General terms and conditions for the service “Satispay Business”

(Version 2.3 | 15 July 2021) 

These terms of use constitute an agreement (“Agreement”) between you (“you”, “your” and “Merchant”) and Satispay Europe SA (“we”, “us”, “our” and “Satispay”, collectively, the “Parties”). Satispay is a Luxembourgish registered company, with registered office at 53, Boulevard Royal, L-2449 Luxembourg. Satispay is an authorised electronic money institution authorised and regulated by the Commission de Surveillance du Secteur Financier (“CSSF”) with register number W00000010.

Satispay Business service is exclusively reserved to natural and legal persons and their intermediaries acting in the exercise of their entrepreneurial, business, artisan or professional activity, or which, in any case, do not act for personal purposes.

1. Services

In accordance with clause 2, Satispay provides Merchant with the following services (“Services”):

  • an electronic money (“E-money”) account (“Merchant Account” or “Account”) in which Merchant receives and manages funds;
  • a payment service that enables Merchant to receive payments, also on a recurring basis, (“Acquiring Service”) from persons using E-money issued by Satispay (“Users”).

Merchant Account is not a deposit account. Funds held in Merchant Account do not earn any interest and will be deposited on a segregated bank account, which cannot be exposed to Satispay’s creditors in case of its insolvency.

1.1. Consent

1.1.1.Transactions

Merchant consents to: (i) accepting payments from Users, also through automated systems; (ii) initiating, also through automated systems, payments requests to Users (each a “Transaction”). Such Transactions can be performed at the Merchant’s offline or online shops, through the use of several solutions, by means of online and social channels, e-commerce, mobile applications, as well as vending machines and/or further solutions which may be developed from time to time (the “Shops”). The Merchant also agrees to place the Satispay provided QR code sticker, which enables Transactions to take place, in its offline physical Shops.

1.1.2. Business Dashboard

In order to access and use the Services Merchant must have a Satispay Business Dashboard (“Dashboard”) profile. 

The Dashboard is a web application, whose link can be found on Satispay website.

Merchant is able to access the balance on its own Account and its own Transaction history through the Dashboard, including: (i) the amount of each Transaction, (ii) a reference to identify the payer or payee, (iii) any fees charged (including a breakdown of the fees), (iv) the credit date of each Transaction.

Merchant may design its own Shops structure through the Dashboard, in order to allow Users to make payments. The Dashboard provides instructions to Merchant to associate devices (such as Smartphone, Tablet, PC, cash register or P.O.S.) and/or to integrate the software solutions for receiving payments in the Shops.

In order to make use of a solution to receive payments, the Merchant (also in case it has previously created one or more Shops relating to different solutions for accepting payments) shall create, through the Dashboard, a type of Shop corresponding to the chosen solution. Starting from the date on which the Merchant creates a Shop, the respective payment solution and the fees applied in relation to such solution (if any), which will be made available on Satispay website and/or the Dashboard, will be immediately applicable as economic conditions applied for the Services.

In case, after checks, the category of Shop identified and selected by the Merchant among those available in the Dashboard, is found to be incorrect, Satispay will have the right to amend the relevant data, charging, also for the Transactions already executed, the fees set out for the effective category to which the Shop belongs. 

1.1.3. Business App

In order to approve a Transaction in the Shops, Merchant can install Satispay Business Apps (“Business Apps”) on a compatible device.

Merchant may check on the Satispay website the list of compatible platforms for which Business Apps are available.

1.1.4. API

In addition to the Business Apps, Satispay provides the Merchant with a web-services interface (“API”) to allow the integration of the software solutions for the management of payments in the Shops through the API. The relevant technical documentation, including information for the software compatibility, can be found, as updated from time to time, on the website https://developers.satispay.com/.

1.1.5. Business Suite

We grant you a non-exclusive, non-transferable and royalty free licence to use the Dashboard, the Business Apps, the API (together, “Business Suite”) subject to this Agreement and the rules or policies of the platform from which you use or have downloaded the Business Suite. This licence governs any software upgrades or updates that we provide unless we issue a new licence at the time of the update.

You undertake not to distribute, publish or otherwise transfer the Business Suite to any third party. You also acknowledge that the Business Suite has not been created just for your needs, but it has been developed for a general use.

When you download or use the Business Suite, Satispay has access to your device information, such as IP address, device name, operating system version, location data; when you use the Business Suite, the latter will connect via your Internet connection.

