Alma distributes a payment solution, allowing Merchants to offer their End Users cash, deferred or staggered payments for their purchases with the guarantee of being systematically paid upon sale.
The Merchant uses Alma through Mollie, the latter administers the current general terms and conditions, managing the associated Merchant relationship created thereby.
The Alma payment system includes a set of programming interfaces (APIs), modules compatible with e-commerce websites and in-store payment interfaces allowing the Merchant to accept payments.
This Alma Agreement comprises the following contractual documents in descending order of priority:
General Terms and Conditions of Sales (“GTCS”).
Merchant payment service agreement.
Data protection agreement (“DPA”).
These are the general terms and conditions of sale (hereinafter referred to as the “GTCS”) for the payment solution made available by Alma, a simplified joint stock company, whose registered office is located at 176 avenue Charles de Gaulle, Neuilly-sur-Seine (92200), registered in the Nanterre Trade and Companies Register under number 839 100 575 (hereinafter referred to as “Alma”).
Alma is licensed 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 specifies the GTCS of the Alma Solution offered by Alma to its professional customers (hereinafter referred to as the “Merchant(s)”).
The Merchant offers its own customers (hereinafter referred to as the “End User”) the possibility to pay for their purchases by deferred payment or by installments thanks to the Alma Solution offered by Alma.
The registration of the Merchant to Alma’s Solution implies the acceptance without reserve of these GTCS by the Merchant.
“Alma Agreement”: means the mutual agreement between Alma and the Merchant, the intent of which is to create, modify, transfer, or extinguish obligations. The Alma Agreement is composed of: these general terms of sale, the Master Payment Services Agreement and the Data Protection Agreement.
“Alma”: means the company Alma as identified in these GTCS.
“End User”: means the Merchant’s customers.
“Party/Parties”: means Alma and/or the Merchant.
“Alma Solution”: means the payment facility or credit provided by Alma to the End User.
“Transaction”: means any sale of products or services between the End User and the Merchant using the Alma Solution.
”Dispute”: means a commercial disagreement between an End-User and a Merchant, which may result in the opening of a claim with Alma or HiPay and/or the opening of a Chargeback with the End User's bank.
“Chargeback”: means when the End User initiates a procedure before his bank to dispute a Transaction and claims for a repayment of the amount related to the Transaction .
The Alma Agreement including the GTCS come into force as of the date of their acceptance by the Merchant, which acceptance is deemed to exist by enabling the Alma Solution on the request of Merchant.
The Alma Agreement including the GTCS are concluded for an undefined term.
The Merchant remains totally free to contract with Alma on a standalone basis. The Merchant also remains free to contract with other service providers competing with Alma on channels and/or territories other than those covered by the Alma Agreement. The Merchant undertakes to inform Alma in any event.
These GTCS may be terminated at any time by either Party by notification in writing :
subject to a two (2) months’ notice period.
without notice, and subject to the provisions of public policy in force, in the event of cessation of payments, opening of collective proceedings, amicable liquidation. Each Party must inform the other Party of the occurrence of any such event without undue delay.
Due to the use of the Alma Solution through Mollie, the Alma Agreement is terminated without notice if the associated Merchant relationship between Mollie and the Merchant is terminated. The Alma Agreement shall continue for the time needed to process the ongoing payments made before the time of termination.
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. For its part, Alma may terminate this Alma Agreement at any time by right and with immediate effect in the event that the monthly rate of unpaid sums observed reaches the threshold as defined by both Alma and Mollie from time to time.
The GTCS can only be effectively terminated if the Merchant is no longer using the Alma Solution. For all Transactions commenced prior to the termination of the GTCS, the Merchant and Alma remain liable for the performance of their obligations under the Alma Agreement until the end of each uncompleted Transaction.
The Parties expressly agree that articles 12 (Liability), 14 (Intellectual Property), 17 (Confidentiality), 19 (Applicable Law), and 20 (Choice of Forum) will remain in full force and effect after the termination of the GTCS.
Alma reserves the right to amend these GTCS at any time.
If the GTCS is modified, the new GTCS will be sent to the Merchant no less than three (3) months in advance of the new GTCS taking effect. The Merchant will be deemed to have accepted the amended GTCS unless it notifies Alma directly or indirectly within a period of thirty (30) days of its refusal before the date proposed for the entry into force of the amendments, after which the Alma Agreement will be terminated considering the applicable notice period.
