Alma General Terms of Sale — Merchants
Appendix 1 - Special Terms and Conditions — France
Appendix 2 : Country Specific Terms and Conditions — Spain
Appendix 3 : Country Specific Terms and Conditions — Portugal
Merchants — Master Payment Services Agreement
Alma General Terms of Sale — Marketplace
Marketplace -Alma General Terms of Sale — Marketplace Master Payment Services Agreement
Alma Data Protection Agreement
ALMA distributes a payment solution, enabling Merchants to offer their customers immediate, deferred, or installment payments for their purchases, with the guarantee of being systematically paid at the time of sale.
The Merchant uses ALMA through its integration within the HiPay solution.
The ALMA payment system comprises a set of application programming interfaces (APIs), e-commerce-compatible modules, and in-store payment interfaces, enabling the Merchant to receive payments
Appendices 1 to 3 of the General Terms of Sales detail the additional special terms applicable depending on the country where the service is provided.
This document constitutes the General Terms of Sale (hereinafter the “TOS”) for the payment solution (hereinafter the “Service(s)”) made available by Alma (hereinafter “Alma”), a Société par Actions Simplifiée (simplified joint-stock company) whose registered office is located at 176, Avenue Charles De Gaulle, 92200 Neuilly-Sur-Seine (France), registered in the Nanterre Trade and Companies Register under number 839100575. Alma is approved as a Payment Institution and Financing Company by the French Autorité de contrôle prudentiel et de résolution (ACPR) and registered under number 17408 (BIC), which can be consulted on the “Regafi” website.
This document defines the general terms and conditions governing the sale and provision of the Services offered by Alma to its professional customers (hereinafter the “Merchant(s)”).
Through the Services made available by Alma, the Merchant is able to offer its own customers (hereinafter the “Buyers”) the possibility to pay for their purchases via a deferred payment arrangement or payment in installments.
“Agreement” means the mutual agreement between Alma and the Merchant, the intent of which is to create, modify, transfer, or extinguish obligations. The Agreement is composed of: these general terms of sale, the Master Payment Services Agreement, and the Data Protection Agreement.
“Alma” means Alma SAS, a french payment service provider licensed both as a payment institution and a financing company, as identified at the start of the TOS.
“Alma Europe” means when Alma is providing its Services with its passport in European countries outside of France, using its payment services license, more specifically Service n°4 (Credit within a Payment Transaction).
“Alma Website” means the website https://almapay.com/.
“Business Day”: means any calendar day that is not a Sunday or a public holiday in France.
“Buyer(s)” means the Merchant’s customer(s), whether natural persons or legal entities, using the Payment System to complete the purchase of goods and/or services from the Merchant.
“Financing” or “Credit” means payment facilities in the form of payment in installments or multiple payments, deferred payment solutions, and loans granted by Alma to the Buyer for the purchase of products or services from the Merchant at a Point of Sale.
“Hipay” refers to the company Hipay, a simplified joint-stock company (société par actions simplifiée), registered with the Nanterre Trade and Companies Register (RCS) under number 390 334 225, which is the payment service provider through which Alma delivers the Service
“Initial Installment” means the amount paid by the Merchant’s customer at the time of payment that is not included in the Financing and that is immediately collected by Alma on behalf of the Merchant in Alma’s capacity as a payment institution.
“Party” or “Parties” means Alma and/or the Merchant.
“Payment Account” means the payment account opened (or which may be opened) in Alma’s accounting ledgers in the name of the Merchant for the purposes of completing Payment Transactions. The Payment Account shall under no circumstances be considered as a deposit account.
“Payment Services” means the payment services mentioned in the Appendix 1 of directive (EU) 2015/2366 on payment services, that Alma provides to the Merchant.to collect the Initial Installment from the Buyer on the Merchant’s behalf whenever the Buyer chooses a payment solution involving the payment of such an Initial Installment or makes payment in full, or in the case of “Alma Europe” the transfer of the amount lent by Alma to the Buyer from the Buyer’s payment account and which also include the opening of a Payment Account in the Merchant’s name for the completion of these transactions.
“Payment System” means the service performed by Alma in connection with the provision of Financing and payment of the associated Initial Installment, or, where applicable, with the Buyer’s payment in full to the Merchant.
“PSP” means any entity other than Alma which is authorized to conduct payment service activities in France and is accredited as a payment institution in a European Union Member State or a country within the European Economic Area.
“Payment Transaction”: means any action consisting of depositing, transferring, or withdrawing funds, separate and apart from any underlying obligation between the Buyer and the Account Holder, initiated by a Buyer, on behalf of a Buyer, or by the Account Holder.
“Service(s)” means all of the services available to the Merchant under the Agreement, including the ability for the Merchant to make the Payment System available to its customers.
“Transaction” means any sale of products or services between a Buyer and a Merchant at a Point of Sale using the Payment System.
“Points of Sale” means the Merchant’s physical points of sale.
“Website” means the Merchant’s website.
The TOS shall be effective from the date of their acceptance by the Merchant, i.e. at the time of the Merchant’s registration for the Services.
The TOS are entered into for an indefinite term.
The Merchant covenants not to offer any other payment solution to Buyers residing in any market covered by the TOS via any of the Merchant’s distribution channels for payment in installments or deferred payment.
The TOS are in effect as long as the Merchant benefits from the Services through Hipay integration.
Either Party may terminate the TOS at any time, with three (3) months’ notice.
Except where in conflict with statutory provisions that are a matter of public policy, in any of the following cases, either Party may terminate the TOS at any time without advance notice, even outside of the period available for notice of non-renewal:
in the event of insolvency or voluntary liquidation proceedings, without prior notice, except where in conflict with statutory provisions that are a matter of public policy;
Voluntary liquidation, cessation of business, the passing of a resolution to liquidate, the partial or total sale of the Merchant’s business or, as the case may be, of the Guarantor’s business, where the Guarantor is unable to pay any amounts owed by the Merchant to ALMA, on any account whatsoever;
A person or a group of persons acting in concert (within the meaning of Article L.233-10 of the French Commercial Code) obtains control of the Merchant (within the meaning of Article L.233-3 of the French Commercial Code).
If the Service is suspended for an uninterrupted period exceeding three (3) months, Alma reserves the right to terminate the Agreement without prior notice.
Each Party must inform the other Party of the occurrence of any such event without undue delay.
Alma reserves the right to terminate the Agreement within fifteen (15) days of signature in the event of the Merchant’s failure to furnish the documents required by Alma, including, the provision of truncated, falsified or incomplete documents, in particular, financial documents or proof of identity.
The Merchant must send its notice of termination by email to support@almapay.com and Alma must send its notice by certified mail, return receipt requested to the Merchant’s registered office.
In addition, Alma may terminate the Agreement at any time and at its discretion, effective immediately, if the observed monthly non-payment rate reaches the threshold set by Alma or if the Payment System is used for any of the activities enumerated in the List of Prohibited Transactions, available at the following address: https://help.almapay.com/hc/en-gb/articles/360006779359-Which-activities-are-not-eligible-for-payment-with-Alma .
The non-payment rate is understood to be the ratio between the outstanding amount of receivables whose due date has passed without being paid after an unsuccessful formal notice, and the total amount of credit granted by ALMA to Buyers.
The TOS can only be effectively terminated if the Merchant is no longer using the Services. For all Transactions commenced prior to the termination of the TOS, the Merchant shall remain bound by its obligations under the Agreement until the completion of all uncompleted Transactions.
Such termination will result in the closure of Merchant’s access to the Service.
Alma will pay the Merchant any amounts it owes to the Merchant in connection with the Transactions within ninety (90) days of the effective date of termination, provided that the Merchant has no overdue commissions and is in compliance with its obligations, particularly with respect to the delivery of products and/or the provision of services to Buyers.
On the effective date of termination, the Merchant shall remove all references to the Services and to the Merchant’s business relationship with Alma from the Points of Sale and from the Website. The Merchant must also return to Alma all equipment, software, systems, and documents belonging to Alma that are in the Merchant’s possession.
Alma will be entitled to archive all relevant documentation regarding the reasons for its decision, in order to allow Alma to produce it as evidence in court.
In addition, Alma may also terminate the Agreement at its discretion, effective immediately, if the Merchant, through its own fault, fails to render the Payment System available to its customers within ninety (90) days of Alma integration.
The Parties expressly agree that the articles of the TOS on liability, intellectual property, confidentiality, applicable law, and choice of forum, shall remain in full force and effect after the termination of the TOS.
Alma reserves the right to modify the Agreement at any time.
If the Agreement is modified, the new Agreement will be sent to the Merchant by email at the electronic address furnished by the Merchant to Alma.
If, within thirty (30) days of receipt of the modified Agreement, the Merchant has not contacted Alma by email at support@almapay.com to refuse the modifications prior to their proposed date of entry into force, the Merchant will be deemed to have accepted the modified Agreement. If the Merchant refuses the modifications, the Agreement will be terminated at the end of the aforementioned thirty (30) day period.
Alma may suspend the Merchant’s access to the Services without prior notice in the following cases:
if Alma finds that the Merchant’s use of the Services poses any risk whatsoever, including, without limitation, if that use violates any law applicable to ALMA;
in the event of fraud, or for any cause mentioned in the Causes for Suspension of the Agreement available at the following URL: https://help.almapay.com/hc/fr/articles/4405388854162-Quelles-sont-les-causes-de-suspension-du-contrat-;
if the Merchant’s PSP is not in compliance with the laws and regulations applicable to the operation of the Payment System, including by failing to obtain or maintain any authorization or registration required for the performance of the Agreement;
where any approvals, authorizations, licenses, or consents necessary for the continuation of the Merchant’s activities have been suspended and/or revoked and such approvals, licenses, authorizations, or consents are no longer valid in accordance with applicable French regulations;
the Merchant is party to any dispute or legal proceeding that may affect its ability to fully perform its obligations under this Agreement;
in the event of voluntary liquidation, cessation of business, liquidation resolution, partial or total sale of the Merchant’s business, or, where applicable, of the guarantor, when the guarantor is unable to pay the amounts owed by the Merchant to ALMA for any reason whatsoever;
if the Merchant fails to comply with its obligations under the Agreement;
in the event of force majeure, as defined in the Agreement, and subject to the conditions applicable to force majeure.
It should be noted that the Merchant is strictly prohibited from engaging in any activity whatsoever that violates the rules established by different payment card networks (Visa, Mastercard, CB, or American Express).
In the event of suspension of access, termination of service, or termination of the Agreement as described above, the Merchant will remain bound by its contractual obligations, and, in particular, by its obligation to pay all amounts owed to Alma for the Services.
As required or authorized by law, Alma may withhold funds, including by freezing the Merchant’s assets, without having to provide justification for such actions.
The Merchant will remain liable for all commissions owed for the entirety of the Transactions completed, even after access to its Hipay’s dashboard or the Services has been suspended.
If access to the Services is suspended due to suspicion that the Services are being used without the Merchant’s authorization, Alma will contact the Merchant to restore its access to the Services in a secure manner.
The Merchant will integrate with the Solution through the service offered by Hipay.
Each Party represents and warrants that, as of the date of signature hereof and for the entire duration of the Agreement:
It is and shall remain a regularly formed corporation and exercise its activities in accordance with its corporate charter and bylaws (or other founding documents) and with all laws, decrees, and regulations applicable to it;
It has full authority and legal capacity to enter into and approve the Agreement and any associated dealings and transactions, and that the Agreement has been duly authorized by its corporate governance bodies or any other body vested with such authority;
The Agreement and any associated dealings and transactions are compliant with all provisions applicable to the Party;
The information and documents furnished to the other Party are accurate and comprehensive;
It has obtained all legal and regulatory permits, licenses, authorizations, and registrations required to enter into and perform the Agreement and complete any associated dealings and transactions;
To the best of its knowledge, there are no pending lawsuits, judicial or arbitration proceedings, or administrative offences or other measures filed or taken against it that might result in a clear and substantial deterioration of its business activities, its reputation, assets, or its financial situation, or that might affect the validity or the proper performance of the Agreement;
the Agreement and any associated dealings and transactions constitute a set of rights and obligations that it is fully and entirely bound by.