You agree not to:

  • translate, adapt, vary, modify, violate, circumvent, reverse-engineer, decompile, disassemble, create derivative works or otherwise interfere with any element of the Business Suite, or assist anyone else to do so;
  • use the Business Suite in any unlawful manner, for any unlawful purpose, in any manner inconsistent with this Agreement, or act fraudulently or maliciously (e.g. by inserting data, apps or code that might damage the Business Suite or the operating system of the device used);
  • collect any information or data from the Business Suite or from our systems or attempt to decipher any transmissions to or from the servers providing the Services;
  • upload any content that is or may be considered violent, threatening, liable to incite racial hatred, in breach of confidentiality or privacy, discriminatory, defamatory, offensive, unlawful, pornographic, obscene, indecent, profane or which may cause distress or discomfort.

If you decide to stop using Satispay, for privacy/security purposes, we require you to remove the Business Apps and any API integrations from all devices.

From time to time we may update or modify the Business Suite to:

  • comply with changes in relevant laws and regulations; 
  • offer new services; and/or
  • implement minor technical adjustments and improvements.

Where possible, we will let you know when these updates for the Business Suite will be available and the Merchant will be responsible for keeping the Business Suite updated to the latest available version. Some updates might be compulsory whereas you wish to continue using the Business Suite; and some older versions of the Business Suite may become obsolete or cease to be supported over time.

We assume you have obtained authorization to download, install or use the Business Suite from the owners of every device you use but you do not own. Merchant and/or the owner of the devices may be charged by their own service provider for Internet access on the devices.

Satispay’s failure to claim any breach of this Agreement by Merchant cannot be considered as Satispay’s waiver of that breach. Likewise, no failure or delay in the exercise of Satispay’s rights under this Agreement shall constitute a waiver of these rights.

Obligations under this Agreement shall be considered valid, where applicable, for every user that is designated by Merchant to operate with the Business Suite.

1.1.6. Business Suite availability

There are times when we may need to carry out planned maintenance on any components of the Business Suite. Under these circumstances, all or some of the features on your Business Suite might be momentarily unavailable, therefore we ensure to give you adequate notice before this activity will be performed.

In the event of unplanned maintenance (for example, due to a technical fault or system error) we will make every effort to restore your service as soon as possible.

Satispay cannot be held liable for any consequence arising from the unavailability of the Business Suite as a result of any technical issue beyond its control. This includes unavailability of connectivity and technical issues with your devices.

1.1.7. Business Suite data collection and analysis

In order to provide you with the best possible user experience, we record events concerning the use of the Business Suite, including page dwell time, time to complete processes, and any other usage information such as location data, connectivity type and technical device, hardware and software specifications. This is intended to help solving any issue that might arise as well as to monitor the Business Suite usage and make improvements.

1.1.8. Business Suite Security

In order to access the Business Suite you are required to create or make use of certain security details, such as username and password. You are responsible for keeping your devices safe and ensuring that no third party can access the Business Suite without your authorization.

You must take all necessary steps to avoid the loss, theft or non-authorized use of your devices. You shall not disclose to third parties any detail regarding the Services, except when required in order to authorise a Transaction. 

If you suspect that the Account or the security details have been compromised, you must notify us as soon as possible. You must keep your security details safe at all times and do not disclose them. Failure to comply with these rules will be considered as gross negligence and may affect your ability to claim any losses incurred. 

1.2. Transactions Approval

Where a Transaction shall be approved (i) by the Merchant, it can be refused by the Merchant if the amount entered by the payer does not match with the price of the goods and services to be paid; or (ii) by the User, he/she can refuse it for any reason. Otherwise, where Merchant’s approval of the Transaction is performed in an automated manner, the Transaction will be considered approved at the time of the execution of the payment by the User.

Once a Transaction is approved, the consent for its execution cannot be withdrawn.

In case of recurring payments, the User grants its consent to execute the Transactions relating to recurring payments in compliance with the terms agreed between the User and the Merchant. In such circumstances, the Transaction is considered approved if the User owns available funds to execute the recurring payment on the date agreed between the User and the Merchant. The User has the right to withdraw, at any time, with immediate effect, his consent for future Transactions, it being understood that no refund will be owed for the approved Transactions which have already been performed in compliance with the terms agreed between the User and the Merchant. In case of breach of the terms agreed between the User and the Merchant, the remedies available to Satispay against the Merchant shall remain unaffected.

1.3. Execution time of Transactions 

All Transactions are executed in Euro currency.

Once a Transaction is approved, we credit the amount of the Transaction to the Merchant Account and you will be able to check the payment through the Business Suite.

