Terms of Use & Terms of Investment

The purpose of the present Terms of Use and Terms of Investment (hereafter “TCUs”) is to define the terms and conditions of use of the services provided by www.lelapafund.com (hereafter “the Website”) as well as the rights and responsibilities of Users of the Website. The TCUs are binding for every User of the Website and LelapaFund in its capacity as editor of the Website.

Article 1. Purpose and Definitions

The term “Users” refers collectively to all categories of user defined in Article 1. Unless otherwise specified, the TCUs apply to all Users of the Website.

Visitors” are Users, including physical persons and corporations, who visit the Website and do not sign up, do not create an account and do not use its services.

Investors” are Users, including physical persons and corporations, who sign up on the Website and create an account with a view to using LelapaFund’s crowdfund investment advisory services to invest.

Accredited Investors” are Investors, including physical persons and corporations, who have successfully completed their online accreditation and are deemed eligible to invest on the Website.

Entrepreneurs” are Users, typically physical persons and corporations, who sign up on the Website and create an account with a view to using LelapaFund’s crowdfund investment advisory services to raise capital.“Verified Entrepreneurs” are Entrepreneurs who have successfully completed their online verification.

All connections to the Website by Users are subject to the present TCUs. Access to the Website via the URL https://www.lelapafund.com/ implies the acceptance of the conditions hereafter described. Additionally, the TCUs define companies making a securities offering “Offering” on the Website as “Target companies”. All material presented on the Website in the framework of an Offering, including information, documents and visual content, is defined collectively as the “Material”. The period of time during which the Offering is available and displayed on the Website is defined as the “Campaign”.

Article 2. Creation of an Account

The creation of an account is free of charge. Users must be at least eighteen (18) years of age. When creating an account, users will be required to provide certain information that will be used by LelapaFund and its partners to perform a Know-Your-Client check for the purpose of enforcing anti-money laundering rules and regulations and in order to eventually register the user’s interest in the Offerings by Target companies. Any information the User is required to provide will be handled in accordance with LelapaFund’s Privacy Policy. We may ask the User to renew this information or confirm that it hasn’t changed from time to time at our discretion.

By creating an account, the User represents and warrants that he or she is resident at the residence address that provided and that details of nationality and other information are accurate. Users warrant that their use of the Website, including accessing Material on Target companies and subscribing to Offerings is not in conflict with and does not contravene any applicable law or regulation in the jurisdiction of their residence. LelapaFund cannot be held liable at any point before, during and after subscription of an Offering, for Users found to be in contravention of laws applicable to them due to their creation of a User account and/or their use of LelapaFund’s services.

If the user creates a User account on behalf of a corporation, partnership, limited liability company, trust, or other entity ("Institution"), the user warrants and represents that:

(i) the user has all necessary power and authority to use the Website and LelapaFund’s services in accordance with the present TCUs on such Institution's behalf;

(ii) the use of the Website and LelapaFund’s services in accordance with the present TCUs will not violate any provision in the Institution's certificate of organization, memorandum and articles of association, by-laws, indenture of trust, partnership agreement, or other constituent agreement or instrument governing the formation or administration of the user’s Institution; and

(iii) the use of the Website and LelapaFund’s services in accordance with the present TCUs will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency.

All Users warrant that the information they provide on the Investor Accreditation form is accurate. Users are not permitted to create accounts for another person.

LelapaFund reserves the right to cancel a User’s account at its discretion, without notice and without providing justification to the User.

Article 3. Offerings by Target Companies and Access to Offerings

In compliance with the General Regulation of the AMF, only users with Accredited Investor status may access Offerings and Offering Material. Shares will be offered and sold through the Website pursuant to Offerings made by Target companies which are start-ups and small-medium sized enterprises represented by Verified Entrepreneurs.

Target companies using the Website to raise capital have been pre-vetted by LelapaFund. Each Offering is made pursuant to selection, due diligence and valuation procedures by LelapaFund, as well as a risk factor assessment. The Offering Material includes the “Regulatory Information Document”, prepared by LelapaFund in compliance with the General Regulation of the AMF.

Users agree to read carefully the Regulatory Information Document for any Offering before investing. Users also acknowledge and understand that each Offering involves a high degree of risk, including loss of invested capital and potential illiquidity and non-transferability of shares. Users acknowledge that they are able and prepared to bear these risks.

No information included in the Offering Material or the Regulatory Information Document can be considered by Users as tax, legal, financial or accounting advice from LelapaFund. LelapaFund reserves the right to limit the amount of funds that Users invest in Offerings at its discretion, and to accept or reject Users’ subscriptions in Offerings. LelapaFund reserves the right to exclude Users from accessing Offerings if the User’s business, family or other interests are found to be in competition or conflict with those of the Target company.

No Offerings on the Website are not considered public offerings of securities by the national regulator of the country of incorporation of the Target company nor have been registered as such in the same jurisdiction.

Additionally, no Offerings are registered as public offerings of securities in any country or jurisdiction whatsoever. Offerings are made public in compliance with the General Regulation of the AMF only and solicit only Users resident in France.

Article 4. User Interaction with Target Companies

Users are not permitted to attempt to contact the Entrepreneurs or other representative of the Target company with the objective of investing in the Target company on different terms than those presented in the Target company’s Offering and Regulatory Information Document on the Website for the entire duration of the campaign. Any attempt to do this will result in the immediate termination of the user’s account and potentially the cancellation of the campaign in question, and a penalty fee borne by the Target company.

Users are not permitted to reproduce any content of the Material including any documents, branding or marketing material, and information pertaining to intellectual property on the Target companies for distribution to the general public.

Users commit to engaging with Entrepreneurs in a constructive, reasonable and polite manner. LelapaFund reserves the right to restrict Users’ access to Offerings if general good conduct is not observed by that user.

Article 5. Share subscription agreements and Closing

Closure of Campaigns upon the Offering target being met or its minimum threshold target being met, or by the Campaign reaching its final day, result in the end of share subscriptions by Users on the Website. In the case of successfully subscribed Offerings, the transaction is executed by the payment services provider (see Article 18) and the Shareholder Agreement defined in the Offering is finalized. In the case of unsuccessfully subscribed Offerings, funds committed by users are returned to users (see Article 18).

Article 6. Security

User accounts are created with an email address and a password. Users can only create one personal User account. Users do not communicate their password, do not allow other persons to access their account and do not do anything that could compromise the security of their account.

Only Users are responsible for the use of their account. Any use of the Website by a third party who uses the login information of a User is assumed to do so with the authorisation of the User. Users must inform LelapaFund of any abnormal use or functioning of their account by contacting: support@lelapafund.com. LelapaFund will terminate the account immediately and provide new login information.

LelapaFund reserves the right to terminate a User account if the User does not use it as intended in these TCUs, or if the information provided by the User is not in conformity with regulatory or other requirements of LelapaFund or its partners. 

Article 7. Privacy and Confidentiality

All User information provided on the Website is strictly confidential and is reserved exclusively for use by LelapaFund S.A.S. and the third parties responible for site editing and payment services provision as described in the present TCUs.