The Merchant acknowledges and accepts that Alma’s provision of access to the Services is subject to the following prerequisite conditions:
– The Merchant must accept the Agreement;
– The Merchant must furnish a copy of the documents required to access the Services, including:
a registration certificate (e.g. “Kbis” in France) issued no more than three (3) months beforehand;
the list of the Merchant’s beneficial owners and a valid identity document for the natural person serving as the Merchant’s legal representative, or, if the legal representative is a legal entity, a “Kbis” or equivalent company registration certificate issued no more than three (3) months beforehand;
a bank account identification statement for an account opened in the Merchant’s name, denominated in euros, and domiciled in a European Union Member State;
Alma must have reviewed and approved both the documents furnished and the Merchant itself after analyzing the risk incurred;
Alma may require the Merchant to furnish additional documents in some cases, including if Alma determines there to be a heightened level of risk or if such additional documents are required by a court order, a request from any supervision or administrative authority located in any country whereas Alma or the Merchant operate,, or newly applicable regulations.
The Merchant covenants not to use the Services for activities that are in any way prohibited by the laws and regulations applicable to the Parties, or for any activities prohibited by the different parties involved in payment transactions (Visa, Mastercard, CB, American Express, Stripe, etc.). In particular, the Merchant is prohibited from using the Payment System, even indirectly, to engage in any of the commercial activities listed at the following address:
Alma reserves the right to decide, at any time and at its sole discretion, that a given activity is no longer compatible with the use of the Services. Should this occur, Alma will notify the Merchant of its decision, and the Merchant will no longer be authorized to make the Payment System available for the activity in question.
The Merchant covenants to:
comply with the provisions of the TOS;
to pay the commission fees as described in Article 8.3 (Commission Fees);
use the Services in accordance with the provisions of the TOS and all applicable laws and regulations in force in any country where the Merchant operates;
inform Alma without undue delay if it encounters financial hardship, if it enters insolvency or bankruptcy proceedings, if it ceases its business activities, if it sells or transfers its business, or if it undergoes a change in corporate governance or corporate form, as well as to furnish all documents required by Alma, and particularly those needed for Alma to fulfill its to inform Alma without undue delay of any dispute or proceedings likely to affect its ability to fully perform its obligations under this Agreement;
to inform Alma without undue delay of any revocations and/or suspensions of any approvals, authorisations, licences, or consents necessary for the continuation of its activities that have been validly obtained;
not to prejudice Alma’s interests and not to hold itself out to any third party as being in any relationship of subordination with Alma;
to provide Alma annually with its financial statements (or consolidated financial statements, as applicable);
display the Alma logo at its Points of Sale and on the Website, particularly on the payment screen, along with all mandatory information furnished by Alma regarding the Payment System;
comply with its obligations toward the Buyers in connection with the sale between the Merchant and the Buyer;
never charge additional fees to a Buyer solely for the Buyer’s use of the Payment System as compared to the price that would have been paid without the use of the Payment System;
to notify ALMA without undue delay of any change in its payment service provider (PSP), if applicable;
always ensure the Payment System is available to Buyers;
advertise the availability of the Payment System in the distribution channels where it is available (product pages, in-store advertising, etc.).The terms, content and scope of this advertisement must be coordinated with Alma in advance;
make the Payment System available to all of its Buyers without distinction, except for persons not legally capable and natural persons not residing in one of the countries listed by Alma on its website at the following URL: https://help.almapay.com/hc/fr/articles/360009794519-Dans-quels-pays-la-solution-Alma-est-elle-disponible
The Merchant acknowledges that it is solely responsible for the products and services it sells through the Payment System.
The Merchant covenants to inform Alma any time a full or partial refund is required due to a goodwill gesture, withdrawal, or cancellation. Should this situation arise, the Merchant covenants to:
refund Hipay any amounts received within the regulatory time limit (Example in France : 14 days following the date on which the Merchant learns of the Buyer’s exercise of its right of withdrawal, except for justified delays);
not directly issue a refund to the Buyer.
The Merchant accepts that Alma may cite its name as a business reference in accordance with customary business practices.
The Merchant covenants to ensure the existence of proof of the delivery of the goods (in case of goods shipped to the Buyer) or the provision of the services covered by the Transaction (including invoices and delivery notes) and to conserve such proof for a period of not less than twelve (12) months. The Merchant covenants to furnish such proof to Alma within forty-eight (48) hours of a request made by Alma to that end. If the Buyer disputes the sale and the Merchant is unable to furnish proof as stipulated above, the Merchant agrees to reimburse Alma, through Hipay, for all amounts paid in connection with that Transaction.
Whenever goods are to be shipped to a Buyer, the Merchant must, at Alma’s request, provide Alma with the tracking number issued by the carrier responsible for delivery.
The Merchant covenants, prior to any Transaction, to use the technical infrastructure made available by Alma to provide Alma with information on the Buyer and the products and/or services being purchased by the Buyer, to enable Alma to evaluate Financing applications and ensure that no risk of fraud exists. Naturally, the Merchant undertakes to provide the above information in accordance with the technical capabilities of HIPAY.
The Merchant covenants to furnish the Buyer with a purchase receipt for the performance of the services provided for in the contract between the Buyer and the Merchant.
The Merchant covenants to contact Alma support if it suspects that a third party is fraudulently using the Services and/or fraudulently connecting to the Merchant’s dashboard.
The Merchant further covenants to include in its general terms of sale:
a stipulation that Buyers may use the Payment System to pay for their purchases, and that the completion of the payment is contingent on the Buyer’s acceptance of the contractual terms applicable to the Financing granted by Alma
a stipulation that non-approval of the Financing for an order may result in the cancellation of that order. In no case may the Buyer be forced to pay in cash or use other payment methods in the event that Financing is not obtained;
a stipulation that the termination of the general terms of sale between the Buyer and the Merchant will result in the termination of the Financing granted by Alma ;
A complete and clear information about the identity of the Merchant.
The Merchant undertakes to refer the Buyer to the following address: support@getalma.eu, for any requests relating to the Services covered by the Agreement.
For the full period during which the Agreement is valid, the Merchant agrees to offer its Buyers exclusively those Financing solutions made available by Alma, to the exclusion of all other providers, including, without limitation, for payment in installments, deferred payment, or special-purpose loans. The Merchant certifies that, at the time of signature hereof, it is not bound by any exclusivity clause in relation to such services.
As an industry professional, Alma covenants to comply with all laws, regulations, and contractual obligations in its provision of the Payment System.
Alma covenants to:
fulfill its obligation to provide advice and information to the Buyer, and in particular to supply the information on the Financing offered to enable the Buyer to determine whether the Financing effectively corresponds to the Buyer’s ability to repay;
bear the risks associated with the Transactions in accordance with the provisions of Article 11 (Liability);
avail itself of every human, material, logistical, and technical resource required to provide the Services;
inform the Merchant, within a reasonable amount of time, of any event that might affect the provision of the Services;
conduct itself in a spirit of good faith and fair dealing with regard to the Merchant, in particular by not engaging in unfair or unlawful practices;
not commit any act or engage in any behavior that might disparage or harm the image or reputation of the Merchant;
not to apply late payment penalties to Buyers in the event of non-payment.
The Merchant undertakes to:
inform individuals interested in completing a banking transaction or utilizing a payment service that Alma’s Payment System is an available option;
put Alma and the Buyer in relation;
supply Alma with the contact information of individuals interested in completing a banking transaction or utilizing payment services;
supply the Buyer, free of charge, with promotional documents made available by Alma regarding Alma’s Payment System and Financing solutions.
The Merchant undertakes to comply with the applicable laws and regulations regarding the advertising of Alma’s Financing solutions.
For each Transaction carried out, HiPay invoices the fees agreed between the Merchant and HiPay.
The Merchant undertakes to always keep the Payment System accessible to its customers for any purchase whose amount falls within the thresholds defined in Article 8.3 below, unless express agreement is given by Alma.
In any event, Alma has sole authority to decide whether to grant or refuse Financing. Its decision to grant or refuse is discretionary. The Merchant therefore acknowledges that it has no decision-making power with respect to the granting or refusal of Financing, and may not challenge the decisions made by Alma in this context.
In the event of cancellation, rescission, termination of a Transaction, or a refund to be made to a Buyer, the Merchant undertakes to use its personal account within HiPay to notify Alma accordingly. In this regard, the Merchant undertakes never to directly refund the Buyer, in whole or in part, for the amount of the Transaction by any other means.
Alma offers the collection of the first instalment on behalf of the Merchant, as a payment Service. The Buyer's subsequent instalments are then collected in the form of repayment of the Buyer's Financing to Alma, directly for the latter. Consequently, the calculation of interest on the Financing does not include the first instalment.
Alma may also request that the Merchant cancel a Transaction within a maximum period of twenty-four (24) hours following its validation, if additional analyses carried out by Alma have identified a significant risk of fraud.
In such case, Alma will notify the Merchant by any means so that the Merchant may cancel the delivery.
The Merchant acknowledges and agrees that the amount of the fees may be updated by HiPay at Alma's request.
The Merchant will be informed by HiPay of any such increase by electronic mail, thirty (30) days prior to the entry into force of the new rates. From the date of notification by HiPay, the Merchant will have a period of one (1) month to terminate its access to the Services. Conversely, if the Merchant continues to use the Service after having been informed of the increase in Alma's commission, it shall be deemed to have accepted such increase.
The Merchant may not apply additional charges to the Buyer for the use of the Service other than those agreed with HiPay.
Unless expressly agreed by the Parties, the minimum amount of a Transaction may not be less than 50 euros including all taxes (VAT included) and the maximum amount of a Transaction may not exceed 2,000 euros VAT included. No Transaction above or below these amounts may be carried out using Alma's Payment System.
The Merchant represents that it has never engaged in any activity or committed any act that might violate (i) any applicable law on anti-money laundering or terrorist financing, and/or (ii) any mandatory restrictive measure imposing economic, financial, or commercial sanctions (including any sanctions or measures in connection with embargoes, freezes on assets and economic resources, and restrictions on transactions with certain natural persons or legal entities), and that it has implemented and maintained all necessary measures, including by adopting and deploying appropriate procedures and policies to prevent any violations of these laws. To this end, the Merchant covenants, in the context of its contractual relationship with Alma and in accordance with applicable law, to work together with Alma in good faith to fulfill Alma’s anti-money laundering and anti-terrorist financing obligations.
In particular, without limitation, the Merchant covenants to furnish any information requested by Alma on the Buyers and on customers seeking to use the Payment System, in order to enable Alma to comply with its Anti-Money Laundering and Combating the Financing of Terrorism (“AML/CFT”) obligations.
It is noted that for the purposes of issuing credit, Alma must obtain as much KYC (Know Your Customer) information as possible on the Merchant’s customers to comply with these regulatory due diligence obligations, including their Full Name, Email address, Mobile phone number, and Mailing address with country of residence.
This information is supplied by the Merchant via an application programming interface (API). Alma verifies whether the Buyer is a Politically Exposed Person (PEP) or appears on any sanctions lists.
For some Transactions, Alma may require the provision of additional documents to prove the identity of the Merchant’s customers for the purposes of compliance with Enhanced Due Diligence (EDD) regulations.
Alma will refuse any customer of the Merchant appearing on regularly updated watchlists (sanctions lists, etc.).
The Merchant acknowledges that Alma may request additional information from the Merchant, both pertaining the Buyers or the Merchant, and commits to cooperate with Alma at all time in order to help the latter fulfill any relevant AML/CFT obligations before competent authorities operating in other countries where Alma and/or the Merchant operate.
The Merchant expressly covenants to purchase and maintain all insurance required to engage in its business activities and to furnish all proof thereof upon Alma’s request. To that end, it has taken out all insurance policies customarily and reasonably required in its line of business against risks of loss and liability, in amounts and with a scope of coverage consistent with generally accepted practices in its field, and none of the insurance policies so taken out has been terminated by the insurer for non-payment of the applicable premium or for any other breach.
The Merchant acknowledges that it is solely responsible for the products and services it sells to its customers on the Website and/or at the Points of Sale.