2. Execution time of Transactions

In order to activate the Services you shall register on the Dashboard and provide the information required. The Services are financial services and we are required by law to hold certain information about our customers. This information is used to provide the Services, and to help us identify Merchant and Merchant Account in the event of misappropriation. We keep this information only for the time strictly necessary and for the purposes described in this clause 2 and in the following clauses 12 and 13.

In order to use the Services, Merchant shall be established in one of the countries being part of the European Economic Area (EEA). Satispay will need information to verify the identity of Merchant. Satispay may ask Merchant to provide documentary evidence to prove its identity. Additionally, Satispay may carry out checks on Merchant electronically.

In the context of its evaluations deriving from the obligations required for compliance with anti-money laundering laws, we may not activate the Services or deny, suspend or limit access to and/or use of the Services in the event that: (i) we are unable to obtain from you and verify the information and documents needed to perform the checks; (ii) we consider that the results of the checks are not satisfactory in light of the obligations imposed on us by the law; (iii) the provision of the Services to you may harm our business, reputation and/or expose us to any offence or risk of financial losses or liability. We will not always provide specific detail regarding any failed verification in order to protect our verification process and, more in general, the Services.

Upon positive completion of our internal evaluations, we will make the Services available to you.

Whereas Satispay requires Merchant to provide the above mentioned documents, the latter cannot refuse to do so.

Merchant may have only one Merchant Account under this Agreement.

3. Fees

Fees are agreed between us and the Merchant before the activation of the Services.

The fees charged for each Transaction are communicated to you via the Dashboard.

4. Communication

4.1. How Merchant may contact us

Merchant may contact us using the “Contact Us” function available on the Business Suite. Alternatively, Merchant may contact us by email to business@satispay.com or via post at Satispay Customer Services, 53, Boulevard Royal, L-2449 Luxembourg.

4.2. How we may contact Merchant

We may contact Merchant through the Business Suite, via email or post, using the details Merchant provided on the Dashboard.

Should those details change, Merchant should inform us without delay.

4.3. Language

Should this Agreement, other terms and conditions as well as any notice or any other document relating to this Agreement be provided in a language other than the English language, the English language version shall prevail in case of conflict.

4.4. Copy of Agreement

On its execution date this Agreement will be made available to Merchant in digital format. Additionally, Merchant can afterwards contact us to request a copy of the Agreement, which will be sent to Merchant by email free of charge.

5. Suspending the Services

We may suspend your use of the Services, if we have reasonable concerns about the security of the Merchant Account or we suspect that the Services are being used in a fraudulent or unauthorised manner or that there is a material and/or repeated breach of your obligations under this Agreement. In such circumstances, you will not be able to use the Business Suite to make any Transaction.

We will notify you of any such suspension and the underlying reasons as soon as possible, unless this would reasonably compromise the security measures or it is not in compliance with the law. 

We may lift the suspension and, as the case may be, issue new security codes free of charge as soon as possible once the reasons for the suspension cease to exist.  

6. Disputed Transactions

6.1. Unauthorised and/or incorrectly executed Transactions

If Merchant considers that (i) a Transaction was incorrectly carried out; or (ii) Merchant has received funds for a Transaction that has not been authorized, Merchant shall contact us without delay order to allow us to conduct an investigation on the matter.

We undertake to immediately conduct an investigation and we will take charge of the dispute within 48 hours. We will inform the Merchant on the outcome of our investigation as soon as possible.

In the event that we have reasonable grounds to consider or suspect that Merchant had received funds for a Transaction which was unauthorised or incorrectly carried out or, for reasons related to the prevention of frauds or other crimes, believes it is necessary to collect further information, we will immediately conduct an investigation and, where possible, will inform Merchant about its initiation.

Whenever appropriate, we may require you to provide information on the Transactions subject to investigation and/or complete a dispute form as well as to provide relevant supporting documentation. 

Should the outcome of the investigation demonstrate that the Transaction was unauthorised or incorrectly executed or contrary to law, we may be required to cancel the payment executed and require the Merchant to return the amount it has received.

If within 5 calendar days from our refund request we have not received payment in full from you, it is hereby acknowledged that we have the authorization to collect the required amount from you by performing a direct debit from your bank account.

Merchant may be considered liable for the losses incurred by Satispay because of inaccuracy, non-authorization and/or dispute occurred in connection with the Transaction investigated, including the costs incurred to initiate and close the investigation. 

Satispay undertakes to inform the Merchant without undue delay regarding any request of refund.

6.2. Liability

Merchant is held liable for all losses incurred due to unauthorised Transactions if:  

  • it acted fraudulently; or 
  • it intentionally or with gross negligence failed to: (i) safeguard and use the security codes in accordance with the Agreement; or (ii) notify us the issue in accordance with clause 6.1. 

