General terms and conditions for the service “Satispay Business”

(Version 2.0 | 15 April 2019)

These terms of use constitute an agreement (“Agreement”) between you (“you”, “your” and “Merchant”) and Satispay Europe SA (“we”, “us”, “our” and “Satispay”). Satispay is a Luxembourgish registered company, with registered office at 9, rue du Laboratoire, L-1911 Luxembourg. Satispay is an authorised electronic money institution authorised and regulated by the Commission de Surveillance du Secteur Financier (“CSSF”) with register number W00000010.

1. Services

Subject to clause 2, Satispay provide Merchant with the following services (“Services”):

  • an electronic money (“E-money”) account (“Merchant Account”) in which Merchant may store and manage 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 don’t earn any interest and will be deposited on a segregated bank account, which cannot be tackled by Satispay’s creditors in case of its insolvency.

1.1. Consent

1.1.1. Transactions

Merchant consents to: (i) accepting payments, also through automated systems, from Users; (ii) initiating, also through automated systems, payments request 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”).

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 Merchant Account balance and Merchant’s Transaction history using the Dashboard, including (i) the amount of each Transaction, (ii) a reference to identify the payer or payee (as appropriate), (iii) any fees charged (including a breakdown of the fees), (iv) the credit date of the deposit related to the Transactions (as appropriate).

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

In order to receive payments through a new solution, 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 controls, 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 have the Satispay Business App (“App Business”) installed on a relevant device with a compatible platform.

Merchant may check on the Satispay website the list of compatible platforms for whose the App Business is available.

1.1.4. API

In addition to the APP Business, Satispay provides to Merchant with a web-services interface (“API”) to allow the integration of the software solutions for receiving payments in the Shops through the API. Technical documentation, including information for the software compatibility, of the API can be found, as updated from time to time, on Satispay website.

1.1.5. Business Suite

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

You understand that you must not distribute, publish or otherwise pass the Business Suite onto anyone else. You also understand that the Business Suite has not been created just for your needs, but has been developed for general use.

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

You agree not to:

a. 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 another person to do so;

b. 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 hacking into or inserting malicious code or harmful data into the Business Suite or any connected operating system);

c. collect or harvest any information or data from the Business Suite or our systems or attempt to decipher any transmissions to or from the servers running any service;

d. upload any content that is or may be considered violent, threatening, liable to incite racial hatred, in breach of confidence or privacy, discriminatory, defamatory, abusive, unlawful, pornographic, obscene, indecent, profane or which may cause annoyance or inconvenience.

We may terminate your use of Services including the Business Suite if you use it for any illegal or immoral purpose or commit a material or persistent breach of this Agreement.

If you leave Satispay we’d suggest that for privacy/security purposes you remove any components of the Business Suite from all your devices.

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

a. to reflect changes in relevant laws and regulatory requirements; and/or

b. to implement technical adjustments and improvements.

We’ll let you know when upgrades for the Business Suite are compulsory if you’re 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’ve obtained permission from the owners of any devices you use but don’t own, to download, stream or use the Business Suite. Either or both of you may be charged by your service provider for Internet access on the devices.

By using the Business Suite, you’re allowing us to collect and use technical information about the devices and related software, hardware and peripherals for services that are Internet based. This allows us to improve our products and to provide our services to you.

If we don’t insist that you perform your obligations under this Agreement, it doesn’t mean you don’t have to. Similarly, if we don’t enforce our rights under this Agreement, or we delay in doing so, it doesn’t mean we’ve given up those rights.

The obligations of this agreement shall be considered valid, as appropriate, for each person that is designated by the 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. When we do this, all or some of the features on your Business Suite might be unavailable for a period of time, so we’ll ensure we give you advance notice before we do this.

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

We are not held liable for any consequence arising from the Business Suite being unavailable as a result of any technical issue that’s beyond our control. This includes unavailability of connectivity and technical issues with your devices.

1.1.7. Business Suite analytics

To make sure we’re offering you the best experience we can, we’ll record events within the Business Suite, including page dwell time, time to complete processes, and how you use the Business Suite. This may also include the use of location data, connectivity type and technical device specifications. We do this to help with any problems we may encounter, and also to monitor 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 be given security details such as username and password. You are responsible for keeping your devices safe and ensuring that no else one can access the Business Suite without your authorization.