In compliance with the French law of 6 January 1978 regarding the protection of personal information and data, LelapaFund will not use the information collected from Users for distribution to any third party other than those necessary for the execution of LelapaFund’s services as intended in the present TCUs and for compliance with legal and regulatory obligations.

You are entitled to access and modfiy/correct any of the personal information concerning you. For legitimate reasons, you are also entitled to opt out of the use of your personal data.

You can access your information by writing to LelapaFund Support team: support@lelapafund.com

Article 8. Website Availability

LelapaFund’s Website is licenced from Joi Media LLC, Sun Life Plaza West Tower, 144-4 Avenue - Suite 1600 S.W. Calgary, Alberta T2P 3N4, (hereafter the “Developer”). The Service Level Agreement concluded between LelapaFund and the Developer governs the availability of the Website and as such, access to the Website will be provided twenty-four (24) hours per day, seven (7) days per week except in case of force majeure events or events out of the control of the Developer and LelapaFund. The Website shall have an uptime of ninety-nine point five percent (99.5%). All planned outages shall occur between the hours of 10:00PM EST and 06:00AM EST and any outages occurring outside of this timeframe require forty-eight (48) hours advanced notice. LelapaFund does not provide technical assistance to Visitors, Users or Investors. LelapaFund is not liable for availability or accessibility problems. LelapaFund can interrupt the Website or a part of its services at any time without incurring liability or indemnities.

Article 9. Intellectual Property of the Website and its contents

The general structure of the Website as well as all text, graphic material, images, sound and videos comprising it are the property of LelapaFund, or its partners or Joi Media. Any representation and/or reproduction and/or total or partial use of its content and services proposed by the Website in whichever way without the prior consent in writing by LelapaFund is strictly forbidden and would amount to contraband as defined in articles L 335-2 of the Code on intellectual property. The brand “LelapaFund” is a registered mark. Any representation and/or reproduction and/or partial or total use of this mark, in whichever way, is prohibited.

Article 10. Limitation of Liability

All informational content provided on the Website, including all Offering Materials are susceptible to contain technical inaccuracies and typographical errors. LelapaFund reserves the right the correct them as it is made aware of them. All informational content is subject to change and can be updated after being downloaded by Users, in which case Users might become aware after the change has been made.

LelapaFund is not liable at any moment before, during and after any Campaign on the Website, for inaccuracies and irrelevance of informational content provided to Users, including but not limited to the Offering Materials. The elements of due diligence on Entrepreneurs and Target Companies, including all elements of the Regulatory Information Document, are provided to Users on the Website without guarantee or responsibility for inaccuracies or irrelevance of information.

The use of informational content and Offering Materials available on the Website is the full and sole responsibility of the user. Users fully assume the consequences resulting from their use, without LelapaFund being held liable on their account and without recourse to LelapaFund. In no case can LelapaFund can be held liable for any damages of any nature, whether financial or other, resulting from the interpretation of or the use of the informational content and Offering Materials available on the Website.

LelapaFund is not responsible for any losses, prejudice, damage or penalty, of any nature at all, borne by the user, directly or indirectly, resulting from the use by a third party with unauthorized access to the user’s account, in the absence of serious error or negligence by LelapaFund.

Article 11. Hypertext links

The Website can contain hypertext links to other sites on the Internet. The links to these other sites require the user to exit the Website. It is possible to create a link to a homepage without the express authorisation of that site’s editor. The site must, however, be opened in a new window of the navigator. LelapaFund reserves the right to request the deletion of a link that it deems non-compliant with the aims of the Website. 

Article 12. Cookies

The use of certain Website functionalities can require the use of “cookies”. Cookies are activated by LelapaFund for each use of the Website and are not stored in the computer of the user, which guarantees anonymity. Cookies do not allow LelapaFund to identify the user. Cookies only register information relevant to the user’s navigation of the Website (pages consulted, date and time of the use, etc). Users may avoid the use of Cookies by configuring their computer or navigator to this effect; however, the Website might become partially or fully inaccessible thereafter.

Article 13. Duration, termination and modification of TCUs

The present TCUs are active from the first use of the Website by the user and for period of twenty-four (24) months following the last use.

The present TCUs can be changed, at any moment and without prior warning. The user is therefore invited to regularly consult the latest version which is available and accessible to all on a permanent basis on the homepage of the Website, by clicking on the link “Terms of Use”.

Article 14. Entirety of Agreement

The annulation, illegitimacy, inapplicability or unenforceability of one clause in the present TCUs will not result in the annulation, illegitimacy, inapplicability or unenforceability of the other clauses.

Article 15. Jurisdiction and applicable law

The present TCUs are governed, interpreted and applied in conformity with French law. Excluding any applicable public order provisions, the Court of Appeal of Paris is the competent court for litigation relative to the present TCUs, concerning their validity, interpretation, execution, termination, and their consequences, and that which could not be resolved amiably. Users agree that any claim or dispute a User may have against LelapaFund must be resolved in the Court of Appeal of Paris, although LelapaFund reserves the right to bring proceedings against a User for the breach of the present TCUs in the User’s country of residence or any other relevant country. Any waiver of a breach of any provision of the present TCUs will not be a waiver of any other subsequent breach. Failure or delay by either a User of LelapaFund to enforce any term or condition of these TCUs will not constitute a waiver of such term or condition. If any part of these TCUs is determined to be invalid or unenforceable under applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of these TCUs shall continue in effect. Users and LelapaFund agree to execute and deliver such further documents and information as may be required in order to effectuate the purposes of these TCUs.

Terms of Investment

The following conditions of investment formalize the services provided by LelapaFund to its users who become Accredited Investors as per the definition in the Terms of Use.

The Accredited Investor, as identified in the Investor Identity Questions of the Accreditation formula, hereafter “You”, and LelapaFund S.A.S registered address at 45 rue Custine Paris 75018 and registration number 810366559- RCS Paris, hereafter “LelapaFund” or “Us”.