Alma may, without prior notice, suspend the Merchant’s access to Alma Solution for any reason mentioned in the list of causes for suspension displayed at Appendix 1.
It should be noted that the Merchant is strictly prohibited from engaging in any activity whatsoever that violates the rules applicable to the Merchant, established by different payment card networks (i.a. Visa, Mastercard, CB, or American Express).
The aforementioned suspensions, cessations and terminations do not in any way relieve the Merchant of its contractual obligations and in particular of its obligation to pay in full the amounts due to Alma or Mollie.
Suspension of the Alma Solution may be reconsidered by Alma and may result in termination, without any liability on the part of Alma, or prior notice.
Termination will result in the removal of access to the Alma Solution. All the sums due to the Merchant at the date of termination shall then be transferred to its bank account through Mollie who is the only one allowed to pay the Merchant under the Alma Agreement.
If the decision to terminate the Alma Agreement has been made before one or more payments is due, the payment will continue to be processed in accordance with the agreement between Mollie and the Merchant, thus prolonging the validity of the Alma Agreement by the time needed to handle such payment. However, even in this case, the Merchant will no longer have access to the Alma Solution.
Alma is authorized to archive all the elements having motivated such a decision, particularly in order to produce them before the competent courts.
If required 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 to Alma for the entirety of the Transactions completed, even after access to the Alma Solution has been suspended.
The Merchant is invited to contact Mollie’s support, in accordance with the agreement between the Merchant and Mollie, in case of suspicion of fraudulent connection by a third party to its services or accounts.
The Merchant integrates the Alma Solution via Mollie.
The Merchant acknowledges and accepts that Alma’s provision of access to the Alma Solution is subject to the following prerequisite conditions:
1. The Merchant must have signed an agreement with Mollie for the processing of funds;
2. The Merchant must have been approved by Mollie in accordance with Mollies procedures;
3. The Merchant must have sent the mandatory documents required by Mollie to access the Alma Solution (including, in particular: a “Kbis” or equivalent company registration certificate, a list of the Merchant’s beneficial owners, a valid identity document for the Merchant’s legal representative, and 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 or Switzerland);
4. Alma must have reviewed and approved the documents furnished;
5. Alma must have approved the Merchant after completing a risk evaluation;
6. The Merchant must have provided all necessary additional documents requested by Alma.
The Merchant covenants to furnish Alma with true and accurate documents that comply with applicable laws and regulations. Alma disclaims all liability for any documents furnished whose accuracy has been altered by the Merchant.
The Merchant is prohibited from using the Alma Solution for any illegal activities as defined by any rules applicable to the Parties for the activities considered by Alma as incompatible with its services. In case of breach of Alma’s rules, the latter may decide to terminate the Alma Agreement.
The Merchant covenants to comply with the GTCS.
The Merchant covenants to use the Alma Solution in accordance with the GTCS and all applicable laws and regulations.
The Merchant acknowledges that it is solely liable for the products and services it sells to its End User via Alma.
The Merchant covenants to inform Alma through Mollie as soon as reasonably practicable if it ceases its business activities, sells or transfers its business, or undergoes a material change in corporate governance or corporate form, its business activities and covenants to provide Alma with all documents needed for Alma to fulfill its obligation to properly identify its Merchants.
The Merchant covenants to display the Alma logo on its website, in particular on the payment screen, along with all mandatory information regarding Alma.
The Merchant undertakes to offer Alma’s Solution to all its End User without distinction, except for minors and natural or legal persons not residing in one of the countries listed by Alma on its website.
Prior to any Transaction, the Merchant undertakes to provide Alma directly or indirectly with the information relating to the End User as well as to the products and services purchased by the latter in order to proceed with the Transactions to facilitate the absence of any risk of fraud.
The Merchant accepts in its GTCS in advance the granting of credit concluded between Alma and the End User in accordance with Article L. 312-46 of the French Consumer Code or equivalent.
The Merchant undertakes to provide a receipt of any order to the End User.