The Merchant shall assume sole liability for any disputes that may arise between the Buyer and the Merchant in the context of the Agreement, including (but not limited to) disputes regarding deliveries, returns, and the operation or performance of products or services sold.
Accordingly, if the Merchant fails to deliver a good or perform a service included in a Transaction, the Merchant shall reimburse Alma or Hipay any amounts paid to the Merchant in connection with the Transaction.
Should such a dispute arise, the Merchant shall indemnify and hold harmless Alma and Hipay from and against all ensuing financial consequences (including, without limitation, those stemming from adverse judgments, settlements, and criminal or administrative fines), and shall fully stand in for Alma to defend against any claims, complaints, suits, summons, or investigations arising on such grounds. The Merchant agrees that, should it prove impossible for the Merchant to stand in for Alma or Hipay, the Merchant will assume the cost of all legal fees, adverse judgments, settlements, and fines incurred by Alma or Hipay.
Alma disclaims any and all liability, partial or otherwise, for:
any injury, damage, or loss that might arise in the context of the relationship between the Buyer and the Merchant and that is not attributable to the Services;
any malfunction or failure of the Services for which Alma is not responsible (including as a result of force majeure);
improper use of the Services by the Merchant, who is solely liable in this respect;
for the use of the Services by the Merchant for excluded activities mentioned in Article 5.3 (Prohibited activities);
the failure or default of a payment service provider taking part in the provision of the Services;
the Merchant’s noncompliance with the terms of the Agreement;
any injury, damage, or loss originating from improper configuration of the Merchant’s Website that prevents the Services from being properly integrated;
any injury, damage, or loss arising as part of a transaction not covered by the Agreement and completed by Alma at the Merchant’s behest;
any injury, damage, or loss resulting from use of the Services that is inconsistent with the terms of the Agreement.
any injury, damage, or loss resulting from the Merchant’s failure to perform an update made available by Alma.
In the event of Alma’s failure to perform any of its obligations under the Agreement, regardless of the reason for such nonperformance, the Merchant must seek a remedy from a court of competent jurisdiction within one (1) year of that nonperformance, failing which, the action will be time-barred.
In addition, Alma will incur liability solely for injury, damage, or loss that it directly causes, to the exclusion of joint and several liability shared with third parties who contributed to it, and Alma’s liability will, in any event, be limited to eight percent (8%) of the amount of the commissions charged by Alma during the twelve (12) months preceding the act or omission giving rise to liability, with it being stipulated that this amount constitutes a maximum cap on the amount of compensation payable for injury, damage, or loss suffered by the Merchant, and not a set amount to be paid in the event of such injury, damage, or loss.
All of the Services and any related elements supplied by Alma to the Merchant will remain the exclusive property of Alma, who has no intention to transfer any intellectual property rights whatsoever to the Merchant.
The Merchant expressly authorizes Alma to use and reproduce the Merchant’s logo and name, free of charge, to identify the Merchant and exchange with Buyers.
The Merchant expressly grants Alma the right to use and reproduce the Merchant’s trade name and any other identifying elements or distinctive signs (e.g. logo, domain name, font, or colors), free of charge, for all communication on any media, including electronic media, without informing the Merchant beforehand.
This right of use and reproduction is limited to the countries in which Alma offers its Services and is granted for a period of ten (10) years, which will be automatically renewed unless the Merchant contests its renewal.
The Merchant may contest or limit such use and reproduction at any time by contacting Alma support at support@almapay.com.
Alma covenants to comply with applicable personal data protection laws and regulations, including, in particular, the provisions of EU Regulation 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 (the “GDPR”) and any subsequent regulations.
As part of the performance of the TOS, Alma may be required to process personal data to comply with its regulatory requirements.
The Merchant certifies that it has read and accepts Alma’s privacy policy, available at the following address: https://almapay.com/legal/privacy-policy. In this regard, the Parties covenant to process such personal data in accordance with the terms of the Data Protection Agreement.
The Parties covenant to consider and treat all information received at the time of signature of the Agreement and during the performance thereof as confidential, regardless of its nature, form, or media.
Unless prior written authorization is obtained from the other Party, or unless a Party is legally required to disclose confidential information to the competent authorities, the Parties covenant to maintain the confidentiality of and not to fully or partially disclose to any third party, whether directly or through an intermediary, the confidential information obtained or received by the other Party in connection with the negotiation, signature, or performance of the Agreement, or to use that confidential information for commercial purposes or for any other purpose.
The Parties agree to provide their representatives, employees, agents, and subcontractors with only the confidential information strictly necessary for the performance of their contractual obligations under the Agreement. The Parties’ representatives, employees, agents, and subcontractors must be informed of the confidential nature of the information being supplied and the duty of confidentiality incumbent on their employer or principal, and must be personally bound by an equivalent duty of confidentiality.
The covenants made by the Parties in this article will remain in full force and effect for five (5) years after the termination or expiration of the Agreement, regardless of the cause thereof.
Each Party shall assume full responsibility for compliance with the terms of this article by any entity to which it subcontracts the performance of all or part of the Agreement.
Each Party undertakes to return to the other Party, upon request, all documents or other media and all copies thereof, containing confidential information supplied by the disclosing party in the context of the performance of the Agreement.
If any provision hereof is held to be void or unenforceable, this shall not affect the validity or enforceability of the remaining provisions.
Should this occur, the Parties shall immediately negotiate to find a valid and enforceable provision to replace the original provision.
Unless otherwise provided in these TOS, all notices addressed to a Party shall be sent to the address of its registered office.
For any complaint, the Merchant may submit its request to ALMA by sending a registered letter with acknowledgment of receipt to: 176, Avenue Charles de Gaulle, 92200 Neuilly‑sur‑Seine.
For any request for information, the Merchant may contact ALMA at the following address: support@almapay.com .
The Merchant is prohibited from transferring the TOS to any third party without Alma’s express consent.
No change in Alma’s legal situation, including corporate conversion, merger with another corporation, absorption, or sale of its business to a third party, will result in the termination of the TOS, which will remain binding on the Merchant and the entity replacing Alma, under the same terms and conditions as those set out herein (including any amendments); if such a change does occur, neither Party will be owed any compensation by the other Party.
For complaints, the Merchant may write Alma by certified mail, return receipt requested, at 176 Avenue Charles de Gaulle, 92200 Neuilly-sur-Seine (France).
For requests for information, the Merchant may contact Alma in writing at: support@almapay.com.
The TOS are governed by, and shall be construed in accordance with, the laws of France.
In the event of a dispute, controversy, or claim pertaining to the validity, interpretation, performance, or termination of the Agreement, the Parties covenant to attempt, before submitting their dispute to the court of competent jurisdiction, to reach an amicable resolution by participating in mediation organized by the Center for Mediation and Arbitration of Paris (CMAP), unless the Parties agree to use a different mediator. The Parties must participate in the mediation process in good faith, and, in this spirit, the Parties covenant to meet at least once in the mediator’s presence.
If mediation fails, all disputes regarding the validity, performance, interpretation, or termination of the Agreement will, failing an amicable resolution, be subject to the exclusive jurisdiction of the court of competent jurisdiction of the judicial district of Alma’s registered office, even in the case of multiple defendants, joinder of third parties, emergency proceedings, applications for conservatory measures, petitions for interim relief, or ex-parte proceedings.
Alma distributes a payment solution that enables consumers to make purchases from companies via payment in full, deferred payment, and payment in installments.
Agreeing to our General Terms of Sale and the below Special Terms and Conditions enables you to integrate Alma’s Payment System for the french market, which includes a set of Application Programming Interfaces (APIs), e-commerce website compatible modules, and in-store payment interfaces that allow you to receive payments, in addition to a back-office online management environment that offers the possibility to monitor and reimburse transactions, see Merchant transfers, and export accounting data.
This document constitutes the Special Terms and Conditions (hereinafter the “STC”), which complete the General Terms of Sale (hereinafter the “TOS”), for the payment solution (hereinafter the “Service(s)”) made available by Alma (hereinafter “Alma”), a Société par Actions Simplifiée (simplified joint-stock company) whose registered office is located at 176, Avenue Charles De Gaulle, 92200 Neuilly-Sur-Seine (France), registered in the Nanterre Trade and Companies Register under number 839100575. Alma is approved as a Payment Institution and Financing Company by the French Autorité de contrôle prudentiel et de résolution (ACPR) and registered under number 17408 (BIC), which can be consulted on the “Regafi” website.
Alma is accredited in France as both a Payment Institution and a Financing Company by the Autorité de Contrôle Prudentiel et de Résolution (the French Prudential Supervision and Resolution Authority, or “ACPR” – 4 place de Budapest, 75009 Paris, France), under the number 90786, and operates under its oversight.
This document defines the special terms and conditions governing the sale and provision of the Services in France, offered by Alma to its professional customers (hereinafter the “Merchant(s)”).
Through the Services made available by Alma, the Merchant is able to offer its own customers (hereinafter the “Buyers”) the possibility to pay for their purchases via a deferred payment arrangement or payment in installments.
By registering on https://almapay.com, the Merchant fully and unconditionally accepts the stipulations of the TOS and the present STC.
For payments falling under the definition of special-purpose loans, the purchase receipt furnished to the Buyer, and mentioned in article 6.1 of the TOS, must contain the information provided for in article L312-50 of the French Consumer Code (Code de la Consommation) or any comparable provision.
For each Financing application covered by articles L312-1 et seq. of the French Consumer Code (Code de la Consommation), the Merchant must confirm its consent to the fulfillment of the sale by means of a loan granted by Alma to the Buyer in accordance with article L312-46 of the French Consumer Code (Code de la Consommation), and covenants to furnish the Buyer with a purchase receipt pursuant to article L312-50 of the French Consumer Code (Code de la Consommation).
The Merchant covenants to include in its general terms of sale a stipulation that the price is being paid by a loan in accordance with article L312-45 of the French Consumer Code (Code de la Consommation), subject to payment of a fine.
In accordance with article R519-2, paragraph 2° of the French Monetary Financial Code (Code Monétaire et Financier), for use of the Financing Solutions over a period exceeding three (3) months, the Merchant’s role is circumscribed to:
informing individuals interested in completing a banking transaction or utilizing a payment service that Alma’s Payment System is an available option;
putting Alma and the Buyer in relation;
supplying Alma with the contact information of individuals interested in completing a banking transaction or utilizing payment services;
supplying the Buyer, free of charge, with promotional documents made available by Alma regarding Alma’s Payment System and Financing solutions.
The Merchant is not authorized to request or obtain the Buyer’s consent to the banking transaction or Payment Service, or to explain to a potential customer, whether orally or in writing, the conditions of a banking transaction or Payment Service with the aim of allowing that transaction or service to be completed or provided.
Alma distributes a payment solution that enables consumers to make purchases from companies via payment in full, deferred payment, and payment in installments.
Agreeing to our General Terms of Sale and the below Special Terms and Conditions enables you to integrate Alma’s Payment System for the spanish market, which includes a set of Application Programming Interfaces (APIs), e-commerce website compatible modules, and in-store payment interfaces that allow you to receive payments, in addition to a back-office online management environment that offers the possibility to monitor and reimburse transactions, see Merchant transfers, and export accounting data.
Alma and the Merchant acknowledge and agree that supplemental to the general provisions they agreed under the TOS, it is necessary and desirable to further agree on the specific terms and conditions set out in this appendix.
For this purpose, the Parties agree as follows :
This document constitutes the Special Terms and Conditions (hereinafter the “STC”), which complete the General Terms of Sale (hereinafter the “TOS”), for the payment solution (hereinafter the “Service(s)”) made available by Alma (hereinafter “Alma”), a Société par Actions Simplifiée (simplified joint-stock company) whose registered office is located at 176, Avenue Charles De Gaulle, 92200 Neuilly-Sur-Seine (France), registered in the Nanterre Trade and Companies Register under number 839100575.
Alma is accredited in France as both a Payment Institution and a Financing Company by the Autorité de Contrôle Prudentiel et de Résolution (the French Prudential Supervision and Resolution Authority, or “ACPR” – 4 place de Budapest, 75009 Paris, France), under the number 90786, and operates under its oversight.