  1. LelapaFund confirms that its service to you consists of sourcing, selecting, conducting due diligence and other elements of preparation for equity investment of small businesses in selected African countries, hereafter “Target Companies” such that You may subscribe ordinary shares in the same. LelapaFund provides You with a centralised online investment process which is transparent and secure such that You may view subscription offerings of Target Companies and make investments according to your personal investor profile and investment portfolio.
  2. LelapaFund does not provide You with any legal, accounting or tax services or advice. You may wish to engage your own lawyer, accountant or tax specialist for advice on investment opportunities available at LelapaFund.
  3. As an Accredited Investor, You declare that You acknowledge all risks associated with investment in unlisted Target Companies, particularly the risk of total or partial loss of Your initial investment amount, and the illiquidity of Your investment.
  4. LelapaFund endeavours to provide the best conditions to maximise the probability of a favourable and profitable exit opportunity for Your investment in a Target Company; however, you accept that this is not guaranteed in any way under any circumstance.
  5. LelapaFund does not operate holding companies on behalf of any Accredited Investors, nor do we act as managers of your investment in any way or under any circumstances, nor do we represent your interests in any Target Companies at any point in the subscription process or after the transaction is complete.
  6. In order to subscribe offerings of Target Companies, You must duly provide all required KYC (Know Your Client) documentation to Us. 
  7. Once You are validated as an Accredited Investor, You decide which Target Companies You wish to invest in, and the amount You wish to invest.
  8. The transaction process assumes Your acceptance of LelapaFund’s payment service provider’s Terms of Use (see Terms of Use of Lemon Way).
  9. Subscription orders are received on a first come, first served basis.
  10. You may address complaints or reimbursements directly to LelapaFund by telephone, email or postal service. Complaints are handled individually by our Support Team.
  11. You acknowledge and agree to LelapaFund’s fee structure, which includes a commission charged to the Target Company only in the case of successful campaign. The commission is a percentage of the total funds raised, 8%, and is communicated on each campaign. The percentage is deducted from the total funds raised at the point where funds are aggregated by our payment services provider.
  12. LelapaFund confirms that it will endeavour to provide fee structure information in the most transparent manner possible and respond timeously to Your questions about fees.
  13. You acknowledge that additional fees will be charged to the Target Company by our payment services provider (see Terms of Use of Lemon Way) and that You may also be charged transfer fees or other fees by your bank.
  14. LelapaFund does not invest in Target Companies for its own account, in compliance with the General Regulation of the Autorité des Marchés Financiers, and does not charge fees in the event of a successful exit providing liquidity for its investors.
  15. You acknowledge and agree that Target Companies are registered in jurisdictions that may be different from your jurisdiction of domicile.
  16. You acknowledge and agree that the use of the English language is a necessary part of the investment process in Target Companies established in Anglophone countries. LelapaFund does not assume responsibility for any misunderstandings owing to an approximate or insufficient mastering of the English language.
  17. LelapaFund commits to keeping Your information strictly confidential, by taking all measures to prevent circulation of Your information to any third parties with the exception of LelapaFund’s regulators during compliance audits or specific obligatory disclosure according to the applicable anti-money laundering and terrorism financing directives.
  18. You commit to keeping strictly confidential all elements made available to You regarding the Target Companies, regardless of Your decision to invest or not in the same. This confidentiality clause remains in force for the entire duration of a campaign and for the entire duration of an investment period. The breach of this confidentiality clause can lead to your expulsion from the platform, the cancellation of the relevant campaign and court action taken against you by the target company.
  19. These conditions of investment are governed by French law. Disputes arising from these conditions of investment will be submitted to the relevant Court of Paris.

Terms of Use of LelapaFund's Payment Services Provider: Lemon Way S.A.S

All users transacting through the Website agree to the General Terms of Service for Payment Services” (“Tos”) of LelapaFund’s payment services provider, Lemon Way (“Lemon Way”).

Lemon Way, Limited Joint-Stock Company with a Capital of €860,232.53, SIREN Number 500 486 915, headquartered at 14 rue de la Beaune, 93100 Montreuil, France (hereinafter referred to as “Lemon Way”), accredited on 24/12/2012 by the French Prudential Supervisory Authority (“ACPR”, France, website http://acpr.banque-france.fr) 61 rue Taitbout 75009 Paris, as a hybrid Payment Institution, under the number 16 568 J.

FOREWORD

These ToS are available at any time on the website (https://www.LemonWay.fr). They regulate the terms and conditions of opening a Payment Account with LEMON WAY in the name of the User and the provision of payment services. The User is invited to carefully read them before accepting them.

The User can at any moment consult, reproduce, store on their computer or another medium, forward by email, or print them onto paper in order to retain them. They can also obtain a copy of them free of cost by post to their address by making an express request to LEMON WAY.

At any moment, in accordance with the law, it is possible to verify the accreditation of LEMON WAY as a payment institution on the site regafi.fr. The website of the payment institution LEMON WAY is the following: www.lemonway.fr

18.1 APPLICATION

The Payment Services Framework Contract consists of these ToS, the payment account opening form and pricing conditions (the “Contract”).

These documents form a single whole and regulate the terms and conditions of use by the Users of the payment service provided by the business Lemon Way (“LEMON WAY”).

18.2 DEFINITIONS

The terms used in these ToS will be, when they are used with the first letters in upper case and independent of whether they are used in the singular or plural, as defined below:

  • User Area: Refers to the virtual space of each User on the Website. The User Area can be accessed by entering the mobile telephone number or valid email address provided by the User following subscription to the Payment Service as well as a secret code that only the User knows.         
  • Beneficiary: natural or legal person designated by the User to receive a Payment Transaction carried out by LEMON WAY in accordance with the Contract. The Beneficiary can be another User, a third party, or the paying User.
  • User: natural or legal person and Payment Account owner.
  • Payment Account: account opened in the ledgers of LEMON WAY to provide debit and credit Payment Transactions, charges due by the User and any reversal in relation to their Operations, and to compensate these amounts on the date of their debiting or crediting from the Account for the purpose of showing a net balance of the Account’s available Provisions. This balance must never be statutorily nor technically negative.
  • Payment Transactions: actions consisting of paying, transferring, or withdrawing funds by wire transfer from their Payment Account, independent of any underlying obligation between the User and the Beneficiary, ordered by the User.
  • Payment Order: consent given by the User following the personalized measures and procedures agreed upon between the User and LEMON WAY, in order to authorize a Payment Transaction.
  • Provision: amount credited from the available Payment Account that can be called upon by future Payment Transactions following receipt of a Payment Order from the User, the Account owner.
  • Payment Services: services offered by LEMON WAY in application of the Contract and including the execution of wire transfers and the acquisition of payment orders by card and by wire transfer.
  • Website: Refers to the website http://www.lemonway.eu from which LEMON WAY offers the Payment Services.
  • Partner Website: Refers to the website of the partner whose details are indicated in the Account opening form, for this purpose, acting as Beneficiary, business provider, or intermediary between the User and the Beneficiary of the Payment Transaction.
  • Third-Party User: person designated by the User in the Payment Account opening form as being able to access and only read the information in their User Area.

 

18.3 OPENING A PAYMENT ACCOUNT

The User must meet the requirements of the Payment Account opening procedure hereinafter described.

18.3.1 – Prior declarations of the User

The User, person of legal age and capacity or legal person, expressly declares they have the capacity and/or have received the authorizations required to use the payment service provided by LEMON WAY and indemnifies LEMON WAY against all potential liability arising from a false declaration.

The User declares that they are acting on their own behalf. The User has the obligation to use the services provided by LEMON WAY in good faith, for lawful purposes, and in respect of the provisions of the Contract.

The User as a natural person declares that they are resident in France or in the European Economic Area, or EFTA; the User as a legal person declares that they are registered in France or the European Economic Area, or EFTA. For all other countries of residence or registration, LEMON WAY retains the authority to not review the request to open a Payment Account in order to conform to the geographic boundaries in their agreement.