6.3. Refusal

In certain circumstances we may refuse the Merchant request to execute a Transaction. This may occur whereas:

  • we have reasonable doubts about the security of Merchant Account or we suspect that the Services have been used in a fraudulent or unauthorised manner;
  • we have reasonable grounds to believe that Merchant is acting in breach of this Agreement; or
  • we are required to do so by law.

Unless there is a legal prohibition, if we refuse the Merchant request to execute a Transaction, we will promptly inform the Merchant, providing the reasons for such refusal as well as, where necessary, the procedure to follow in order to correct any potential material error that led to the refusal. 

7. Termination

Merchant may terminate the Agreement at any time without neither motivation nor prior notice by contacting us. No penalties, indemnities or any other expenses will be owed by the Merchant for this termination.

We may terminate this Agreement with immediate effect in the following cases:

  • if you do not provide us with all of the information we need by law to open or operate on your Merchant Account or use the Services;
  • if you are not entitled to open the Merchant Account or use the Services;
  • if you breach a material part of or repeatedly the Agreement and fail to remedy within 10 days;
  • if you use the Services in a fraudulent or unlawful manner;
  • if you fail to pay any fees due;
  • if you are subject to bankruptcy, winding-up, dissolution, liquidation, voluntary or compulsory administration and/or any other similar procedure;
  • if we consider that the provision of the Services to you harms our business, reputation and/or exposes us to any offence or risk of financial losses or liability;
  • it is required by law.

We may terminate the Agreement without any reasons by giving Merchant 60-day prior notice.

In the event of termination of the Agreement, we will deactivate your  access to the Services. Any unused balance in the Merchant Account will be redeemed in accordance with clause 9, unless prohibited by law.

8. Duration

This Agreement is a framework contract of indefinite duration in accordance with the Luxembourg law of 10 November 2009 on payment services, as amended from time to time. 

9. Settlement

The funds are redeemed to the Merchant’s bank accounts, indicated by the Merchant on the Dashboard.

The funds held in Merchant Account are automatically redeemed to the Merchant on the first working day following the approval date of the Transactions, executed with positive outcome, or on the basis of what has been agreed between Satispay and Merchant, notwithstanding the performance of the evaluations pursuant to clause 2, including the circumstance in which the Merchant does not provide adequate evidence of its ownership of the bank account where the funds must be redeemed.

Merchant may retain a certain amount on the Merchant Account that might be used to carry out refunds to the Users, e.g. in return of faulty goods.

Satispay may deduct its fees from the above mentioned funds or as otherwise agreed with Merchant. 

10. Purchases

We are not responsible for the safety, legality, quality or any other aspect of the goods and services purchased by using the Services. Any claim between Merchant and a User should be directly resolved between them.

Merchant can provide refund through the Service only if there are sufficient funds in Merchant Account.

11. Amendments to the Agreement

If we need to make any amendment to this Agreement, we will notify the amendments 60 days prior to their effectiveness, except where the amendments are required under the law or they do not cause prejudice to your rights and obligations, in which case they will be immediately effective. This will allow you to assess the amendments requiring prior notice and, in case you disagree with them, you will have the right to terminate the Agreement as per Section 7.

Copies of the most up-to-date version of the Agreement is made available in the Business Suite and on our website at all times. 

12. Data Protection and GDPR

In the framework of the provisions of this Agreement, the Parties represent and warrant to comply with the provisions of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”), and with any other applicable European and national data protection laws and regulations, as well as with the relevant decisions issued by the competent data protection authorities (the “Applicable Privacy Provisions”), adopting all the necessary and appropriate security measures for the protection of the processed data.

In particular, Satispay is data controller of the processing of personal data of Users and natural persons related to the Merchant and it handles and protects the data in accordance with the Applicable Privacy Provisions. Satispay will collect and process personal data in compliance with the privacy policy available on the privacy section of the website www.satispay.com, which Merchants agrees to accept by entering into this Agreement.

In order to provide our Services, we might use services of third parties or companies being part of our group and outsource certain activities. Therefore, it may be necessary to transfer personal information to companies established abroad, both within or outside the European Economic Area (EEA). Any transfer made will be in full compliance with the Applicable Privacy Provisions.

Personal Data of natural persons related to the Merchant are not used for any sales or marketing purposes by companies other than Satispay or its group companies.  We do not transfer your information to third parties unless we have your consent to do so or it is required by law to do so (by way of example for prevention of fraud or other crimes).

It is the sole responsibility of Merchant to ensure that all Users’ personal data shared with Merchant related to the execution of a Transaction towards the latter is managed and protected in accordance with the Applicable Privacy Provisions.