You must take all reasonable steps to avoid the loss, theft or misuse of your devices. Do not disclose any details about the Services to anyone except where necessary to authorise a Transaction.

If you suspect that the Account or security details have been compromised, you must notify us as soon as possible. You must keep your security details safe at all times by memorising them as soon as possible and not disclosing them to any person. Failure to comply with this may be treated as gross negligence and may affect your ability to claim any losses.

1.2. Approve Transactions

In case a Transaction shall be approved (i) by the Merchant, it has the opportunity to refuse such Transaction instead of approving it, if the amount or the payer doesn’t fit with the underlying purchase; (ii) by the User, it has the opportunity to refuse such Transaction instead of approving it for any reason.

Once a Transaction is approved, its consent 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 in 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 uneffected.

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 your Merchant Account and you are able to see the payment using the Business Suite.

2. Activation

In order to activate the Services Merchant must subscribe to 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. We use this information to administer the Services, and to help us identify Merchant and Merchant Account in the event of misappropriation. We only keep this information as long as is necessary and for the purposes described in this clause 2, clause 14 and clause 15.

In order to use the Services Merchant must be a business or an association (whether with legal personality or not) and a resident of the EEA. We will require information to identify Merchant and evidence to verify Merchant. Satispay may ask Merchant to provide documentary evidence of identity. Additionally, we may carry out checks on Merchant electronically.

We may not activate the Services or deny, suspend or limit access to 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 are not satisfied with the results of the checks in light of the obligations imposed on us by the law; (iii) providing the Services to you may harm our business, reputation and/or expose us to any offence or risk of financial losses or liability to us. 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 checks, we will make the Services available to you.

In order to use the Services, you consent to the checks described in this Agreement being undertaken.

Merchant may have only one Merchant Account under this Agreement.

3. Spending limits

We may impose limits on the amounts and volumes of Transactions that Merchant is permitted to collect using the Services. These limits are set out in the Dashboard.

4. Fees

We agree the fees with Merchant and confirm them before the Services begins.

The fees charged for each Transaction are provided to you in the Dashboard.

5. Communication

5.1. How Merchant may contact us

Merchant may contact us using the “Contact Us” function on the Business Suite. Alternatively, Merchant may contact us by email business@satispay.com or post at Satispay Customer Services, 9, rue du Laboratoire, L-1911 Luxembourg.

5.2. How we may contact Merchant

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

If those details change, Merchant should inform us as soon as possible.

5.3. Language

This Agreement is written in English, since User has already granted its consent. Any communications related to this Agreement will be in English and any translation into other languages will be considered as a mere courtesy translation.

Where this Agreement, other terms and conditions or any notice or other document relating to this Agreement is provided in a language other than the English language, then the English language version shall prevail if there is a conflict.

5.4. Copy of Agreement

Merchant can contact us to request a copy of the Agreement, which will be sent to Merchant by email free of charge.

6. Suspending the Services

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

We will notify Merchant of any such suspension as soon as possible, and of the reasons for the suspension unless to do so would compromise reasonable security measures or otherwise be unlawful.

We may lift the suspension and, where appropriate, issue new security details free of charge as soon as practicable once the reasons for the suspension cease to exist.

7. Disputed Transactions

7.1. Unauthorised and incorrectly executed Transactions

If Merchant believes that a Transaction was incorrectly carried out or Merchant has received funds for a Transaction you did not approve or initiate, in order for us to investigate Merchant must contact us as soon as it becomes aware of any dispute.

We may require Merchant to complete a dispute declaration form and to provide relevant supporting documentation.

We will immediately conduct an investigation and we will acknowledge the dispute within 48 hours. We will let Merchant know the outcome of our investigation as soon as possible.

In the event that Satispay establishes or has suspicion that Merchant received funds for a Transaction which is unauthorised or incorrectly carried out or deems it necessary to carry out further analysis for the prevention of frauds or other crimes we will immediately conduct an investigation.