The list of countries within which the Payment Institution of LEMON WAY is passported is available at any moment on the website https://www.regafi.fr

18.3.2 – Terms of signing the Contract

The Payment Account opening form will be signed by the User after having been informed of the provisions of the Contract. For this, they can provide a handwritten signature on a printed version mailed to the address of the head office of LEMON WAY on the first page of the ToS, the use of the electronic signature module is provided to the User on a Partner Website. The latter accepts that they have read, understood and accepted the Framework Contract in its entirety.

18.3.3 - Documents to be provided for identification

The User must provide LEMON WAY by email (email to justificatif@lemonway.fr), by electronic transmission and upload to the computer systems of Lemon Way accessible in the User Area, by post to the address of the head office, the following elements:

For an Individual:

  • A copy of a current and valid proof of identity that is readable and acceptable by LEMON WAY at its discretion such as an ID card or a passport,

For certain thresholds, the copy of a second proof of identity will be requested by LEMON WAY,

  • A copy of a bill (water, gas, electricity, landline phone or ADSL or cable TV, or proof of payment of tax received within the last 3 months, or rent receipt with the full name and address of the landlord)
  • Before any external wire transfer by Lemon Way to the bank of the User owning the Payment Account, a copy of the 1st page of a bank statement stating the address, or an IBAN, each document must be from within the last three (3) months.

For a Professional:

  • A copy of the company statutes validated by the administration (including the distribution of powers), except for publicly-traded businesses.
  • A K-BIS or company registration form from the last 3 months (Europe) or a copy of an extract from the commercial register translated into English
  • A copy of a proof of identity of the legal representative of the company and a second proof of identity upon request from LEMON WAY
  • A copy of an IBAN in the name of the User;
  • These same documents will be requested for the beneficiary of any User as legal person.
  • For associations, a copy of the official registration number, as well as a proof of identity and address for the President of the association or the Treasurer, as well as an IBAN in the name of the association.

LEMON WAY reserves the right to request any other document or additional information, in order to allow them to carry out verifications in respect to their legal obligations including those in regards to the fight against money laundering.

The User can authorize in writing or a lasting medium a third party to transmit these documents for their account to LEMON WAY. They will indicate in the Account opening form the registered name of the commercial entity for this purpose.

The User is informed that LEMON WAY will retain on electronic archives, for five (5) years after having ended the relationship with the Users, a copy of the substantiating document(s) that served as their identification.

18.3.4 - Accepting the opening of a Payment Account

LEMON WAY can refuse to open a Payment Account for any reason without justifying their decision. This cannot give cause for any damages.

LEMON WAY confirms or refuses the opening of their Payment Account by sending an email to the User. The User can use this acceptance to identify themselves on the Partner Website to determine that their Payment Account is open.

18.3.5 - Designating a Third-Party User

The User can designate a Third-Party User to have read-only access to their User Area. It is stated that in certain cases, the opening of a Payment Account can be made by the designation by the User of a partner using the Partner Website as a Third-Party User for the smooth operation of the service offered by the Partner.

Through this designation, the User expressly removes the professional confidentiality in favor of the designated partner. They limit the access to their User Area for consultation purposes only as part of the completion of the services offered by the intermediary of the Partner Website to the exclusion of any other use. This information cannot be communicated to any other third-party with the exception of sub-contractors of the partner involved in the provision of the services offered by the Partner Website.

LEMON WAY will provide the Third-Party User with a personal username and access code. In no case is the User authorized to transmit their Username or their password to any partner or third-party.

  1. CREDITING A PAYMENT ACCOUNT

18.4.1 - By card

A User can proceed with the funding of their Payment Account by debit from the account with which the bank card is associated or by a payment guaranteed by another establishment.

The Payment Order is considered irrevocable following the services framework contract agreed between the card issuer and the titular User from the entry of this data or in the case of registering the card, from the entry of the cryptogram. LEMON WAY provides the User with an authentication mechanism by which the issuer requires the entry of a unique code that is sent by the issuer to the mobile phone of the User. This code can be entered once the card has been registered and for all future Payment Orders.

The User can register and modify at any instance in their User Area the payment card(s) allowing them to fund their Payment Account by clicking on “Remember the number of my bank or payment card for the next use”.  The User must confirm each previous Payment Order by entering the cryptogram from the Card.

LEMON WAY can refuse the registration of a bank or payment card or cancel this registration at any moment for security reasons.  The User must in this case enter the numbers from their bank or payment card every time they fund their Account.

LEMON WAY regulates the limits which can be more restrictive than the limits of the bank or payment card issuer, in the interest of protecting the titular User. Unique limits, 24-hour limits, annual limits, in addition to any form of restriction, are applied to the platform to fight against fraud.

The User is informed that any operation that may result in the exceedance of applicable limits will automatically be rejected by the LEMON WAY System.

All transactions by bank or payment card, which are unpaid, have been rejected, or have been stopped, will see the amount of their Payment Account Provision automatically deducted by Lemon Way. If the Provision is insufficient, LEMON WAY is authorized to use all the avenues of appeal against the User in order to recover the amount owed. In addition, LEMON WAY will have the right to refuse the execution of all future remittances performed by the means of the card that caused the incident.

The fees for processing unpaid, rejected, or stopped payments can be levied by LEMON WAY, up to a total of 15% of the amount involved, without ever exceeding 20 euros, in accordance with Article L. 133-19 of the Monetary and Financial Code.

18.4.2 - By wire transfer from another Payment Account

A Payment Account can also be funded by wire transfer from a Payment Account of a paying User to a Payment Account of the payment beneficiary.

The Payment Order is received in accordance with point 5.1 for the Beneficiary account.

18.4.3 - Registration of funds in the Account

LEMON WAY will register the resulting funds from the procurement of a payment order by card or by bank transfer as quickly as possible and at the latest at the end of the working day during which they were received by LEMON WAY in accordance with point 4.1 and in real-time for wire transfers carried out in accordance with point 4.2.

 

18.5 DEBITING A PAYMENT ACCOUNT BY WIRE TRANSFER

18.5.1 - Initiating a Payment Order

LEMON WAY provides a payment service allowing Users with a Payment Account to instruct LEMON WAY, in order to carry out a wire transfer subject to approval that the Account Provision is larger than the total amount of the wire transfer (including fees). In the event of insufficient Provision, the Payment Order will automatically be refused. The Payment Order must include the following information:

  • the amount in euros;
  • the Beneficiary identified by their Payment Account number;
  • the date of wire transfer is differentiated to the order of the given User when the transfer of funds has been input, executed with the condition is met, the gage is met. The date is therefore the end of the subscription period subject to the gage being met.

The User must authenticate themselves by entering their Payment Account Username in their secure User Area available on the Website. They must enter a unique usage code to confirm their Order.

If the Payment Account Provision is insufficient, the User can carry out a complementary funding in order to achieve a sufficient Provision to proceed with the payment. The Payment Order authorization is subject to the receipt of the complementary funds bringing the Provision up to a sufficient amount in order to execute the Payment Transaction.