This document defines the special terms and conditions governing the sale and provision of the Services in Spain, offered by Alma to its professional customers (hereinafter the “Merchant(s)”).
Through the Services made available by Alma, the Merchant is able to offer its own customers (hereinafter the “Buyers”) the possibility to pay for their purchases via a deferred payment arrangement or payment in installments.
By registering on https://almapay.com, the Merchant fully and unconditionally accepts the stipulations of the TOS and the present STC.
The Merchant undertakes that – in accordance with Article 5 of Decree-Law no. 133/2009, of 2 June, on consumer credits advertisements for customer credits with a duration of more than three (3) months or for which fees that are not negligible are charged to the customer (and hence falling out of the scope of Article 2, no. 1, paragraph (g) of Decree-Law no. 133/2009, of 2 June, on consumer credit agreements), that indicate the interest rate or other figures relating to the cost of the credit, must contain, at least, the following information:
the borrowing rate, fixed or variable or both, together with particulars of any charges included in the total cost of the credit to the Buyer;
the total amount of credit;
the annual percentage rate of charge (APR);
the need to take out agreements covering one or more ancillary services relating to the credit agreement (e.g., an insurance policy – this information is to be included only if the costs of ancillary services relating to the credit agreement have not been included in the APR because they cannot be determined in advance);
the duration of the credit agreement;
in the case of a credit in the form of deferred payment for a specific good or service, the cash price and the amount of any advance payment; and
the total amount to be paid by the consumer and the amount of each installment.
The Merchant also undertakes that:
the information listed above must be displayed in advertisements in a clear, concise and prominent manner in relation to other information concerning the characteristics of the credit or its cost (and that a representative example should be provided);
the information must be published in legible font and with adequate print contrast; and
in the advertisements, no item among those listed above may be given greater prominence than the annual percentage rate of charge (APR).
Alma distributes a payment solution that enables consumers to make purchases from companies via payment in full, deferred payment, and payment in installments.
Agreeing to our General Terms of Sale and the below Special Terms and Conditions enables you to integrate Alma’s Payment System for the Portuguese market, which includes a set of Application Programming Interfaces (APIs), e-commerce website compatible modules, and in-store payment interfaces that allow you to receive payments, in addition to a back-office online management environment that offers the possibility to monitor and reimburse transactions, see Merchant transfers, and export accounting data.
Alma and the Merchant acknowledge and agree that supplemental to the general provisions they agreed under the TOS, it is necessary and desirable to further agree on the specific terms and conditions set out in this appendix.
For this purpose, the Parties agree as follows :
This document constitutes the Special Terms and Conditions (hereinafter the “STC”), which complete the General Terms of Sale (hereinafter the “TOS”), for the payment solution (hereinafter the “Service(s)”) made available by Alma (hereinafter “Alma”), a Société par Actions Simplifiée (simplified joint-stock company) whose registered office is located at 176, Avenue Charles De Gaulle, 92200 Neuilly-Sur-Seine (France), registered in the Nanterre Trade and Companies Register under number 839100575.
Alma is accredited in France as both a Payment Institution and a Financing Company by the Autorité de Contrôle Prudentiel et de Résolution (the French Prudential Supervision and Resolution Authority, or “ACPR” – 4 place de Budapest, 75009 Paris, France), under the number 90786, and operates under its oversight.
This document defines the special terms and conditions governing the sale and provision of the Services in Portugal, offered by Alma to its professional customers (hereinafter the “Merchant(s)”).
Through the Services made available by Alma, the Merchant is able to offer its own customers (hereinafter the “Buyers”) the possibility to pay for their purchases via a deferred payment arrangement or payment in installments.
By registering on https://almapay.com, the Merchant fully and unconditionally accepts the stipulations of the TOS and the present STC.
The Merchant undertakes that – in accordance with Article 5 of Decree-Law no. 133/2009, of 2 June, on consumer credits advertisements for customer credits with a duration of more than three (3) months or for which fees that are not negligible are charged to the customer (and hence falling out of the scope of Article 2, no. 1, paragraph (g) of Decree-Law no. 133/2009, of 2 June, on consumer credit agreements), that indicate the interest rate or other figures relating to the cost of the credit, must contain, at least, the following information:
the borrowing rate, fixed or variable or both, together with particulars of any charges included in the total cost of the credit to the Buyer;
the total amount of credit;
the annual percentage rate of charge (APR);
the need to take out agreements covering one or more ancillary services relating to the credit agreement (e.g., an insurance policy – this information is to be included only if the costs of ancillary services relating to the credit agreement have not been included in the APR because they cannot be determined in advance);
the duration of the credit agreement;
in the case of a credit in the form of deferred payment for a specific good or service, the cash price and the amount of any advance payment; and
the total amount to be paid by the consumer and the amount of each installment.
The Merchant also undertakes that:
the information listed above must be displayed in advertisements in a clear, concise and prominent manner in relation to other information concerning the characteristics of the credit or its cost (and that a representative example should be provided);
the information must be published in legible font and with adequate print contrast; and
in the advertisements, no item among those listed above may be given greater prominence than the annual percentage rate of charge (APR).
Whenever terms used herein begin with a capital letter, they shall have the meaning ascribed to them below:
“Alma”: means Alma SAS, a payment service provider licensed both as a payment institution and a financing company.
“Alma Europe” means when Alma is providing its Services with its passport in European countries outside of France, using its payment services license, more specifically Service n°4 (Credit within a Payment Transaction).
“Business Day”: means any calendar day that is not a Sunday or a public holiday in France.
“Buyer”: means the Merchant’s customer(s), whether natural persons or legal entities, transferring funds via the Alma Website using a credit/debit card or other payment method accepted by Alma to transfer funds.
“Transaction Overview Account”: means the account opened in the Merchant’s dashboard to view the amounts of the Transactions that will be transferred onto the Merchant’s bank account (or the account opened in the accounting ledgers of a Third-Party PSP) by Alma as part of the Buyer’s Financing operation.
“Merchant” or “Account Holder”: means Alma’s enterprise customer who uses the Services and in whose name the Payment Account is opened.
“Party” or “Parties”: means Alma and/or the Merchant.
“Payment Account”: means the payment account opened in Alma’s accounting ledgers in the name of the Merchant/Account Holder for the purposes of completing Payment Transactions. The Payment Account shall under no circumstances be considered as a deposit account.
“Payment Order”: means the instructions given to Alma by the Account Holder to complete a Payment Transaction.
“Payment Services”: means payment services as defined in article L314-1 of the French Monetary and Financial Code (Code Monétaire et Financier), which Alma furnishes for receipt of the first payment (initial installment) on behalf of the Merchant, receipt of payment in full (where applicable), and the creation of a Payment Account for the Merchant.
“Payment Transaction”: means any action consisting of depositing, transferring, or withdrawing funds, separate and apart from any underlying obligation between the Buyer and the Account Holder, initiated by a Buyer, on behalf of a Buyer, or by the Account Holder.
“Third-Party Payment Service Provider” or “Third-Party PSP”: means any entity other than Alma licensed in a European Union Member State, a country within the European Economic Area, or a country with equivalent anti-money laundering and combating the financing of terrorism requirements.
The purpose of this master agreement is to define the terms governing the creation of the Payment Account and the provision of Payment Services to the Account Holder by Alma, in consideration for payment of the commissions.
The Payment Services will be provided to the Account Holder as part of:
The creation and management of the Payment Account;
The collection and holding of funds on behalf of the Account Holder by Alma. In particular:
When the Buyer pays the Initial Installment;
For Alma Europe, when the amount lent by Alma to the Buyer is transferred, on behalf of the Buyer, onto the Merchant’s Payment Account;
When the Buyer transfers funds for payments in a single installment;
When the Buyer is issued a refund by the Account Holder;
When the Account Holder credits the Payment Account to adjust the balance, if the balance is insufficient for a refund.
For Alma Europe, the transfer of funds from the Account Holder’s Payment Account onto the Account Holder’s bank account.
Alma’s accreditation as a payment institution is available and can be viewed on the website of the ACPR’s French Financial Firms Register, regafi.fr.
ARTICLE 3 Description of the Payment Services
Alma offers the Account Holder the possibility to take advantage of Payment Transaction acquisition services in the following cases:
When payment is made in multiple installments, for the payment of the initial installment or deposit;
When payment is made in a single installment, for the collection and transfer of the Buyer’s funds in payment of the product or service purchased from the Merchant.
For each Payment Transaction, Alma will credit the Account Holder’s Payment Account with the funds received, prior to their transfer onto the Account Holder’s bank account.
The Account Holder, a legal entity, expressly represents and warrants that at the time of submission of its request and for the full duration of the Agreement:
it is and shall remain a regularly formed corporation;
the Account Holder is vested with the authority or has received the necessary authorization to use Alma’s Services;
it is headquartered in France or the European Economic Area;
he/she uses the Service in a fair and lawful manner and in a spirit of good faith, in accordance with the standards provided for under applicable law and imposed by Alma;
he/she will indemnify and hold harmless Alma for any false representations.
The Account Holder, a natural person operating as a sole proprietor, expressly represents and warrants that at the time of submission of his/her request and for the full duration of the Agreement:
he/she is an adult with legal capacity to contract;
he/she has the necessary legal form and status to exercise his/her professional activities;
he/she resides in France or the European Economic Area;
he/she uses the Service in a fair and lawful manner and in a spirit of good faith, in accordance with the standards provided for under applicable law and imposed by Alma;
he/she will indemnify and hold harmless Alma for any false representations.
The creation of a Payment Account is subject to the verification of the Account Holder’s identity in accordance with the regulations governing the provision of Payment Services, and particularly those related to the fight against money laundering and terrorist financing. Accordingly, the Account Holder, whether a natural person or legal entity, covenants to furnish the documents required by Alma for the creation of the Payment Account.
Alma reserves the right to refuse to open a Payment Account for any reason without having to provide justification for its decision. Such a refusal shall not result in the payment of any damages or compensation whatsoever.
Pursuant to article L133-3 of the French Monetary and Financial Code (Code Monétaire et Financier), the Merchant’s Payment Account will be credited either:
with funds resulting from the acquiring of a Payment Transaction by card initiated by the Buyer with Alma’s PSP; or
with funds resulting from the acquiring of a Payment Transaction by card or wire transfer completed for the purposes of adjusting the balance for a refund in accordance with the terms of the TOS.
The funds will be credited to the Payment Account balance by card or wire transfer without undue delay, and, in any event, no later than the end of the Business Day on which they are received.
In some cases, if a suspicion of fraud exists, the time needed to credit the funds may be lengthened for security reasons while awaiting additional information.
The Payment Account will be debited when a Payment Order is issued by the Account Holder:
to execute a wire transfer to a bank account opened in the name of the Account Holder with an authorized Third-Party PSP;
to execute a wire transfer to a bank account opened in the name of the Buyer with an authorized Third-Party PSP, in the case of a refund, in accordance with the terms of the TOS.
The Payment Order must include the following information:
the name of the beneficiary;
the amount;
in the case of a “money-out” transaction, the number of the bank account opened with the Third-Party PSP (Alma is not responsible if the bank account details provided are incorrect or out of date);
Alma may block any Payment Order in the event of suspicion of fraud or a violation of applicable anti-money laundering and combating the financing of terrorism requirements.
The Payment Transaction will be executed within the following maximum authorized time limits prescribed by the French Ministerial Decree (Arrêté) of July 29, 2009, in accordance with articles L133-9 and L133-13 of the French Monetary and Financial Code (Code Monétaire et Financier):
Payment Transactions initiated on a Business Day will be executed no later than the end of that same Business Day if they are made to a Payment Account;
Payment Transactions initiated on a Business Day will be executed no later than the following Business Day if they are made to a financial institution located in a European Union Member State.
At any time, the Account Holder may send Hipay instructions to cancel a transfer of funds in order to issue a refund to the Buyer, or send an order to reimburse funds that have already been deposited.
The Account Holder’s request must be made via Hipay's dashboard, where the Account Holder must specify the amount to be refunded, the Buyer who is to receive the refund, and any other required information.