In addition, the Merchant undertakes to mention in its own general terms and conditions of sale:
● that it offers its End Users Alma’s credit service for the payment of their purchases and that the execution of the payment is conditional upon the End User’s acceptance of the Merchant payment service agreement or of the credit contract proposed by Alma;
● the contractual clauses provided by Alma concerning in particular the End User’s right of retraction, if applicable;
● that any refusal by Alma to grant credit for an order may result in the cancellation of the order;
● that any termination of the GTCS between the End User and the Merchant will result in the termination of the Merchant payment service agreement or the credit contract between Alma and the End User;
● that the amount is paid by a credit (Article L. 312-45 of the French consumer code or equivalent, under penalty of fine).
Each Party acknowledges that during the term of the Alma Agreement:
it is properly constituted and carries out its activities in accordance with the laws, decrees, regulations and articles of association (or other constitutive documents) applicable to it;
it has full power and capacity to enter into the Alma Agreement and any Transaction related thereto and that the Alma Agreement has been validly authorised by its governing bodies or any other competent body;
the Alma Agreement and any Transaction related there to comply with the provisions applicable to it;
the information and documents provided or to be provided to the other Party are accurate and complete;
it possesses any permits, licenses, authorisations and registrations that may be required to enter into and perform the Alma Agreement and any related Transaction;
there is no action or arbitral or judicial proceedings against it, or any administrative or other measure that could result in a manifest and substantial deterioration of its business, assets and financial situation or that could affect the validity or proper performance of the Alma Agreement ;
the Alma Agreement and the Transactions entered into under these GTCS constitute a body of rights and obligations that are binding on it in all their provisions.
Alma authorises the Merchant to offer Alma Solution to its End Users so that the End Users can benefit from a staggered or deferred payment.
Whenever the End User completes a Transaction using the Alma payment interface, as a prerequisite, the End User is asked to volunteer certain information (such as their first and last name, address of residence, mobile phone number, and date and place of birth) to ensure that the End User is solvent and exclude any risk of fraud.
It is important to note that Alma offers the collection of the first monthly payment on behalf of the Merchant, as a payment service. The installments are then collected as a credit reimbursement directly for Alma. Therefore, the calculation of the interest on the credit does not include the first installment.
Whenever required by law, or if any suspicion of fraud exists, Alma may be required to request the End User’s authorization to view the End User’s bank account transaction history and additional personal documents.
If Alma considers that a suspicion of fraud or a risk of non-payment exists, it may, in its discretion, refuse the Transaction.
Alma also has a 24-hour period from the time of the Transaction to request the cancellation of the Transaction from the Merchant, in the event where the risk of fraud, as assessed by Alma in its discretion, is too high, which the Merchant expressly accepts.
In this case, Alma notifies the Merchant directly or indirectly by email or by phone according to the contact information provided during registration and proceeds with the following actions:
in the event the Merchant has not yet shipped the goods or services associated with this Transaction, the Transaction will be canceled by Alma;
in the event the Merchant has already shipped the goods, the Transaction will not be canceled. On the other hand, Alma’s guarantee to the Merchant of being systematically paid upon sale will not apply unless the Merchant can prove that the goods were shipped before the time at which the cancellation request was received.
Amounts debited by Alma for the initial installment on behalf of the Merchant will be credited in full in a single payment according to the agreement between Mollie and the Merchant.
In accordance with the agreement concluded between Mollie and the Merchant, Mollie is solely responsible for the payment of the nominal amount covering the Transaction to the Merchant.
At any time, Alma may, at its discretion and for a period not exceeding six (6) months, refund one or more Transactions, particularly if they are contested, canceled, or suspected of noncompliance with the GTCS. If the Merchant directly or indirectly participates in fraud, Alma may compel the Merchant to pay the amounts and associated fees required to cancel or refund a Transaction. If this is not the case, Alma will cover the loss associated with the contested amounts. Any costs and fees incurred in this case will be borne by the Merchant, and any amounts received by Alma for the Transaction will not be reimbursed to the Merchant.
In case of a refund, the Merchant via Mollie undertakes to inform Alma within three (3) months of the date of payment, of any need for partial or full refund due to a business gesture, a retraction or a termination from the Merchant’s end. The Merchant then shall reimburse via the Mollie dashboard or API the relevant Refund amount and shall not reimburse the End User directly.
For each Transaction carried out, Mollie charges the fees agreed between the Merchant and Mollie as indicated in the contract between the Merchant and Mollie.