LEMON WAY reminds the User that when the currency of the Payment Account differs to that of the bank account to which the wire transfer will reach, the exchange or service fees, can be imputed by the bank once the bank account of the User is open.

LEMON WAY cannot be held responsible if the bank details indicated in the User Area when requesting a wire transfer are incorrect or not up-to-date.

It is the responsibility of the User to verify and update their bank details in the User Area. Fees and rejections can be charged to the User, see “LEMON WAY PRICING CONDITIONS”.

18.5.2 – Irrevocability of a Payment Order

The Payment Order sufficiently given by a User is irrevocable given that the entry of a unique usage code conforms to 5.1, the User can therefore not request that it be canceled.

It is detailed, that in certain cases, the User will be able to initiate a grouped order including a transfer of funds by cards initiated in accordance to point 4.1 above and a Payment Order by wire transfer to the Payment Account of a designated Beneficiary on a given date. The Payment Order will be considered irrevocable once the card details have been entered as described in 4.1.

LEMON WAY does not carry out recurring wire transfers.

18.5.3 - Amounts limited and applicable limits

The User is subject to the following standard limits:

  • If the User is an individual, they are informed that they are subject to a limit of 2500 euros per calendar year and 250 euros per payment. To use their Payment Account beyond these amounts LEMON WAY will request additional proof of identification from the User. LEMON WAY will make the new applicable limits available on the User Area for each one of them and notably the maximum amount of monthly accumulative wire transfers made from their Payment Account.
  • If the User is a legal person. LEMON WAY will systematically demand all of the identity documents required before the opening of the Payment Account. LEMON WAY will make the applicable limits available on the User Area for the latter and notably the maximum amount of monthly accumulative wire transfers made from their Payment Account.

Any Payment Transaction that may result in exceeding the applicable limits to the cumulative monthly amount will automatically be rejected by the LEMON WAY System.

Other limits or blockages of orders will be able to be activated at any time by LEMON WAY in the event of the risk of fraud.

LEMON WAY reserves the right to reverse a Payment Transaction, if the transaction of transferring funds by bank or payment card used to credit the Payment Account is rejected or canceled by the card issuer.

18.5.4 - Delays

The maximum delays for payment services, in accordance with the Order of 29 July 2009, the application of Article L.314-2 of the Monetary and Financial Code, are the following:

  • a Payment Transaction initiated during a working day will be carried out at the latest by LEMON WAY the following working day if it is carried out in euros using a local credit establishment in a European Union member state;
  • a Payment Transaction initiated on a working day will be carried out at the latest by LEMON WAY at the end of the working day if it is carried out in euros in favor of another Payment Account.

 

  1. REPORTING

18.6.1 - By transaction

Once a Payment Transaction is carried out, the LEMON WAY System automatically sends a confirmation email of the Transaction to the User before having initiated the Payment Order. This email contains all the information relative to the Payment Transaction which has been communicated by the LEMON WAY System, including: the identity of the Beneficiary, the details of the Payment Transaction, its amount, the date and time of the Transaction as well as the specific conditions of the payment. The information contained in the email will also be available in their User Area.

18.6.2 Summaries

All Payment Transactions will be made available in a Summary made in real-time for each Payment Account. The User will be able to consult their Summary in their secure User Area.

The User will have access to the payment Accounts Summaries of all the Payment Transactions for both credits and debits on this account.

LEMON WAY will make an annual summary of fees available on their Personal Area throughout the month of January each year. A notification will be sent to them to inform them that this document has been uploaded.

The consultation period is maintained for two (2) years, in addition to the current year. However, it is recommended that the User regularly print their Summaries. Nevertheless, previous transactions will be kept and can be consulted after a request to User service. LEMON WAY will retain the substantiating documents, during the applicable regulatory periods, registrations, and documents of completed Payment Transactions, on digital archives.

  1. CONTRACT LENGTH AND DATE OF EFFECT

The Contract takes effect at the moment when the Contract Framework is signed by the User, for an indefinite period.

The User has a period of fourteen (14) calendar days to cancel their contract without fees. This short period is from the day that the contract is signed, namely the day that the User accepted these General Terms of Service. During this cancellation period, the contract will only be able to start upon express request from the User. The User expressly recognizes and accepts all payment instructions addressed to LEMON WAY before the cancellation period ends, providing an express request from the User to fulfill the contract. The User will therefore not retain the right to cancel a payment instruction which they would have given and confirmed during the cancellation period.

This right to cancel can be exerted by the User without penalties and for any reason.

The User is required to notify LEMON WAY of their decision by registered mail with acknowledgment of receipt from the head office of LEMON WAY found in the definition of LEMON WAY (in the introduction of these General Terms of Service) before the expiration of these fourteen days. If the User does not exert their right to cancel, the contract will remain in effect in accordance with the provisions of these General Terms of Service. To cancel the Contract, they must conform to the conditions of cancellation from article 19.

18.8 CLAIMS

Claims which pertain to the relations between two Users or between a User and a third party are not valid in relation to LEMON WAY. Only those that pertain to the absence or the improper execution of a Payment Order given by the User to LEMON WAY are referred to by the current article and by the Contract.

Claims (disputes, rights of opposition, of access and rectification, etc.) can be freely exerted by requests addressed to LEMON WAY at the following email addres: reclamation@lemonway.fr or by mail to the following address:

LEMON WAY

Complaints service

14, rue de la Beaune

93100, Montreuil, France

 

Any complaint or request relating to:

  • a failure of one of the functions of the Payment Service provided by LEMON WAY or of the Website,
  • information communicated by the Lemon Way system or LEMON WAY as part of the Payment Service.
  • an error in the execution of a payment or its non-execution,
  • an error in the debit of commission, tax, or bank fees by LEMON WAY,

must be brought to the attention of LEMON WAY by the User as quickly as possible from the day when the User became aware or is thought to have become aware (notably taking into account their browsing habits on their User Area and the date and time they last accessed their Main Account) or in all other longer periods by particular provisions or by the law.

In accordance with recommendation 2011-R-05 of the ACPR on 15 December 2011, acknowledgment will be sent within a maximum of ten days. The claims will be dealt with within a maximum of two months from their receipt.

A complaint declaration form is also available on our website: http://www.lemonway.fr/reclamation

Failing amicable agreement, the non-business-related User can contact, by mail, an independent ombudsman, who can be contacted freely in the event of litigation, arising from or in any way connected to these terms, the Ombudsman from AFEPAME, 36 rue de Taitbout 75009 Paris, France, without prejudice to other avenues of legal action.

 

18.9 FEES

In consideration of providing payment services to the User, LEMON WAY will levy a remuneration whose amount and conditions are indicated on the Partner Website in the tab “Pricing Conditions”. The fees indicated are the financial fees and encompass the partner fees and those of LEMON WAY.