Hipay will execute the refund transaction by crediting the card used by the Buyer, within the limit of the available balance in the Payment Account. If the Payment Account balance is insufficient, the balance of the Transaction Overview Account, if positive, will be used to credit the Payment Account; if the Transaction Overview Account balance is negative, the Account Holder must rectify the balance by transferring funds from its bank account.
The Account Holder is granted access to a dashboard, which enables the Account Holder to see its balance for the different Services offered by Alma, i.e. Payment Services and lending Services. The balance of each of the Account Holder’s accounts (Transaction Overview Account and Payment Account) is visible in this dashboard.
For each wire transfer Transaction executed by Alma, the Account Holder will have access to the following information: the reference number of the Transaction, the amount of the Transaction, the date of receipt of the Payment Order, and, where applicable, the fees for the execution of the Transaction.
Access to the dashboard is secure. A username and password are required each time the Account Holder connects to it via the Website. Only the authorized individual is entitled to connect to this dashboard.
In accordance with applicable law, the consultation period is five years. At the end of the contractual relationship, Alma will, for the periods prescribed by law, conserve electronic archival media containing the records and documents pertaining to past Payment Transactions.
Alma’s PSP is responsible for accepting the receipt of the funds enabling the Buyer to pay using a card accepted by Alma or by wire transfer in euros. It is required to comply with the security requirements imposed by the Bank of France and must use strong authentication for all high-risk transactions. Accordingly, the 3D-Secure application is used for all credit/debit card transactions executed via the internet, Web Services, and mobile applications.
As soon as the Account Holder identifies a situation that might give rise to a dispute, i.e.:
a potential error in the performance of the Payment Services or the nonperformance thereof; or
a potential error in the charging of a commission, tax, or fee by Alma;
the Account Holder must, within ten days at most (in accordance with ACPR recommendation number 2016-R-02 issued on November 14, 2016), notify Alma by certified mail, return receipt requested, or by email, return receipt requested, at support@almapay.com. Complaints will be processed within fifteen days of receipt.
The services furnished by Alma to the Account Holder will be invoiced in accordance with the pricing terms stipulated in the TOS.
Alma reserves the right to amend this master agreement at any time. The provision of notice of such amendments and their entry into force will take place in accordance with the terms of the TOS.
Termination of the TOS will automatically result in the termination of this agreement. Accordingly, the Payment Account will be closed and the Account Holder will no longer be able to issue Payment Orders beginning on the effective date of termination. However, the Payment Account may be maintained in place for a period not to exceed thirteen (13) months in order to cover any disputes or complaints that may later arise.
Alma will continue to provide access to contractual documents for a period of five (5) years from the date of the end of the contractual relationship. Alma will cease to provide this service once the aforementioned period of five (5) years has expired.
Alma will take all measures required by applicable laws and regulations regarding the protection of funds. In accordance with article L522-17 of the French Monetary and Financial Code (Code Monétaire et Financier), at the end of the Business Day following the day on which they are received, Alma will store the available funds credited to the Account Holder’s Payment Account on a segregated account opened with an Alma partner financial institution.
As soon as Alma becomes aware of the death of the Account Holder, this master agreement will be terminated.
Any Payment Orders arising after the Account Holder’s death will, absent consent from the Account Holder’s heirs or from the notary responsible for administering the Account Holder’s estate, be deemed not to have been authorized.
The Payment Account will remain open for the time needed to administer the estate, and Alma will make payments of remaining balances with consent from the Account Holder’s heirs or from the notary responsible for administering the Account Holder’s estate.
If, over a period of twelve (12) months, no transaction has been made on a Payment Account opened by the Account Holder in Alma’s accounting ledgers, and the Account Holder has not been in contact with Alma in any way (telephone, mail, etc.) during that same period, the Account Holder may be deemed an inactive customer.
A Payment Account with no transactions whose Account Holder is an inactive customer constitutes an “inactive account”.
As appropriate, Alma will inform the Account Holder using any means of communication. Alma may charge fees for inactivity in accordance with its pricing terms.
If the Account Holder fails to contact Alma within the ensuing 10-year period, Alma will transfer the balance of the Payment Account to the Caisse des Dépôts et Consignations, after giving the Account Holder six (6) months’ notice by any means of communication, and in accordance with the procedures and conditions provided for in article L312-20 of the French Monetary and Financial Code (Code Monétaire et Financier).
Assets transferred to the Caisse des Dépôts et Consignations can be claimed from the Caisse des Dépôts et Consignations up to thirty (30) years after the Account Holder’s last contact with Alma.
The security measures in place must meet or exceed the requirements described in the Master SaaS Agreement.
The Account Holder, in its use of the Payment Account, must afford the same guarantees required for access to the dashboard.
Alma distributes a payment solution that enables professionals to offer their customers payment in full, deferred payment, or payment in installments for their purchases, with the guarantee of being systematically paid at the time of the sale.
The co-contractor ("Marketplace") notably offers professional independent Sellers the opportunity to sell their products and/or services online to consumers, on the internet site owned by the co-contractor, which can be described as a marketplace.
The Marketplace and Alma have agreed to enter into a business relationship in order to integrate Alma's payment solution on the Marketplace's website through the Partner, thereby enabling consumers wishing to purchase products and/or services on the Marketplace's website to subscribe to the payment solutions distributed by Alma.
Each Party represents and warrants that it has provided the other Party with all information in its possession whose importance is a determining factor in the other Party's consent to contract.
NOW, THEREFORE, THE FOLLOWING HAS BEEN DETERMINED AND AGREED UPON:
All definitions in this article apply in both the singular and the plural.
In this Agreement, whenever the following terms begin with a capital letter, they shall have the meaning ascribed to them below:
"Buyer(s)" refers to the customer(s) (whether natural persons or legal entities) of the Marketplace who have used the Payment System to pay for the purchase of goods and/or services from the Marketplace;
"Initial Installment" means the amount paid at the time of purchase by a Buyer and immediately collected by Alma on behalf of the Marketplace, in its capacity as a payment institution, and which is not included in the Financing;
"Agreement" means this contractual agreement by and between Alma and the Marketplace, composed of the documents listed in article 1.2;
"Transaction Overview Account" means the Marketplace's account on the Partner's platform, enabling the Marketplace to view the amounts of the Transactions, which will be transferred onto the account opened in the Partner's accounting ledgers in the name of the Marketplace, as part of the Buyer's Financing operation;
"Payment Account" means the payment account opened (or which may be opened) in Alma's accounting ledgers in the name of the Marketplace, and used for the completion of Payment Transactions. The Payment Account shall under no circumstances be considered as a deposit account;
"Business Day" means any calendar day that is not a Sunday or a public holiday in France;
"Marketplace's website" means the Marketplace's internet site as communicated to Alma;
"Marketplace" means the company operating the Marketplace's website and accepting the Agreement;
"Payment Transaction" means any action consisting of depositing, transferring, or withdrawing funds, separate and apart from any underlying obligation between the Buyer and the Marketplace, initiated by the Buyer, on the Buyer's behalf, or by the Marketplace;
"Payment Order" means the instructions given by the Marketplace to Alma in order to execute a Payment Transaction;
"Partner" means the company Hipay, a société par actions simplifiée (simplified joint-stock company), registered with the Nanterre Trade and Companies Register under number 390 334 225, which is the payment service provider through which Alma delivers the Service to the Marketplace;
"Financing" means the installment payment facilities or payments in multiple installments, and the deferred payment solutions provided by Alma to Buyers for the purchase of a product or service on the Marketplace's website, from which the amount of the Initial Installment is deducted;
"Service(s)" means all the services available to the Marketplace under the Agreement, and in particular the ability to make the Payment System available to its customers;
"Payment Services" means the payment services as defined in article L314-1 of the French Monetary and Financial Code, which Alma provides for the collection of the first payment (Initial Installment) on behalf of the Marketplace, the Payment Account for the acquisition of the Transaction, and payment in a single installment;
"Payment System" means the service, integrated into the Partner's solution, provided by Alma in connection with the granting of Financing and the payment of the Initial Installment by a Buyer;
"Transaction" means any sale of products or services to a Buyer on the Marketplace's website through the Payment System;
"Seller(s)" means any legal entity or natural person using the Marketplace's website to sell a good or service.
The Agreement consists of the following contractual documents, in decreasing order of priority:
Alma General Terms of Sale - Marketplace;
Marketplace - Master Payment Services Agreement;
Data Protection Agreement.
In the event of a conflict, the higher-level document will prevail over the lower-level document.
The purpose of the Agreement is to enable the Marketplace to offer customers present on its website the possibility to pay for their purchases in installments, on a deferred basis, or in a single payment, using the Services offered by Alma under the conditions set out herein.
The Agreement shall be effective from its date of signature.
The Agreement is entered into for an indefinite period.
The Agreement is in effect as long as the Marketplace benefits from the Services through the Partner integration.
The Agreement may be terminated by either Party at any time, subject to written notification and a three (3) month notice period prior to the date on which use of the Services ceases.
During the notice period, the Agreement will remain in full force and effect. Termination will not give rise to any compensation to either Party.
Except where in conflict with statutory provisions that are a matter of public policy, the Agreement may be terminated at any time by either Party, without advance notice, in the following cases:
if one of the Parties finds itself in a situation of insolvency or is subject to liquidation proceedings;
automatically, when the agreement between the Partner and the Marketplace governing the Agreement is terminated, cancelled, or rendered void for any reason whatsoever;
in the event of a breach of an obligation under the Agreement by the other Party, if, after receiving notice to remedy the breach by certified mail, return receipt requested, the breaching Party fails to do so within fifteen (15) calendar days.
The Parties must send notice of termination of the Agreement by any means, including by email to: support@getalma.eu, and to HIPAY by email at: contact@hipay.com.
The Agreement may also be terminated automatically and with immediate effect if the monthly default rate observed reaches the threshold defined by Alma, or if any of the cases listed on the list of prohibited transactions occurs.
Upon termination, the Marketplace will no longer be authorized to make the Payment System available on its website. For all Transactions completed prior to the termination of the Agreement, the Parties shall remain bound by their contractual obligations under the Agreement until the completion of each Transaction in progress.
It is expressly agreed that articles 11 (Liability), 12 (Intellectual Property), 13 (Personal Data), 14 (Confidentiality), and 21 (Governing Law and Jurisdiction) will continue to be in full force and effect after the termination of the Agreement.
All amounts owed to the Marketplace as of the termination date will be remitted to the Marketplace by wire transfer to the Marketplace's Payment Account at the Partner within thirty (30) days thereafter, provided that the Marketplace is current on its commission payments and in compliance with its obligations.
Alma is authorized to archive all elements that motivated such a decision, in particular to produce them as evidence in courts of competent jurisdiction.
Alma reserves the right to modify the Agreement at any time.
In the event of modification, the new Agreement will be transmitted by email to the Marketplace at the email address provided by the Marketplace to Alma.
The Marketplace will be deemed to have accepted the modified Agreement unless it notifies Alma, within thirty (30) days, by email to support@almapay.com, of its refusal prior to the proposed effective date of the modifications.
The Parties agree at the time of signature that the terms of the Agreement may be amended or supplemented at any time in order to make formal corrections or to comply with any changes in laws, regulations, case law, or technology.
Alma may, without prior notice, suspend the Marketplace's access to the Services in the following cases:
if the use of the Services is in violation of the regulations to which Alma is subject;
in the event of fraud or for any reason listed among the causes of suspension accessible at the following URL: https://help.almapay.com/hc/fr/articles/4405388854162;
in the event of non-compliance with the provisions of article 4.2 hereof.
Alma may also derogate from the provisions of article 8 and suspend the payment of Transaction amounts in the event of non-payment by the Marketplace on any grounds whatsoever and up to the amount of such non-payment, or in the event of a sudden and significant increase in complaints and cancellations from Buyers that is indicative of the Marketplace's failure to comply with its obligations toward its customers.
In the event of continuous suspension of the Services for more than three (3) months attributable to the Marketplace, Alma reserves the right to terminate the Agreement without prior notice.
Suspensions shall in no way release the Marketplace from its contractual obligations toward Alma.
As required or authorized by law, Alma may apply fund retention measures, including a freeze on the Marketplace's assets, without having to justify such measures.