In most cases we tell you about our investigation and may require you to provide information on the Transactions subject to investigation and/or complete a dispute declaration form and to provide relevant supporting documentation.

Following any investigation, where Satispay determines that the Transaction is unauthorised or incorrectly executed or unlawful, we may reverse any payments made and require repayment by the Merchant.

If within 5 calendar days of our request for repayment we have not received payment in full from you in our account, it is hereby acknowledged that we have authority and do not require any consent to collect the required amount from you performing a direct debit from your bank account.

Merchant may also be liable for the losses we suffer in connection with the Transaction including but not limited to the cost of the investigation.

We give Merchant reasonable notice of any reverse refund or request for repayment.

7.2. Liability

Merchant is liable for all losses incurred by you and by us in respect of an unauthorised Transaction if:

  • Merchant has acted fraudulently; or
  • has intentionally or with gross negligence failed to:

7.3 Refusal

In certain circumstances we may refuse the Merchant request to approve or initiate a Transaction. These circumstances include:

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

Unless it would be unlawful for us to do so, where we refuse the Merchant request to approve or initiate a Transaction, we will notify Merchant as soon as reasonably practicable that it has been refused and the reasons for the refusal together, where relevant, with the procedure for correcting any factual errors that led to the refusal.

8. Cooling off

You have a period of 14 days where you may exercise your statutory right of withdrawal from this Agreement without penalty and without giving any reason. This period begins from the acceptance of this Agreement. It is understood that any Transaction carried out during the 14-days period will not be affected by that withdrawal.

9. Termination

Merchant may terminate the Agreement at any time by contacting us.

We may terminate this Agreement with immediate effect:

  • if you do not provide us with all of the information we need to open or operate your Merchant Account or use the Services;
  • if you weren’t entitled to open the Merchant Account or use the Services;
  • if Merchant breach an important part of the Agreement, or repeatedly breach the Agreement and fail to resolve the matter within 10 days;
  • or use the Services in a manner that we believe is fraudulent or unlawful;
  • if Merchant fail to pay fees that Merchant have incurred;
  • if Merchant is subject to bankruptcy, winding-up, dissolution, liquidation, voluntary or compulsory administration and/or anything analogous;
  • if continuing providing the Services to you may harm our business, reputation and/or expose us to any offence or risk of financial losses or liability to us;
  • we need to do so to comply with the law.

We may terminate the Agreement without any reasons by giving Merchant 30 days’ notice.

We will not always provide specific detail regarding any termination in order to protect our internal processes and, more in general, the Services.

If the Agreement terminates, we will disable Merchant’s access to the Services. Any balance in Merchant Account will be redeemed in accordance with clause 11, unless we are not permitted to do so to comply with the law.

10. Duration

This Agreement is a framework contract of indefinite duration for the purposes of the Luxembourg law of 10 November 2009 on payment services, as amended.

11. Settlement

The funds held in Merchant Account are automatically redeemed to the Merchant the first working day after the approved Transactions, with positive outcome, or as may otherwise be agreed by Satispay and Merchant, subject to satisfactory completion of the relevant checks as described in Clause 2.

The funds are redeemed to the Merchant’s bank accounts, specified by the Merchant through the Dashboard.

Merchant may retain in Merchant Account an amount of funds. These funds may be used for the purposes of providing refunds to the Users, e.g. in return of faulty goods.

Satispay may deduct its fees from the funds or as otherwise agreed by Satispay and Merchant.

12. Purchases

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

Merchant is able to provide refund through the Service, but only if there are sufficient funds in Merchant Account to cover the refund.

13. 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 allows you to consider the amendments which requires prior notice and, in case you disagree with the same, you will have the right to terminate the Agreement as per Section 9 - Termination.

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.

14. Privacy Policy

Satispay is a data controller of your personal data, and manages and protects your personal data in accordance with 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 other applicable data protection laws (jointly, the “Applicable Privacy Provisions”).

It may be necessary to transfer personal information overseas. When this is needed information is only shared within the EEA. Any transfers made will be in full compliance with all aspects of the Applicable Privacy Provisions.