 

  1. SECURITY

18.10.1 - Username and password

Once their User Area is activated, the User chooses a confidential code to access their User Area, this code will be asked of them for all future connections. The User is therefore solely responsible for the use and conservation of their username and their password. The User is solely responsible for protecting their computer equipment and keeping their Usernames for their Payment Accounts secret (and therefore immediately deleting the email from LEMON WAY containing their provisional password). The User is responsible for assuring, under their own responsibility, that their system settings and email filters (spam or otherwise) or the state of their inbox (eventual capacity limits) will allow them to receive the emails automatically sent to them by the Lemon Way System.

The User commits to not communicating their Username to a third party.

18.10.2 - Notification Obligation

The User has the obligation to immediately inform LEMON WAY if they suspect any fraudulent use of or access to their Payment Account or any event that may lead to such use, such as but not limited to: loss, accidental divulging or misappropriation of their Usernames for the Payment Account, non-authorized access to all or part of the User Area or a non-authorized payment.

This notification must be sent by email to the following email address: fraude@lemonway.fr and be confirmed in writing to the following address:

Société LEMON WAY

14 rue de la Beaune

93100, Montreuil, France

France

 

18.10.3 - Prevention

LEMON WAY does its utmost to stop all other uses of the Payment Account.

LEMON WAY has put a protection procedure in place against the risks of “phishing” or identity theft, called “anti-phishing key” which is secret information (a date, sentence, word, or series of numbers) given by the User during their registration and editable by them at any time from their User Area. The anti-phishing key also allows the User to verify following a telephone call that they are in contact with a Payment Service User adviser.

The User possessing a Payment Account must check that their correspondences (emails, letters, faxes) which are marked as being from LEMON WAY or the Payment Service also include the anti-phishing key.

The User is informed that all correspondence that does not contain their anti-phishing key is not thought to have been sent by LEMON WAY or the Lemon Way System. LEMON WAY is not responsible for fraudulent acts from third parties that indicate erroneous information regarding the supposed execution of payments or wire transfers between LEMON WAY accounts using the Payment Service.

LEMON WAY will never ask a User to give their password, by whatever means, by telephone, by email, by SMS, by mail, nor by any other means.

The Partner also has their own secure methods of communication with the User.

18.10.4 Use of cookies

LEMON WAY makes use of, as part of the Payment Service, cookies (files sent by the LEMON WAY server that are registered onto your computer’s hard disk as you browse). These cookies are firstly used to improve the Payment Service, particularly in terms of speed.

These cookies allow:

  • identification to remain active once a User opens a session so that the User does not have to re-enter the details for their Payment Account for each page they browse on the Website. These cookies automatically expire once the User ends their session or closes their web browser.
  • the conservation of the User’s email address on the Website for the login form when the User opens a session. Thanks to this cookie, the email address of the User is shown each time they open the User Area.

The User is told that they can refuse cookies from the LEMON WAY System in their browser settings, but this may alter their experience with the Payment Service.

18.10.5 - Interruption of the Website

LEMON WAY commits to put in place all the reasonable resources available to it to ensure access to its Website. LEMON WAY does not however guarantee continued, uninterrupted access to the Website. Accordingly LEMON WAY cannot be held responsible for delays and/or inability to access the LEMON WAY System or the Website resulting in Payment Transactions being impossible to make or in the event of erroneous or partial service, resulting from factors outside of the reasonable control of LEMON WAY.

The User is informed that LEMON WAY can occasionally interrupt access to the Website or to part or all of their services:

  • to carry out repairs, maintenance, or add new features,
  • if there are suspicions of attempted piracy, embezzlement of funds, or any other risk of infringement,
  • when requested or instructed by persons or authorities authorized to do so.
  • to execute operations on the Payment Account,
  • for the closure of a Payment Account.

Wherever possible, and without legal or regulatory restrictions, LEMON WAY will inform the User giving reasonable notice. LEMON WAY cannot be held responsible for any resulting damage from these suspensions.

Once normal service has resumed, LEMON WAY will attempt reasonable efforts to deal with the pending transactions in the shortest time possible.

18.10.6 - Opposition to a security measure

The User can make an opposition by contacting Lemon Way by Email at support@lemonway.Fr or by telephone with the number: +33 1 48 18 19 30

A registration number for this opposition is given to the User and kept for 18 months. Before the end of this period, the User can make a written request and LEMON WAY will give them a copy of this opposition.

LEMON WAY should not be held responsible for the consequences of an opposition which does not originate from the User. The request for opposition is recognized by the date that the request was received by LEMON WAY or any person assigned by them, to this effect. In the event of theft or fraudulent use, LEMON WAY is authorized to request a receipt or a copy of the complaint form from the User who commits to respond in the shortest possible period.

LEMON WAY will block access to the Payment Account and render the Username and Payment Account of the User unusable. New user details will be sent to the User, in the same way that they were sent the first time after opening their Payment Account.

  1. RESPONSABILITIES

In accordance with article L. 133-22 of the Monetary and Financial Code, LEMON WAY is responsible, subject to articles L. 133-5 and L. 133-21 of the Monetary and Financial Code, for the correct execution of the Payment Transaction for the paying User until the funds have been received by the payment service provider of the Beneficiary of the Payment Transaction. When LEMON WAY is responsible for a Payment Transaction that is wrongly executed due to its negligence, LEMON WAY recompenses, without delay, the amount to the payer and restores the debited account to the state which it would have been if the wrongly-executed Payment Transaction had not taken place.

Non-business-related Users who wish to contest a Payment Transaction that they did not authorize must contact User service in accordance with article 8 as quickly as possible once they become aware of the anomaly and at the latest, 13 months following the registration of the Payment Transaction in the Account. In event of the use of a security measure, non-authorized transactions carried out before the notification of opposition are the responsibility of the non-business-related User, subject to a limit of 150 euros. However, LEMON WAY is not held responsible in the event of a User error such as willful neglect or grave negligence of their obligations, late submission of an opposition, or bad faith. In the event of misuse of their data or counterfeiting, the resulting losses for the Transactions carried out before the opposition from the non-business-related User are supported by LEMON WAY, except in the event of negligence as defined above. The Payment Transactions carried out after the lodging of non-business-related complaints by Users are supported by LEMON WAY except in the event of fraud.

LEMON WAY is not entitled to cancel an irrevocable Payment Order at a User’s request.

By no means is LEMON WAY responsible for direct and/or indirect damages, such as commercial prejudice, loss of Users, any commercial disruption, profit loss, brand damage suffered by any User, by any third party, and which could result from the performance of LEMON WAY or the implementation of the Operating Platform, or its unavailability. Any action brought against the User by a third party constitutes an indirect loss, and thus cannot give rise to compensation.

Excepting stipulation against these General Terms of Service or mandatory laws without prejudice of grounds for exclusion or limitations of liability set forth in this, LEMON WAY cannot in any case be held responsible for any damage caused by a case of force majeure or an event out of their control or any measure or statutory provisions prevailing from the French or foreign authorities. Force majeure is extraordinary events beyond their control, in particular, but not limited to: a power cut, fire or floods, strikes by their staff or subcontractors or suppliers, malfunction of interbank systems or bank card payments, war, unrest, riots, or occupation of a territory by foreign forces, negligence by a third party in keeping with rulings and tenets such as those persons responsible for the delivery of electricity or telecommunication services.