As of the date of signature, the Marketplace represents that:
it is a duly incorporated and validly formed corporation under the laws of the country in which its registered office is located;
the obligations imposed on the Marketplace under the Agreement are not in violation of any applicable laws or regulations and do not violate the provisions of its founding documents, including, without limitation, its corporate charter and bylaws;
the Agreement and the transactions entered into pursuant thereto constitute a set of rights and obligations that are fully and entirely binding upon the Marketplace;
it is duly authorized to sign and perform the Agreement and the resulting obligations, and, where applicable, has carried out all necessary formalities to that end;
the information and documents furnished to (or which will be furnished to) Alma are accurate and comprehensive;
to the best of its knowledge, there are no pending actions, arbitration or judicial proceedings, or administrative or other measures filed or taken against it that might result in a clear and substantial deterioration of its business activities, its assets, or its financial situation, or that might affect the validity or proper performance of the Agreement.
The Marketplace acknowledges and accepts that Alma's provision of access to the Services is subject to the following prerequisite conditions:
the Marketplace has entered into an agreement with the Partner for the management of payments between Sellers and Buyers on the Marketplace's website;
the Partner has approved the Marketplace in accordance with the Partner's procedures;
transmission of a copy of the mandatory documents required by the Partner for use of the Service (including, in particular: a company registration certificate "Kbis" or equivalent, a list of the Marketplace's beneficial owners, a valid identity document for the Marketplace's legal representative, a bank account identification statement for an account opened in the Marketplace's name, denominated in euros, and domiciled in a European Union Member State or in Switzerland);
Alma must have reviewed and validated the documents submitted and approved the Marketplace after analyzing the risk incurred;
Alma must have reviewed and validated the documents submitted to the Partner and approved the Marketplace after analyzing the risk incurred;
acceptance of the Master Payment Services Agreement appended hereto.
Where applicable, Alma may require the Marketplace to furnish additional documents, in particular in the event of heightened risk identified by Alma or in connection with a request from a court order, an authority, or newly applicable regulations.
The Marketplace covenants to provide Alma with sincere and legally compliant documents. Alma shall not be held liable for the submission of documents whose accuracy has been misrepresented by the Marketplace.
The Marketplace covenants not to use the Services for any activities that are unlawful under the regulations applicable to the Parties, or for any activities considered prohibited by Alma's service providers (Visa, Mastercard, American Express, etc.). In particular, the Marketplace is prohibited from using the Payment System, even indirectly, to engage in any of the commercial activities listed at the following address: https://help.almapay.com/hc/fr/articles/360006779359.
Alma reserves the right, at any time and at its sole discretion, to consider that a given activity has become incompatible with the Services. The Marketplace covenants to comply with Alma's decision without delay.
The Marketplace integrates the Payment System through the Partner.
The Marketplace covenants to:
use the Services in accordance with the provisions of the Agreement and all applicable laws and regulations;
inform Alma through the Partner without undue delay in the event of the commencement of collective proceedings, cessation of business activities, sale or transfer of its business, or change in corporate governance or legal form, and to provide all documents required by Alma, in particular to fulfill its Know Your Customer obligations;
display the Alma logo on the Marketplace's website, in particular on the payment page, and to display the mandatory information relating to the Payment System as communicated by Alma;
comply with its obligations toward Buyers in connection with the sale between the Marketplace and the Buyer;
never charge a Buyer additional fees solely for the Buyer's use of the Payment System as compared to the price that would have been paid without the use of the Payment System;
always ensure the Payment System is simply and easily accessible to its customers;
use best efforts to select, monitor, and control Sellers on its website in order to reduce the risk of fraud.
Prior to any Transaction, the Marketplace covenants to provide Alma, through the technical infrastructure made available by Alma, with information concerning the Buyer and the products and/or services purchased by the Buyer, in order to enable Alma to evaluate the Financing application and ensure that no fraud risk exists.
The Marketplace covenants to ensure the existence of proof of the delivery of the goods or the provision of the services covered by the Transaction and to retain such proof for a period of twelve (12) months. Upon Alma's simple request, the Marketplace covenants to furnish such proof within forty-eight (48) hours. In the absence of such proof, and in the event of a dispute raised by the Buyer, the Marketplace agrees to reimburse Alma, through the Partner, for all amounts paid in connection with that Transaction.
Furthermore, the Marketplace covenants to include in its own general terms of sale:
a stipulation that it makes the Payment System available to its Buyers for the settlement of their purchases, and that the execution of the payment is conditional upon the Buyer's acceptance of the general terms and conditions of use offered by Alma;
the contractual clauses provided by Alma, relating in particular to the Buyer's right of withdrawal, where applicable;
a stipulation that non-approval of Financing for an order may result in the cancellation of that order;
a stipulation that termination of the general terms of sale between the Buyer and the Marketplace will result in the termination of the general terms of use or the loan agreement between Alma and the Buyer;
a stipulation that the amount is paid by means of credit in accordance with article L312-45 of the French Consumer Code, on pain of fine.
The Marketplace grants Alma, during the period of validity of the Agreement, exclusivity with respect to making available to its customers installment payment facilities and financing solutions, including, in particular, payment in installments and deferred payment. The Marketplace represents in this regard that it is not bound by any exclusivity clause relating to the use of such services as of the date of acceptance of the Agreement.
In accordance with ACPR Recommendation 2015-R-03 of February 26, 2015, the Marketplace covenants to include on its website a complaint page providing access to the address: support@getalma.eu, as well as a referral to AFEPAME's mediation services (alongside Alma's email address).
Finally, the Marketplace warrants that it will not store or retain, in any manner whatsoever, any credit card or payment card numbers in its systems.
In its capacity as an industry professional, Alma covenants to comply with all applicable laws, regulations, and contractual obligations in its provision of the Payment System.
Alma covenants to:
fulfill its obligation to provide advice and information to the Buyer, and in particular to supply the Buyer with the necessary information on the Financing offered to enable the Buyer to determine whether the Financing effectively corresponds to the Buyer's ability to repay;
avail itself of every human, material, logistical, and technical resource required to provide the Services.
For each Transaction completed, the Partner charges the fees agreed between the Marketplace and the Partner.
The Marketplace covenants to always ensure the Payment System is available to its customers for all purchases whose amounts fall within the thresholds defined in article 8.3 below, unless Alma expressly agrees otherwise.
In any event, Alma alone is entitled to approve or deny an application for Financing. Its decision to grant or deny Financing is made at its sole discretion. The Marketplace acknowledges that it has no authority to decide whether Financing is granted or denied, and may not challenge the decisions made by Alma in this context.
In the event of cancellation, rescission, or termination of a Transaction, or of a refund to be issued to a Buyer, the Marketplace covenants to use its personal space on the Partner's platform to inform Alma. Accordingly, the Marketplace covenants to never directly refund the Buyer, in whole or in part, for the amount of the Transaction by any other means.
Alma offers the collection of the first installment on behalf of the Marketplace as a Payment Service. The Buyer's subsequent installments are then collected as repayment of the Buyer's Financing to Alma directly. Consequently, the calculation of interest on the Financing does not include the first installment.
Alma may also request that the Marketplace cancel a Transaction within a maximum period of twenty-four (24) hours following the validation of the latter if additional analyses carried out by Alma have demonstrated a significant risk of fraud.
In such case, Alma will notify the Marketplace by any means in order to enable the Marketplace to cancel the delivery.
The Marketplace acknowledges and accepts that the amount of the fees may be updated by the Partner at Alma's request.
The Marketplace will be notified by the Partner of any such increase by email, thirty (30) days before the new rates come into effect. Upon receipt of the notification from the Partner, the Marketplace will have a period of one (1) month to terminate its access to the Services. Conversely, if the Marketplace continues to use the Service after being notified of the increase in Alma's commission, it will be deemed to have accepted that increase.
The Marketplace may not charge the Buyer additional fees for the use of the Service other than those agreed with the Partner.
Unless the Parties expressly agree otherwise, the minimum amount of a Transaction may not be less than fifty (50) euros including all taxes (VAT inclusive), and the maximum amount of a Transaction may not exceed two thousand (2,000) euros VAT inclusive. No Transaction above or below these amounts may be completed using Alma's Payment System.
Alma is in a business relationship with the Marketplace within the meaning of article L561-5 of the French Monetary and Financial Code. The amount of each Transaction carried out under this Agreement is paid into the Marketplace's account with the Partner, without Alma providing any Service to the Sellers.
Since the Marketplace is a marketplace, it is not the final recipient of the funds transmitted by Alma; the management of these funds is handled by the Partner. As Alma is not in a business relationship with the Sellers and does not provide any Service to them, Alma does not transfer any funds to the Sellers and does not assist in the management of funds by the Partner following the transmission of the Transaction amount.
The Marketplace declares that it is not engaged in any activity or has not committed any act that could violate (i) any applicable regulations concerning anti-money laundering and counter-terrorism financing ("AML-CTF"), and/or (ii) any mandatory restrictive measures imposing economic, financial, or commercial sanctions (including sanctions related to embargoes, asset freezes, and economic resource restrictions affecting transactions with natural persons or legal entities), and that it has implemented and maintained all necessary measures, and has in particular adopted and implemented appropriate procedures and guidelines to prevent any violation of these laws. In this regard, the Marketplace covenants, within its contractual relationship with Alma, and in compliance with current provisions, to collaborate in good faith to implement its obligations regarding anti-money laundering and counter-terrorism financing with Alma.
The Marketplace is specifically required to comply with the rules and procedures in place at Alma concerning Know Your Customer ("KYC") and anti-money laundering and counter-terrorism financing ("AML-CTF"). Alma systematically verifies compliance with these procedures.
In the context of granting credit, the Marketplace is informed that Alma must collect as much KYC information as possible about the Marketplace's customers in order to fulfill its regulatory obligations, including, in particular: First Name, Last Name, Email, Mobile Number, and Mailing Address with Country of Residence.
This information is transmitted by the Marketplace through a computerized system (API). Alma checks whether the person is politically exposed (PEP) and whether they appear on sanction lists.
Beyond the amounts defined in the internal procedures, identity documents will be requested from the Marketplace's customers in accordance with the enhanced due diligence regulations.
Alma will refuse any customer of the Marketplace who appears on the regularly updated lists (PEP lists, sanction lists, etc.).
The Marketplace expressly covenants to purchase and maintain all insurance required to engage in its business activities and to furnish all proof thereof upon Alma's request.
The Marketplace covenants to provide proof of such insurance to the Partner.
The Marketplace acknowledges that it is solely responsible for the products and services marketed on its website to its customers, including where the product and/or service is sold and/or provided by a Seller.
Any dispute arising under this Agreement between the Marketplace and the Buyer and/or between a Seller and the Buyer, in particular with respect to deliveries, returns, and the operation of products or services sold, is entirely the responsibility of the Marketplace.
In the event of non-delivery of a good or non-performance of a service related to a Transaction, the Marketplace will reimburse the Partner, which will in turn reimburse Alma, for the amount of the Transaction that was paid to it, even if a Seller is at fault, given that (i) the Marketplace is responsible for selecting Sellers on its website and (ii) Alma has no relationship with the Seller.
The Marketplace also indemnifies Alma against any fraud perpetrated by a Seller using the Payment System through the Marketplace's website.
In such cases, the Marketplace indemnifies Alma against any potential financial consequences, including judgments, settlements, or criminal or administrative fines, and agrees to fully substitute Alma in claims, lawsuits, demands, requests, or investigations arising on such grounds. When such substitution is impossible, the Marketplace agrees to bear all costs, judgments, settlements, and fines charged to Alma.
Alma disclaims any and all liability, partial or otherwise, for:
any indirect damages or lost profits;
any malfunction or failure of the Services for which Alma is not responsible (including as a result of force majeure);
the failure or default of a payment service provider taking part in the provision of the Services;
any injury, damage, or loss originating from improper configuration of the Marketplace's website that prevents the proper integration of the Services;
any injury, damage, or loss resulting from use of the Services that is inconsistent with the terms of the Agreement;
any claim from the Marketplace's Sellers;
any breach on the part of the Marketplace's Sellers.