You agree to inform Satispay without delay of any change in the personal data in your possession  and, upon request, to provide Satispay with any additional information the latter might consider useful for the prosecution of a business relationship and/or that is required by applicable laws or regulations.In accordance with the Applicable Privacy Provisions, you have the right to request to Satispay the access to personal data related to you  as well as the right to ask for the rectification of such personal data, in compliance with the provisions of Satispay’s privacy policy.

The Business Suite use is subject to Satispay’s privacy policy the cookie policy available on Satispay’s website. 

13. Confidentiality obligations

For the entire duration of this Agreement, each Party shall maintain the confidentiality of all the other Party’s confidential information obtained in connection with the execution of this Agreement, and shall not disclose it under any circumstance to third parties (nothwithstanding the legitimate disclosure of this information with companies belonging to same group, as well as with employees, directors, associates, agents, consultants and any other person acting on behalf of the Party concerned), unless disclosure of this information is necessary in order to comply with laws or regulations or with any act or court, administrative or regulatory order.

Satispay is subject to specific professional secrecy obligations. The Merchant that, in connection to the Services, receives from Satispay information concerning other subjects, including personal data of Users having performed a Transactions in favour of the Merchant, must abide by professional secrecy obligations equivalent to those applicable to Satispay.  When entering into the contractual relationship with Satispay, you authorise Satispay to transfer the information related to you to third parties whose involvement is necessary for Satispay to provide its e-money services, including  third parties appointed by Satispay in accordance with executed data processing agreements as well as its Privacy Policy. Merchant declares to waive its professional secrecy rights for the purposes laid down herein.

In these circumstances, Satispay will ensure that such third parties will be subject to confidentiality obligations equivalent to the secrecy obligations applicable to Satispay in accordance with the Applicable Privacy Provisions and with Satispay’s privacy policy.

14. Complaints

If Merchant is not satisfied with the Services, it must inform us by contacting us on the addresses indicated in clause 4.1,) so that we can try to solve the issue. We will promptly send Merchant a notice of acknowledgement of the complaint and a copy of our complaints procedure. 

Merchant may request further information as well as a copy of our complaints procedure at any time. Information on our complaints procedure can also be found directly on our website. Merchant undertakes to cooperate with us and provide the necessary information to investigate on the complaint and solve it as quickly as possible. 

Where the Merchant is not satisfied with Satispay’s answer on given complaint, it may contact the CSSF at the following addresses:

15. Intellectual Property Rights

All content included in our Business Suite (including all underlying material such as code, software and databases) and the related copyrights as well as other intellectual property rights belongs to or has been licensed by us, unless otherwise specified. All content is protected by the applicable Luxembourg and international intellectual property laws and treaties.

By intellectual property rights we mean all vested, assigned and future intellectual property rights including but not limited to copyright, trademarks, service marks, design rights (whether registered or not), patents, know-how, trade/business secrets, inventions, set-up, database rights and any application for the protection or registration of these rights and all their renewals and extensions existing in any part of the world, whether already existing or created in the future, which the licensor may be entitled to.

16. Website Links

We may provide links to third parties’ websites, web apps and downloadable apps through the Business Suite or on our platforms. Unless otherwise provided, this content is not under our control. We neither assume nor accept any liability for such content. The provision of a link by us is made for reference only and does not imply any endorsement or recognition of the linked content or of those in control of it.

17. References

Merchant agrees that, starting from the moment of execution of the Agreement, Satispay is permitted to name Merchant as a reference in the following media: website www.satispay.com, Satispay's App, on other social channels used by Satispay, videos, presentations, product brochures as well as presentation walls and stands, banner, roll ups, displays at fairs, exhibitions and conferences.

18. Force Majeure

We cannot be held liable for any breach of the Agreement where the breach is due to abnormal and unforeseeable circumstances beyond our control, whose consequences could not be avoided.

 We cannot be held liable where the breach is due to compliance with legal obligations.

19. Severance

If any term or provision in the Agreement is held to be illegal or unenforceable, in whole or in part, such term or provision or part of it shall be deemed to be severed and deleted. In such circumstance, the validity and enforceability of the rest of this Agreement shall not be affected.

20. Assignment

Merchant agrees that Satispay may assign this Agreement or the benefits arising from it to third parties. Should Satispay perform such assignment, it will promptly inform the Merchant about it.

21. Governing law and jurisdiction

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation is governed by and construed in accordance with the laws of Luxembourg. 

Each Party irrevocably agrees that the courts of Luxembourg-City have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.