Your personal data are not used for any sales or marketing purposes outside of Satispay or Satispay Group of Companies and we do not pass your information onto third parties unless we have your consent to do so or we are required by law to do so e.g. for fraud or crime purposes.

It is the sole responsibility of Merchant to ensure any personal data a User shares with a Merchant at the time of making a transaction is managed and protected in accordance with the Luxembourg laws and the Applicable Privacy Provisions.

You have the right to request details of the personal information that is held about you, and you may receive this by writing to us. Where legally permitted, we may charge for this service.

Satispay will collect and process personal data relating to you in compliance with our Privacy Policy you may find on the website www.satispay.com/privacy for full details, which you accept by accepting the Agreement.

15. Personal Data

Satispay is subject to secrecy obligations. Satispay will therefore not disclose any personal data collected except if authorised or required by law or explicitly authorised by this section and/or our Privacy Policy.

When entering into business relationship with Satispay, you authorise Satispay to disclose your personal data, in accordance with and pursuant to the GDPR, to third parties or such other persons whose involvement is necessary for Satispay to render its e-money services, including notably third party commissioned by Satispay in accordance with the data processing agreements put in place by Satispay and in accordance with our Privacy Policy. In this case, it being understood that such third party will be located in a state of the European Economic Area and Satispay will ensure that such third parties are subject to secrecy obligations equivalent to the secrecy obligation applicable to Satispay pursuant to the Luxembourg laws and our Privacy Policy. To the extent that you receive from Satispay in relation to its Services any personal data relating to others, you will be bound to such secrecy obligations equivalent to these applicable to Satispay.

Data collected may be retained in compliance with applicable laws and our Privacy Policy.

In accordance with the applicable law, you have a right of access to its personal data, as well as the right to rectify such personal data.

You agree to inform Satispay as soon as possible of any change in personal data collected and to supply Satispay upon request with any additional information it deems useful to the maintenance of a business relationship and/or that is required by applicable laws or regulations.

The Use of our Business Suite is also governed by our Data Privacy Policy and Cookie Policy available from our Website.

16. Complaints

If Merchant is not satisfied with the Services, it must tell us first by contacting us (see contact details in clause 5.1) so we can try to resolve the issue. We will promptly send Merchant a complaint acknowledgement and a copy of our Complaints Procedure.

Merchant may also request a copy of our Complaints Procedure at any time. Details of our Complaints Procedure can also be found on our website. Merchant agrees to cooperate with us and provide the necessary information for us to investigate and resolve the complaint as quickly as possible.

Merchant may take unresolved complaints to the CSSF:

  • Commission de Surveillance du Secteur Financier, Département Juridique CC 283 (Legal Department, Consumer Protection/Financial Crime), route d’Arlon L-2991 Luxembourg;
  • Telephone: (+352) 26251-2574 or (+352) 26251-2904;
  • Fax: (+352) 26251-2601;
  • email: reclamation@cssf.lu;
  • website: www.cssf.lu/en/consumer/complaints

17. Intellectual Property Rights

All content included in our Business Suite (including all user-facing material, and all underlying material such as code, software and databases) and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by us. All Content is protected by applicable Luxembourg and international intellectual property laws and treaties.

By Intellectual Property Rights we mean all vested, contingent and future intellectual property rights including but not limited to copyright, trademarks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, set-up, database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created to which the Licensor may be entitled.

18. Website Links

We may provide links to other content such as websites, web apps and downloadable apps. Unless expressly stated, this content is not under our control. We neither assume nor accept responsibility or liability for such third party content. The provision of a link by us is for reference only and does not imply any endorsement of the linked content or of those in control of it.

19. References

Merchant agrees that as of Agreement conclusion 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 it, videos, presentations, product brochures as well as presentation walls and stands, banner, roll ups, displays at fairs, exhibitions and conferences.

20. Force Majeure

We are not liable for any breach of the Agreement where the breach is due to abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to our legal obligations.

21. Severance

If any term or provision in the Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of the Agreement but the validity and enforceability of the remainder of the Agreement shall not be affected.

22. Assignment

We may assign the benefit and burden of this Agreement to another company at any time by giving you 30 days advance notice of this. If we do this, your rights will not be affected.

23. 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.