In any event, Alma's liability will be limited to eight percent (8%) of the amount of the fees charged by the Partner during the twelve (12) months preceding the act or omission giving rise to liability.
Any legal action by the Marketplace against Alma under the Agreement will be time-barred after a period of one (1) year following the date on which the Marketplace became aware (or is deemed to have become aware) of the damaging event.
All of the Services and any related elements supplied by Alma will remain the exclusive property of Alma, who has no intention of transferring any rights whatsoever to the Marketplace.
Neither Party shall, in the course of the performance of the Agreement or at any time thereafter, be entitled to claim any right of ownership whatsoever to any of the distinctive signs belonging to the other Party.
The Marketplace authorizes Alma to freely use and reproduce the Marketplace's company name and logo at no charge for the purposes of performance of the Agreement, as well as in all commercial communications, regardless of the medium, aimed at promoting Alma and its services.
The Marketplace expressly authorizes Alma to use and reproduce, free of charge, its logo and company name for the purposes of performance of the Agreement, and in particular when Alma communicates and exchanges with Buyers.
The Marketplace also authorizes Alma to refer to it as one of its business partners in its commercial communications, and in particular when Alma communicates orally with companies that it approaches with a view to offering them a service similar to that which is the subject hereof.
This right of use and reproduction is limited to the countries in which Alma offers its Services, for the entire duration of the Agreement.
The Marketplace may contest or limit this use at any time by contacting Alma's support service, in accordance with article 15.
The Parties covenant to comply with applicable personal data protection laws and regulations, including, in particular, the provisions of EU Regulation 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 (the "GDPR") and any subsequent regulations.
As part of the performance of the Agreement, the Parties may be required to process personal data in order to comply with their regulatory or contractual obligations.
In this regard, the Parties covenant to process such personal data in accordance with the terms of the Data Protection Agreement set out in Appendix 1 hereto.
The Parties covenant to consider and treat all information, regardless of its nature and form, received at the time of signature of the Agreement and during the performance thereof, as confidential. To the extent necessary, it is stipulated that the Agreement, any amendments thereto, and any clauses contained therein shall be considered as confidential information.
Unless prior written authorization is obtained from the other Party, or unless a Party is legally required to disclose confidential information to a competent authority, the Parties covenant to maintain the confidentiality of, and not to fully or partially disclose, whether directly or through an intermediary, to any third party, or to use for commercial or any other purpose, the confidential information obtained or received from the other Party in connection with the negotiation, signature, or performance of the Agreement.
The Parties agree to provide their representatives, employees, agents, and subcontractors with only the confidential information strictly necessary for the performance of their contractual obligations under the Agreement. Such representatives, employees, agents, and subcontractors must be informed of the confidential nature of the information supplied and of the duty of confidentiality incumbent on their employer or principal, and must be personally bound by an equivalent duty of confidentiality.
The covenants made by the Parties in this article will remain in full force and effect for five (5) years after the termination or expiration of the Agreement, regardless of the cause thereof.
Each Party shall assume full responsibility for compliance with the terms of this article by any entity to which it subcontracts the performance of all or part of the Agreement.
Each Party undertakes to return to the other Party, upon first request, all documents or other media and all copies thereof containing confidential information supplied by the other Party in the context of the performance of the Agreement.
Any complaints or requests for information may be addressed to the Partner as the first-line support, by contacting it through the following link: https://support.hipay.com. Technical support is available from 9:30 a.m. to 6:00 p.m., Monday through Friday.
The Partner's support services may redirect requests to Alma's support team, which acts as the second-line support, by writing to the following address: support@getalma.eu.
Alma's technical support is available from 9:00 a.m. to 8:00 p.m., Monday through Sunday. Alma's support service may also be contacted in the event of unavailability of the Partner's support service.
The Agreement may not be transferred by the Marketplace to any third party without Alma's express consent.
No change in Alma's legal situation, including, without limitation, corporate conversion, merger with another corporation, absorption, or sale of its business to a third party, will result in the termination of the Agreement, which will remain binding on the Marketplace and the entity replacing Alma, under the same terms and conditions as those set out herein (and any amendments thereto); neither Party will be owed any compensation by the other Party.
The invalidity or impossibility of enforcing any clause herein shall have no impact on the validity or enforceability of the other clauses.
The Parties undertake to promptly negotiate in good faith a valid provision to replace the original provision.
If a Party chooses not to require compliance with a condition of the Agreement, or to avail itself of a contractual right or privilege, this shall not constitute a definitive waiver of that condition, right, privilege, or of any other provision pertaining thereto.
The Agreement constitutes the full, final, and exclusive content of the agreement and understanding between the Parties.
If, for any reason whatsoever, any provision or appendix of the Agreement is found or held to be illegal, invalid, or unenforceable, this shall in no way affect the lawfulness, validity, or enforceability of the remaining contractual provisions and appendices, which shall continue to be applied in accordance with the meaning clearly contemplated by the Parties, and shall accordingly not result in the Agreement being void.
In the event that a provision or appendix is found or held to be void or unenforceable, the Parties shall, as far as possible, replace it with a provision having the same legal and economic consequences.
The Agreement is governed by and shall be construed in accordance with the laws of France.
The language of the Agreement is French. If the Agreement is translated into one or more languages, only the original French version will be binding.
In the event of a dispute, controversy, or claim pertaining to the validity, interpretation, performance, or termination of the Agreement, the Parties covenant to attempt, before submitting their dispute to the court of competent jurisdiction, to reach an amicable resolution by participating in mediation organized by the Center for Mediation and Arbitration of Paris (CMAP), unless the Parties agree to use a different mediator. The Parties must participate in the mediation process in good faith, and, in this spirit, the Parties covenant to meet at least once in the mediator's presence.
If mediation fails, all disputes regarding the validity, performance, interpretation, or termination of the Agreement will, failing an amicable resolution, be subject to the exclusive jurisdiction of the courts of Paris, France, even in the case of multiple defendants, joinder of third parties, emergency proceedings, applications for conservatory measures, petitions for interim relief, or ex-parte proceedings.
Definitions
Whenever terms used herein begin with a capital letter, they shall have the meaning ascribed to them below:
“Alma”: means Alma SAS, a payment service provider licensed both as a payment institution and a financing company.
“Alma Europe” means when Alma is providing its Services with its passport in European countries outside of France, using its payment services license, more specifically Service n°4 (Credit within a Payment Transaction).
“Business Day”: means any calendar day that is not a Sunday or a public holiday in France.
“Buyer”: means the Marketplace’s customer(s), whether natural persons or legal entities, transferring funds via the Alma Website using a credit/debit card or other payment method accepted by Alma to transfer funds.
“Initial Installment” means the amount paid by the Marketplace’s customer at the time of payment that is not included in the Financing and that is immediately collected by Alma on behalf of the Marketplace in Alma’s capacity as a payment institution.
“Transaction Overview Account”: means the account opened in the Marketplace’s Dashboard to view the amounts of the Transactions that will be transferred onto the Marketplace’s bank account (or the account opened in the accounting ledgers of a Third-Party PSP) by Alma as part of the Buyer’s Financing operation.
“Marketplace” or “Account Holder”: means Alma’s enterprise customer who uses the Services and in whose name the Payment Account is opened.
“Party” or “Parties”: means Alma and/or the Marketplace.
“Payment Account”: means the payment account opened in Alma’s accounting ledgers in the name of the Marketplace/Account Holder for the purposes of completing Payment Transactions. The Payment Account shall under no circumstances be considered as a deposit account.
“Payment Order”: means the instructions given to Alma by the Account Holder to complete a Payment Transaction.
“Payment Services”: means payment services as defined in article L314-1 of the French Monetary and Financial Code (Code Monétaire et Financier), and the creation of a Payment Account for the Marketplace.
“Payment Transaction”: means any action consisting of depositing, transferring, or withdrawing funds, separate and apart from any underlying obligation between the Buyer and the Account Holder, initiated by a Buyer, on behalf of a Buyer, or by the Account Holder.
“Third-Party Payment Service Provider” or “Third-Party PSP”: means any entity other than Alma licensed in a European Union Member State, a country within the European Economic Area, or a country with equivalent anti-money laundering and combating the financing of terrorism requirements.
Article 2.Purpose
The purpose of this master agreement is to define the terms governing the creation of the Payment Account and the provision of Payment Services to the Account Holder by Alma, in consideration for payment of the commissions stipulated in the Master Agreement.
The Payment Services will be provided to the Account Holder as part of:
The creation and management of the Payment Account;
The collection and holding of funds on behalf of the Account Holder by Alma. In particular:
When the Buyer pays the Initial Installment;
For Alma Europe, when the amount lent by Alma to the Buyer is transferred, on behalf of the Buyer, onto the Marketplace’s Payment Account;
When the Buyer transfers funds for payments in a single installment;
When the Buyer is issued a refund by the Account Holder;
When the Account Holder credits the Payment Account to adjust the balance, if the balance is insufficient for a refund.
For Alma Europe, the transfer of funds from the Account Holder’s Payment Account onto the Account Holder’s bank account.
Alma’s accreditation as a payment institution is available and can be viewed on the website of the ACPR’s French Financial Firms Register, regafi.fr
It is specified that Alma provides its Payment Services on behalf of the Marketplace. More specifically, Alma collects the Initial Installment on behalf of the Marketplace and transfers the full Transaction amount to the Marketplace's account opened in the Partner's accounting ledgers. Alma does not provide any Service on behalf of the Sellers.
Article 3.Description of the Payment Services
Alma offers the Account Holder the possibility to take advantage of Payment Transaction acquisition services in the following cases:
When payment is made in multiple installments, for the payment of the initial installment or deposit; and the transfer of the amount lent by Alma to the Buyer from the Buyer’s payment account to the Marketplace’s Payment Account
When payment is made in a single installment (in full) or in case of deferred payment, for the collection and transfer of the Buyer’s funds, handed over by Alma on behalf of the customer in the case of deferred payment, in payment of the product or service purchased from the Marketplace.
For each Payment Transaction, Alma will credit the Account Holder’s Payment Account with the funds received, prior to their transfer onto the Account Holder’s bank account.
Article 4.Conditions for Opening a Payment Account
The Account Holder, a legal entity, expressly represents and warrants that at the time of submission of its request and for the full duration of the Agreement:
it is and shall remain a regularly formed corporation;
the Account Holder is vested with the authority or has received the necessary authorization to use Alma’s Services;
it is headquartered in France or the European Economic Area;
he/she uses the Service in a fair and lawful manner and in a spirit of good faith, in accordance with the standards provided for under applicable law and imposed by Alma;
he/she will indemnify and hold harmless Alma for any false representations.
The Account Holder, a natural person operating as a sole proprietor, expressly represents and warrants that at the time of submission of his/her request and for the full duration of the Agreement:
he/she is an adult with legal capacity to contract;
he/she has the necessary legal form and status to exercise his/her professional activities;
he/she resides in France or the European Economic Area;
he/she uses the Service in a fair and lawful manner and in a spirit of good faith, in accordance with the standards provided for under applicable law and imposed by Alma;
he/she will indemnify and hold harmless Alma for any false representations.
The creation of a Payment Account is subject to the verification of the Account Holder’s identity in accordance with the regulations governing the provision of Payment Services, and particularly those related to the fight against money laundering and terrorist financing. Accordingly, the Account Holder, whether a natural person or legal entity, covenants to furnish the documents required by Alma for the creation of the Payment Account.
Alma reserves the right to refuse to open a Payment Account for any reason without having to provide justification for its decision. Such a refusal shall not result in the payment of any damages or compensation whatsoever.
Article 5.Mode of Operation of the Payment Account
Pursuant to article L133-3 of the French Monetary and Financial Code (Code Monétaire et Financier), the Marketplace’s Payment Account will be credited either:
with funds resulting from the acquiring of a Payment Transaction initiated by the Buyer with Alma’s PSP; or
with funds resulting from the acquiring of a Payment Transaction by card or wire transfer completed for the purposes of adjusting the balance for a refund in accordance with the terms of the Master Agreement.
The funds will be credited to the Payment Account balance by card or wire transfer without undue delay, and, in any event, no later than the end of the Business Day on which they are received.