 

18.12 PROTECTION OF USER FUNDS

LEMON WAY will retain the available funds credited to the Payment Account of the User until the end of each working day in a holding account opened by BNP Paribas.

 

18.13 INACTIVE PAYMENT ACCOUNT

A Payment Account is considered inactive if:

  1. the Payment Account has not been subject to any Payment Transactions during a period of twelve month during which, excluding debits by LEMON WAY maintaining all the kinds of fees and commissions of the account and
  2. the User owning the Account, their legal representative or person authorized by them is not clearly, in any form whatsoever, part of LEMON WAY, or
  3. After a period of 12 months following the death of the User. The User and their heirs are informed by the following attendant consequences.

The assets registered in the inactive Payment Account are deposited in the Caisse des dépôts et consignations after a period of ten years from the date of the last Payment Transaction excluding debits by LEMON WAY for the maintaining of all kinds of fees and commissions. Except in the event of the death of the titular of the payment account where the assets registered are deposited in the Caisse des dépôts et consignations after a period of three years following the date of death of the owner.

18.14 INTELLECTUAL PROPERTY

No intellectual property rights through the use of the Payment Service or services rendered by LEMON WAY through the LEMON WAY System are transfered to the Users under these General Terms of Service.

The User commits to not affect the rights held by LEMON WAY, in such a way that any reproduction, or adaptation of all or part of the intellectual assets and components comprising the LEMON WAY System and its accessories, regardless of which medium, currently or in the future, is forbidden.

All rights related to the software of the LEMON WAY System are fully and entirely the property of the company LEMON WAY. They are part of their trade secrets and confidential information without regard for the fact that certain components can or cannot be protected by the actual intellectual property legislation.

The software of the LEMON WAY System is and, when appropriate, their documentation, are recognized by the User as a work of the mind which they and their staff are obliged to consider as such prohibiting them from copying, reproducing, translating into another language, adapting, or distributing them with or without remuneration, or adding to them any object not conforming with their specifications.

The brand “Lemon Way” is the property of the company LEMON WAY. The User commits to not remove mention of the brand “Lemon Way” on any element provided or made available by LEMON WAY, such as software, documents, or advertising banners.

18.15 CONFIDENTIALITY

The User commits to respect the strictest confidentiality as regards all technical, commercial, or other information which the User becomes aware of as part of the execution of the Payment Service.

This confidentiality obligation will remain in force throughout the subscription to the Payment Service and for three years following the cancellation date of the Contract. This confidentiality obligation does not apply to information which is or has become publicly available at no fault of the User.

The parties recognize that the Payment Transactions are covered by professional secrecy according to article L.519-22 of the Monetary and Financial Code.

  1. COLLECTION AND PROCESSING OF PERSONAL DATA

The company LEMON WAY respects all of the provisions applicable as far as the protection of privacy is concerned and notably the 8 December 1992 Act on the protection of private life with respect to the processing of personal data, as amended. In accordance with the law, LEMON WAY has undertaken the processing of personal data in accordance with the CNIL declaration.

The company LEMON WAY collects and retains personal data that the User has voluntarily provided. Thus, this is personal data relating to the User as a physical person, the data relative to their identity, their telephone number, their email address, their address, their card number or bank account number, to the transaction or wire transfer, to the IP address of their computer.

If you have any comments or if you believe that the current data privacy policy has not been respected, you can contact the company LEMON WAY, responsible for the processing of this data at the below address.

The User is informed and accepts that LEMON WAY is responsible for the collection and processing of personal data in the following ways:

  • respecting all regulatory or statutory provisions applicable, notably as far as the prevention of laundering and the financing of terrorism is concerned,
  • processing/managing and archiving transactions,
  • controlling and preventing incidents and irregularities (the fight against fraud and any other type of wrongdoing),
  • central management of Users,
  • processing User requests,
  • completing tests, statistics, and surveys,
  • training staff assigned to the Payment Service,
  • controlling service quality,
  • suggesting new services,

The User is informed that these personal details can be saved in one or several folders in accordance with the applicable legislation and accepts that the data collected are saved and processed in accordance with the rules outlined earlier.

The User accepts that personal data strictly necessary to the fulfillment of the aims mentioned above or to those required by applicable regulations, are communicated by LEMON WAY:

  • to sub-contractors and external service providers whose intervention is necessary,
  • to Beneficiaries of a Payment Transaction or to an intermediary brought into contact with the User and Beneficiary of the Payment Transaction for the correct execution of this.

The User accepts that the communication of this personal data to these aforementioned persons can be, in accordance to the conditions previously defined, to another country in the European Union and equally to a country that is not a member of the European Union that guarantees an adequate level of protection in regards to the 8 December 1992 Act on the protection of private life with respect to the processing of personal data.

The User has a right to access personal data concerning them and is informed that they can consult at any moment the information that has been communicated to LEMON WAY in their User Area. The User has the right to rectification of inaccurate personal data, they are informed by LEMON WAY that they can modify certain personal information from their User Area.

The User may exert their right to opposition to LEMON WAY for the planned treatments relating to the payment services or other products or services promoted by LEMON WAY.

The rights of opposition, of access, and of rectification can be exerted freely by requests sent to LEMON WAY by email to the following address: reclamation@lemonway.fr or by mail to the following address:

Société LEMON WAY

Complaints service

14, rue de la Beaune

93100, Montreuil, France

 

18.17 AGREEMENT IN RELATION TO PROOF

Communication by email as well as through the User Area available on the Website are recognized as valid evidence by the User and LEMON WAY.

All information saved in the Lemon Way System computer database related notably to all payment and payment processing-related messages received from Users, to Withdrawal Requests and to the execution of transactions by LEMON WAY, to notifications addressed by the User and/or LEMON WAY, have, until there is evidence to the contrary, the same probative force as a signed written medium, in terms of their content as well as the date and time at which they were sent and/or received. These inalterable, secure, and reliable traces are recorded and kept in the computer systems of LEMON WAY.

Documents from LEMON WAY detailing this information, as well as copies or reproductions of the documents produced by LEMON WAY have the same probative force as the original, until there is evidence to the contrary.

18.18 BLOCKING ACCOUNTS

The temporary and immediate suspension of a Payment Account can be pronounced by LEMON WAY for any reason at the judgment of LEMON WAY and notably:

  • if the User has not respected the provisions of the Contract,
  • if the User has provided LEMON WAY with inexact, obsolete, or incomplete identification data.
  • in the event of a risk of fraud, money laundering, or the financing of terrorism, or risk that could affect the security of the Payment Account or the LEMON WAY System;
  • in the event that there is an increased risk of the User of being unable to meet their payment obligation,
  • in the event that LEMON WAY receives a significant number of repayments, canceled orders, or disputes owing to non-authorized orders.