The Merchant acknowledges and accepts that the amount of the fees may be updated by Mollie at Alma's request. In particular, Alma reserves the right to increase the price of its Alma Solution at any time in order to pass on (in whole or in part) any increase in the 1-month Euribor above 0.25% in relation to the Euribor level as it stood on the date of signature hereof or of its last modification, within the limit of one possible adjustment per year.
The Merchant will be notified by Mollie of such an increase by email, thirty (30) days before the new rates come into force. From the date of notification by Mollie, the Merchant will have one (1) month to terminate its access to the Alma Solution. Conversely, if the Merchant continues to use the Alma Solution after thirty (30) days from having been apprised of the increase in Alma’s commission, the Merchant will be deemed to have accepted the increase.
Any other price change will be subject to consultation and signature of an amendment by the Parties.
The Merchant may not apply any additional charges to the End User for the use of the Alma Solution other than those agreed with Mollie.
Unless the Parties expressly agree otherwise, the minimum amount of a Transaction shall not be less than 50 euros, including tax, and the maximum amount of a Transaction shall not exceed 2,000 euros, including tax. No Transactions above or below these amounts may be completed using the Alma Solution unless agreed in advance with Alma.
Except in the event of a breach by the Merchant (such as for example a failure to deliver the products ordered by the End User), Alma shall be responsible for the effective payment of the amounts due by the End Users.
Furthermore, each Transaction carried out by an End User gives rise to a contract directly between the Merchant and the End User.
Any Dispute that may arise between the Merchant and the End User is the sole responsibility of the Merchant and the latter guarantees Alma against any recourse by the End User or a third party.
Any legal action by a Merchant against Alma hereunder shall be barred by the expiration of one (1) year from the date on which the Merchant knew or is reasonably suspected to have known of the harmful event.
Alma can never be held liable, even partially:
for any harm that may arise in the context of the relationship between the End User and the Merchant;
for any malfunction of the Alma Solution that is not attributable to it (including force majeure);
for the use of Mollie by the Merchant for which the Merchant is solely responsible;
in the event of a failure on the part of a payment service provider involved in the provision of the Alma Solution;
in the event of non-compliance by the Merchant with these GTCS;
any harm that could arise in the context of an operation not subject to these GTCS, carried out by Alma following a request from the Merchant;
for any harm arising from the use of the Alma Solution in connection with prohibited transactions in the sense of the Alma Agreement, as defined at the following URL: https://help.almapay.com/hc/en-gb/articles/360006779359-Which-activities-are-not-eligible-for-payment-with-Alma- .
In any event, Alma’s liability shall be limited to 100% of the amount of the commissions actually received via Mollie by Alma during the twelve (12) months preceding the act or omission giving rise to liability.
All Alma Solution or associated elements provided by Alma to the Merchant remain the exclusive property of Alma who does not intend to assign any right to the Merchant.
The Merchant expressly authorizes Alma to use and reproduce, free of charge, its logo and its name for the purposes of identification and exchange with the End Users.
The Merchant expressly grants Alma, free of charge, the right to use and reproduce its commercial name as well as any other identification element or distinctive signs (such as for example its logo, domain name, font or colours) for any communication, on any support, even electronic, and without having to inform the Merchant beforehand.
This right of use and reproduction is limited to the countries where Alma offers its Solution and is limited to a period of ten (10) years, automatically renewable in the absence of opposition from the Merchant to that end.
The Merchant may object to this or restrict its scope at any time by contacting directly or indirectly Alma support department.
Alma undertakes to comply with the rules relating to the protection of personal data and in particular the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data, i.e. the “GDPR”, and any subsequent rules.
As part of the performance of the GTCS, Alma may be required to process personal data to comply with its regulatory requirements.
In this respect, Alma undertakes to process personal data in accordance with the stipulations defined in the Data Protection Agreement.
The Merchant confirms having read and accepted our privacy policy available at the following address: https://getalma.eu/legal/data.
The Merchant is asked to pay particular attention to the strict compliance with the rules and procedures in place at Alma in terms of “knowing your customer” (KYC) and the fight against money laundering and the financing of terrorism (AML/CFT). A dedicated Alma department systematically verifies compliance with these procedures. Alma’s computerised systems immediately warn of any failure to comply with KYC and AML/CFT procedures.