In some cases, if a suspicion of fraud exists, the time needed to credit the funds may be lengthened for security reasons while awaiting additional information.
The Payment Account will be debited when a Payment Order is issued by the Account Holder:
to execute a wire transfer to a bank account opened in the name of the Account Holder with an authorized Third-Party PSP;
to execute a wire transfer to a bank account opened in the name of the Buyer with an authorized Third-Party PSP, in the case of a refund, in accordance with the terms of the Master Agreement.
The Payment Order must include the following information:
the name of the beneficiary;
the amount;
in the case of a “money-out” transaction, the number of the bank account opened with the Third-Party PSP (Alma is not responsible if the bank account details provided are incorrect or out of date);
Alma may block any Payment Order in the event of suspicion of fraud or a violation of applicable anti-money laundering and combating the financing of terrorism requirements.
The Payment Transaction will be executed within the following maximum authorized time limits prescribed by the French Ministerial Decree (Arrêté) of July 29, 2009, in accordance with articles L133-9 and L133-13 of the French Monetary and Financial Code (Code Monétaire et Financier):
Payment Transactions initiated on a Business Day will be executed no later than the end of that same Business Day if they are made to a Payment Account;
Payment Transactions initiated on a Business Day will be executed no later than the following Business Day if they are made to a financial institution located in a European Union Member State.
Article 6.Refunds
At any time, the Account Holder may send Hipay instructions to cancel a transfer of funds in order to issue a refund to the Buyer, or send an order to reimburse funds that have already been deposited.
The Account Holder’s request must be made via Hipay’s dashboard, where the Account Holder must specify the amount to be refunded, the Buyer who is to receive the refund, and any other required information.
Hipay will execute the refund transaction by crediting the card used by the Buyer, within the limit of the available balance in the Payment Account. If the Payment Account balance is insufficient, the balance of the Transaction Overview Account, if positive, will be used to credit the Payment Account; if the Transaction Overview Account balance is negative, the Account Holder must rectify the balance by transferring funds from its bank account.
Article 7.Account Statements
The Account Holder is granted access to a dashboard, which enables the Account Holder to see its balance for the different Services offered by Alma, i.e. Payment Services and lending Services. The balance of each of the Account Holder’s accounts (Transaction Overview Account and Payment Account) is visible in this dashboard.
For each wire transfer Transaction executed by Alma, the Account Holder will have access to the following information: the reference number of the Transaction, the amount of the Transaction, the date of receipt of the Payment Order, and, where applicable, the fees for the execution of the Transaction.
Access to the dashboard is secure. A username and password are required each time the Account Holder connects to it via the Website. Only the authorized individual is entitled to connect to this dashboard.
In accordance with applicable law, the consultation period is five years. At the end of the contractual relationship, Alma will, for the periods prescribed by law, conserve electronic archival media containing the records and documents pertaining to past Payment Transactions.
Article 8.Receipt of Payment from Buyers
Alma’s PSP is responsible for accepting the receipt of the funds enabling the Buyer to pay using a card accepted by Alma or by wire transfer in euros. It is required to comply with the security requirements imposed by the Bank of France and must use strong authentication for all high-risk transactions. Accordingly, the 3D-Secure application is used for all credit/debit card transactions executed via the internet, Web Services, and mobile applications.
Article 9.Complaints
As soon as the Account Holder identifies a situation that might give rise to a dispute, i.e.:
a potential error in the performance of the Payment Services or the nonperformance thereof; or
a potential error in the charging of a commission, tax, or fee by Alma;
the Account Holder must, within ten days at most (in accordance with ACPR recommendation number 2016-R-02 issued on November 14, 2016), notify Alma by certified mail, return receipt requested, or by email, return receipt requested, at support@almapay.com
Complaints will be processed within fifteen days of receipt.
Article 10.Fees
The services furnished by Alma to the Account Holder will be invoiced in accordance with the pricing terms stipulated in the Master Agreement.
Article 11.Amendment and Termination
Alma reserves the right to amend this master agreement at any time. The provision of notice of such amendments and their entry into force will take place in accordance with the terms of the Master Agreement.
Termination of the Master Agreement will automatically result in the termination of this agreement. Accordingly, the Payment Account will be closed and the Account Holder will no longer be able to issue Payment Orders beginning on the effective date of termination. However, the Payment Account may be maintained in place for a period not to exceed thirteen (13) months in order to cover any disputes or complaints that may later arise.
Alma will continue to provide access to contractual documents for a period of five (5) years from the date of the end of the contractual relationship. Alma will cease to provide this service once the aforementioned period of five (5) years has expired.
Article 12.Protection of Funds
Alma will take all measures required by applicable laws and regulations regarding the protection of funds. In accordance with article L522-17 of the French Monetary and Financial Code (Code Monétaire et Financier), at the end of the Business Day following the day on which they are received, Alma will store the available funds credited to the Account Holder’s Payment Account on a segregated account opened with an Alma Marketplace financial institution.
Article 13.Death of the Account Holder and Inactive Accounts
13.1.Death of the Account Holder
As soon as Alma becomes aware of the death of the Account Holder, this master agreement will be terminated.
Any Payment Orders arising after the Account Holder’s death will, absent consent from the Account Holder’s heirs or from the notary responsible for administering the Account Holder’s estate, be deemed not to have been authorized.
The Payment Account will remain open for the time needed to administer the estate, and Alma will make payments of remaining balances with consent from the Account Holder’s heirs or from the notary responsible for administering the Account Holder’s estate.
13.2.Inactive Accounts
If, over a period of twelve (12) months, no transaction has been made on a Payment Account opened by the Account Holder in Alma’s accounting ledgers, and the Account Holder has not been in contact with Alma in any way (telephone, mail, etc.) during that same period, the Account Holder may be deemed an inactive customer.
A Payment Account with no transactions whose Account Holder is an inactive customer constitutes an “inactive account”.
As appropriate, Alma will inform the Account Holder using any means of communication. Alma may charge fees for inactivity in accordance with its pricing terms.
If the Account Holder fails to contact Alma within the ensuing 10-year period, Alma will transfer the balance of the Payment Account to the Caisse des Dépôts et Consignations, after giving the Account Holder six (6) months’ notice by any means of communication, and in accordance with the procedures and conditions provided for in article L312-20 of the French Monetary and Financial Code (Code Monétaire et Financier).
Assets transferred to the Caisse des Dépôts et Consignations can be claimed from the Caisse des Dépôts et Consignations up to thirty (30) years after the Account Holder’s last contact with Alma.
Article 14.Security – Account Holder’s Covenants
The security measures in place must meet or exceed the requirements described in the Master SaaS Agreement.
The Account Holder, in its use of the Payment Account, must afford the same guarantees required for access to the Dashboard.
Any term not defined in this Data Protection Agreement shall have the meaning ascribed to it in the GDPR and the Agreement.
The purpose of this Data Protection Agreement is to define the scope of the responsibilities and obligations of each of the Parties, who certify that they are each independent Data Controllers.
The Parties agree that each Party will be responsible for its own Personal Data Processing and for the purposes thereof, and each Party covenants to collect and process all Personal Data in compliance with applicable laws and regulations governing the Processing of such data.
The Parties undertake to comply with all data protection laws and regulations applicable to the performance of the Agreement, and, in particular, (i) EU Regulation 2016/679 of the European Parliament and of the Council of April 27, 2016 (hereinafter the “General Data Protection Regulation” or the “GDPR”), (ii) France’s “Loi Informatique et Libertés” (Law 78-17 of January 6, 1978) as amended (hereinafter the “French Data Protection Act”), and (iii) all other laws or regulations applicable to the processing of personal data during the term of the Agreement. The Parties covenant to ensure that their staff and subcontractors comply with these terms.
The following personal data on Buyers is collected and processed on the website when they select the Payment System:
Their identity and contact information (First name, Last name, Email, Mobile phone number, Mailing address and country of residence – This data is collected and supplied by the Merchant, which the Buyer is informed of by the Merchant in the Merchant’s privacy policy.)
The following personal data on Buyers is collected and processed on the platform used for Alma’s solution:
for all payments in more than 4 installments: mandatory ID document required by law such as a government-issued ID card, driver’s license, proof of residence, tax residence (this data is collected directly from the Buyer);
data concerning the Transaction: (shopping cart/basket, details concerning the Product(s), transaction amount and date, order tracking information, etc.);
connection data (IP address);
economic and financial data (payment card tokenization data for payments in more than 4 installments: aggregated bank account data).
The primary purpose of Alma’s processing is to grant loans to Buyers for the purchase of products and services sold by the Merchant. Within the context of this overall purpose, several additional purposes are involved:
credit scoring, evaluating the eligibility of the Buyer;
collecting the debt owed by the Buyer;
preventing fraud;
preventing money laundering and terrorist financing;
managing Alma’s business relationship with the Buyer.
The basis for processing is contractual, legal (regulations governing the Data Controller’s activities), and based on legitimate interest.
Subsidiary purposes include enabling Alma to allow Buyers to access their Alma Dashboard to view their payment schedule and take advantage of Alma services. Additionally, these include promoting Alma’s products and solution to the Buyer. These purposes only involve the first and last name, email address, and telephone number.
The basis for processing with regard to these subsidiary purposes is the consent granted by Buyers to Alma during their visit to Alma’s website.
The subsidiary purposes for processing with respect to the Merchant’s employees and agents concern product marketing and merchant knowledge and management. The basis for processing with regard to this purpose is the performance of a contract and, where applicable, consent from the Data Subject.
For lending, the Processing lasts for as long as the loan agreement between Alma and the Buyer remains in force, until the debt has been fully collected.
Alma stores the data for up to five years after the debt has been collected in accordance with applicable law.
Each Data Controller must ensure that the individuals authorized to process the personal data are bound by a strict duty of confidentiality.
Each Data Controller must take all appropriate technical and organizational measures required to ensure the security of the data processing.
Each Data Controller must ensure the confidentiality and integrity of all personal data collected and transmitted and ensure that it is backed up and archived.
The Merchant must, through its privacy policy, inform Buyers of the personal data processing for which it acts as the Data Controller under articles 13 and 14 of the GDPR.
Alma will fulfill its duty to inform Data Subjects of the data processing for which it acts as the Data Controller by supplying them with its terms of service or the loan agreement and Alma’s privacy policy.
Each Party must take all measures required to limit the impact of any personal data breach it experiences it and of which it learns during the performance of the Agreement, and to notify the other Party thereof. Each Party must inform the other Party of any breach (or suspected breach) of personal data as soon as possible, and in any case not more than 48 hours after learning of its existence. This notification must include any useful documents and information.
Either Data Controller may subcontract to processors to assist with the processing of this personal data.
Each Data Controller agrees to ensure that its processors provide adequate guarantees and implement appropriate technical and organizational measures to ensure that the processing complies with the same requirements as those contained in this Data Protection Agreement.
Each Party remains fully responsible for the performance of all the obligations it subcontracts.
If the Parties subcontract to processors outside the European Economic Area, they agree to implement appropriate safeguards to protect this transfer of personal data outside the European Economic Area, including, in particular, by signing the latest version of the European Commission’s Standard Contractual Clauses (SCCs) with each processor operating outside the European Economic Area.
Each Party undertakes to provide the other Party with all necessary information and notice without undue delay to enable the other Party to comply with its personal data processing obligations.
Furthermore, the Parties covenant to mutually assist one another, whenever necessary, with the completion of Personal Data protection impact assessments and, as required, with the supervisory authority’s prior consultation.
Each Data Controller must fulfill its obligation to comply with requests from Data Subjects to exercise their rights (the right to access, correct, and delete data, the right to object to and limit Processing, the right to Personal Data portability, and the right to not be subject to automated individual decision-making—including profiling).
When Data Subjects contact the wrong Data Controller to exercise their rights, the Data Controller receiving the request must, upon receipt, forward it to the other Party by email to the following respective email addresses:
For Alma: support@getalma.eu
Each Data Controller must supply the other Party with the name and contact information of its Data Protection Officer or, where applicable, its Personal Data Protection point of contact.
For Alma: Rachelle Abi-Lahoud, at support@getalma.eu or dpo@getalma.eu