This decision can be made and the User notified by any means. The suspension of a Payment Account to ensure the protection of the User, cannot in any case give cause for the payment of punitive damages to the latter’s benefit.

 The reactivation of the Payment Account will be at the discretion of LEMON WAY.

Depending on the seriousness of the breach of the General Terms of Service, particularly if the Beneficiary has sold Illegal Products, LEMON WAY reserves the right to cancel the Contract in accordance with the provisions of article 19.

 

18.19 CANCELLATION OF THE CONTRACT

The User can cancel the Contract which will bring about the closure of its Payment Account by registered mail with notice of receipt giving a month’s notice. They must maintain the sufficient provision for the completion of the Payment Transactions during the notice period necessary for their completion and the payment of all charges due from them.

LEMON WAY can cancel the Contract which will bring about the closure of its Payment Account by registered mail with notice of receipt giving two months’ notice.

In the event of a serious violation by one Party, the framework contract can be canceled with immediate effect by a simple written notice by either Party. Serious violations by the User are understood as: communication of false information, illegal activity, contravening proper morals, money laundering or financing terrorism, threats against LEMON WAY staff or Partners, default in payment, disrespect of a User obligation under these rules, termination of relationships between the User and the Partner, indebtedness or for legal persons the appointment of a legal agent, administrator, the opening of a grievance procedure, or liquidation. Serious violations by LEMON WAY are understood as: the communication of false information, disrespect of an obligation under these rules, the appointment of a legal agent, administrator, the opening of a grievance procedure, or liquidation.

In the event of modification of the applicable regulations and interpretation which is carried out by the Regulating Authority affecting the capacity of LEMON WAY or their legal agent to execute Payment Transactions, the Contract will automatically be canceled. The User will be unable transmit a Payment Order from the effective date of the cancellation. The Account can be maintained for a period of 15 months to cover disputes and later complaints. The Payment Transactions initiated before the effective date of the cancellation will not be challenged by the request for cancellation and must be executed in the terms of the Contract.

The cancellation of the Contract brings about the definitive closure of the Payment Account. The closure of the Payment Account cannot give cause for any indemnity no matter whether any damages are created by the closure of this Payment Account. The User whose Account has been closed by LEMON WAY is not authorized, except with express permission from LEMON WAY, to open another Payment Account. Any Payment Account opened in violation of this provision can be immediately closed by LEMON WAY, without notice.

The Provision on the Payment Account subject to closure will provide the right of a wire transfer to the benefit of the owning User from this account following their instructions subject to the transactions in progress and arrears, bank rejections, or future disputes. If a successor is designated by LEMON WAY, they will be able to be propose that the User close their Payment Account and transfer the Provision to a new Payment Account open in the ledgers of the establishment designated as the successor.

LEMON WAY reserves the right to demand compensation in court as a result of the violation of the Contract. The closure of the Payment Account can give cause for fees in accordance with article L. 314-13 of the Monetary and Financial Code.

  1. MODIFICATION OF THE CONTRACT

Any draft amendment of the Contract is communicated in writing or another durable medium to the User no later than two months before the date that the proposed changes come into effect.

In the absence of an objection in writing by registered mail with notice of receipt addressed to LEMON WAY from the User before the expiration of this period of two months, the latter is deemed to have accepted these changes. In the event of refusing the proposed changes, the User can cancel the Contract free of charge, by written request before the date that these proposed changes come into effect. This request does not affect all of the debits (charges, fees, payments) for which the User will remain liable.

18.21 SPECIFIC PROVISIONS APPLICABLE TO USERS AS LEGAL PERSONS

18.21.1 - Death

In the event of the death of the User owning the Main Account, LEMON WAY must be notified as quickly as possible by the beneficiaries or their legal agent. If this notification is given verbally, it must be confirmed in writing. Upon receipt of this in writing, LEMON WAY will ensure that no transaction will be carried out on the assets and will proceed to close the User Area, which will lead to the closure of the Main Account.

If the assets that LEMON WAY retains in the name of the deceased are greater than the fees for Withdrawal costs, they can by way of derogation of article 17 of these General Terms of Service, make a Withdrawal in favor of the beneficiaries only upon production by said beneficiaries or their legal agent of supporting documents, according to the applicable legislation, establishing the devolution of the estate as well as any other document that LEMON WAY judges necessary.

If the wire transfer cannot be completed for any reason, including the absence of the production of supporting documents to LEMON WAY, the provisions of article 13 of these General Terms of Service apply to the Provision.

18.22 SPECIFIC PROVISIONS APPLICABLE TO USERS AS LEGAL PERSONS     

In the case where the fraud rate on the bank card or any other payment method used by the payers, is greater than 0.2% on average in relation to the monthly amount of payments, LEMON WAY reserves the right to apply penalties.

Payments are not guaranteed by LEMON WAY.

The User as a legal person must satisfy the rules of VISA and MASTERCARD particularly in regards to their activity.

A declaration of activity and risk assessment form is given to the User as a legal person entering into relation, then signed by the User. In all instances, activity must be legal, and confirm to the nature of the activity declared in said form. Activities, even legal activities, not accepted by LEMON WAY, are included in said form.

LEMON WAY returns rejected transactions, such as ChargeBack for example, and other transactions that cannot be made by VISA or MASTERCARD, debiting them to the Payment Account of legal persons.

18.23 GENERALITIES

When administrative formalities will be required for the execution of these General Terms of Service, LEMON WAY and the User will provide each other with mutual assistance in the resolution of these formalities.

If one or any of the clauses of the General Terms of Service should prove to be null with respect to a current law or a legal decision having become definitive, it will be held not written, but will not involve the nullity of these General Terms of Service.

The fact for one of the parties not to take advantage of a neglect by the other party in the one or any the obligations aimed in the present ones, could not be interpreted for the future as a renunciation of the obligation in question.

In case of difficulty of interpretation enter the one some of the titles appearing at the head of clauses of the General Terms of Service, the titles will not be considered.

The User can give a person power to use their Payment Account and assume full responsibility for the Payment Transactions as defined in power of attorney. The form is available online and must be sent back to LEMON WAY. The power of attorney will not come into effect until the aforementioned form has been completed and received and is subject to acceptance by LEMON WAY. This can be confirmed by any means.  This ends automatically after the death of the User. It can be revoked by the initiative of the User by informing their legal agent and LEMON WAY by registered mail with notice of receipt. The cancellation will take effect on the date of receipt of the cancellation by LEMON WAY. The User remains responsible for the Payment Transactions initiated from their account by their designated legal agent until this date.

The User expressly waives LEMON WAY of professional secrecy related to data on the Payment Account in respect to the legal agent designated by power of attorney.

 

18.24 APPLICABLE LAW AND JURISDICTION

These General Terms of Service are governed by French law.

Unless otherwise provided, any disputes relating to their execution, interpretation, or their validity, shall be brought before the courts which have jurisdiction in Paris.

[Version March 10, 2016]