In the context of granting credit, Alma must collect as much information known as “KYC” as possible, in order to carry out its statutory due diligence. This information is transmitted by the Merchant by means of a computerised system (API): Name, First name, Email, Mobile number, Postal address with country of residence
Alma checks whether the person is politically exposed or not (PEPs) and whether they are on the sanction lists beyond the amounts defined in the internal procedures, identification documents will be requested from the End User in accordance with the rules on additional vigilance.
Alma will refuse any End User who is on the regularly updated lists (PEPs, Sanction Lists, etc).
Unless required for the performance of the agreement between the Merchant and Mollie, the Parties covenant to consider and treat all information received at the time of signature of the Alma 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 Alma 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 Alma 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 Alma 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 Alma 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 Alma 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.
The GTCS 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 Alma 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 Alma 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.
The Merchant is prohibited from transferring the GTCS 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 GTCS, 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 to Mollie in accordance with the agreement between Mollie and the Merchant. Mollie shall forward to Alma the demand as a second line of support at the following email address: support@almapay.com.
Default rate is abnormally high on the account, whereby default rate is calculated as the total amount to recover (after 25 days in late for PNX [where PNX is defined as payment in X installments]) divided by TPV;
Fraud rate is abnormally high on the account; whereby fraud rate is calculated as the total amount of fraudulent transactions divided by TPV;
strong suspicion of the Merchant’s failure to deliver products or perform services paid for by End User, or strong suspicion that the Merchant will soon be unable to deliver the products and/or perform the services for which payment has been or will be received via the Alma Solution (and, in particular, if the Merchant enters court-supervised administration or bankruptcy proceedings or if multiple complaints are received by Alma customer service);
account inactive and non-responsive for a period exceeding six (6) months
violation of an applicable right, in France or in any other applicable country, including the right to privacy (whether this involves Alma or a third party);
demonstrable risk to the stability or security of Alma’s systems and environments, the Alma Solution, or the Merchant’s data;
non compliant with all or part of the Alma Agreement, causing (or having the potential to cause) material harm to Alma;
request from administrative or judicial authorities;
suspicion of access to the Alma Solution from countries subject to international embargo or considered as high-risk, including by the Financial Action Task Force (FATF) (see https://www.fatf-gafi.org/countries/#high-risk );
Merchant Chargeback rate on Alma Solution exceeds 1% or Merchant has an abnormally high End User refund rate for its line of business;
high risk of fraudulent use of the Alma Solution by a third party without the Merchant’s authorization;
death of the Merchant’s legal representative, failure to inform Alma of any material modification of the information supplied at the time of registration (particularly regarding the corporation’s legal form, governance, change of beneficial owners, etc.), or failure to send Alma new mandatory documents for approval;
risk to reputation deemed significant by Alma, one factor being, without limitation, the number of complaints received by Alma customer service;
failure to respond to repeated attempts by Alma or Mollie staff to contact the Merchant (by email and telephone) over a period exceeding twenty-one (21) days;
infringement of copyright, patent, trademark, trade secrets, or any other intellectual property right, whether in France or in any other country, or any violation of the right to privacy (whether this involves Alma or a third party);
attempts to conceal the Merchant’s identity, including via proxies such as SOCKS5, a VPN, or the Tor network, or using any other technological solution or physical method (such as a post office box);
the Merchant’s is suspected by Alma of being linked to another identity already deemed by Alma to be fraudulent;
report received by Alma from a third-party agency that evaluates the solvency of corporations indicating that the Merchant’s use of the Alma Solution is high-risk;
suspicion of technological maneuvers aiming to distribute viruses or malware of any kind, including for the purpose of enabling copies of Alma’s sites and infrastructure to be made;
Likewise, Alma may also suspend the provision of the Alma Solution in the event of noncompliance with applicable Visa or Mastercard rules (available below) or if Alma feels that the risk of fines from Visa or Mastercard is inordinately high.
All Visa rules can be accessed at the following address: https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf
All Mastercard rules can be accessed at the following address: https://www.mastercard.us/en-us/about-mastercard/what-we-do/rules.html
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.
“Business Day”: means any calendar day that is not a Sunday or a public holiday in France.
“End User”: means the Merchant’s customer(s), whether natural persons or legal entities, transferring funds via the website of Alma using a credit/debit card or other payment method accepted by Alma to transfer funds.
“End User Account”: means the account opened in the Merchant’s Dashboard to view the amounts of the Payment 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 End User’s financing transaction.
“Dashboard”: means the Alma environment reserved for the Merchant in which the Merchant can view its payment flows.
“Merchant” or “Account Holder”: means Alma’s enterprise customer who uses the Payment 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 L.314-1 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 End User and the Account Holder, initiated by an End User, on behalf of an End User, 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 stipulated in article 10 of the GTCS.
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 End User pays the initial installment;
When the End User transfers funds for payments in a single installment;
When the End User 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.
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.
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 Alma 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 Payment Services;
it is headquartered in France or the European Economic Area;
he/she uses the Payment Services 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 Alma 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 Payment Services 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 L.133-3 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 End User with Alma’s Third-Party 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 GTCS.
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 End User with an authorized Third-Party PSP, in the case of a refund, in accordance with the terms of the GTCS.
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 L.133-9 and L.133-13 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 Alma instructions to cancel a transfer of funds relating to a Transaction in order to issue a refund to the End User, or send an order to reimburse funds that have already been deposited.
The Account Holder’s request must be made via the Dashboard, where the Account Holder must specify the amount to be refunded, the End User who is to receive the refund, and any other required information.
Mollie will execute the refund by crediting the card used by the End User, within the limit of the available balance in the Payment Account. If the Payment Account balance is insufficient, the balance of the End User Account, if positive, will be used to credit the Payment Account; if the End User 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 personal space through Mollie governed by the agreement Mollie managing the related Merchant relationship, 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 (End User 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 Alma 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 Third-Party PSP is responsible for accepting the receipt of the funds relating to a Transaction enabling the End User 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 (customer) 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.
If the Account Holder identifies a situation that is reasonably likely to give rise to a dispute with Alma, the Account Holder shall contact Mollie in accordance with article 22 of the GTCS.
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 GTCS.
Termination of the GTCS will automatically result in the termination of this master 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 L.522-17 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.
RECITALS
In accordance with European Union Regulation 2016/679 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 France’s “Loi Informatique et Libertés” (Law 78-17 of 6 January 1978) as amended (the “French Data Protection Act”).
Any term not defined in this Appendix shall have the meaning ascribed to it in the GDPR.
This agreement is entered into by and between:
Alma, a Société par Actions Simplifiée (simplified joint-stock company) registered with the Nanterre Trade and Companies Register under number 839 100 575, with its registered office located at 176 Avenue Charles de Gaulle, 92200 Neuilly-sur-Seine (France), a duly authorized Payment Institution and Financing Company registered under number 90786, whose status can be viewed on the website of the French Financial Firms Register (Regafi),
Acting in its capacity as independent Data Controller within the scope of the processing conducted under the Agreement between the Parties,
Hereinafter referred to as the “Service Provider”,
And
The corporation or natural person operating in a professional capacity and offering its customers access to Alma services, acting in its capacity as an independent Data Controller.
Acting in its capacity as an independent Data Controller;
Hereinafter referred to as the “Merchant”.
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 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 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 End User is collected and processed on the Merchant’s Website when they select Alma’s payment solution:
Their identity/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 End User is informed of by the Merchant in its privacy policy.)
The following personal data on End User is collected and processed on the platform used for Alma’s solution:
Connection data (IP address);
Economic and financial data (Payment card tokenization data for P10X: aggregated bank account data).
The primary purpose of Alma’s processing is to grant financing to End User for the purchase of products sold by the Merchant. Within the context of this overall purpose, several additional purposes are involved:
Credit scoring, evaluating the eligibility of the End User;
Collecting the debt owed by the End User;
Preventing fraud;
Preventing money laundering and terrorist financing.
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 End User 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 End User. 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 End User to Alma during their visit to Alma’s website.
For lending, the Processing lasts for as long as the loan agreement between Alma and the End User 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 End User 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 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. If any change is made in this regard, the other Party must be informed.
Each Data Controller agrees to ensure that its subprocessors 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, Alma covenants to assist the Merchant, where appropriate, 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 email address:
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.
On behalf of Alma:
Rachelle Abi Lahoud, Head of Legal and DPO: dpo@almapay.com