RECITALS
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 enables you to integrate Alma’s Payment System, 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 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 Sein (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.
By registering on , the Merchant fully and unconditionally accepts the stipulations of the TOS.
“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 Website” means the website .
“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 Healthcare services and products from the Merchant.
“Capture” means the actual debiting of the Initial Installment from the Buyer’s payment means, upon request from the Merchant, in the context of a Delayed Payment System.
“Dashboard” means the Alma environment reserved for the Merchant in which the Merchant can view its payment flows and issue refunds.
“Financing” or “Credit” means a credit granted by Alma to the Buyer for the purchase of products or services from the Merchant at a Point of Sale.
“Indirect Integration” means payment made via the Merchant’s payment service provider using virtual credit/debit cards.
“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, 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.
“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.
“Delayed Payment System” means a Payment System provided by Alma upon confirmation by the Merchant and under the condition that the Capture succeeds after this confirmation.
“SaaS Solutions” means the operational features provided through the SaaS application service made available by Alma to the Merchant, as described in greater detail in article 4 of the Master SaaS Agreement.
“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, access its Dashboard, and use the SaaS services made available by Alma.
“Transaction” means any sale of products or services between a Buyer and a Merchant at a Point of Sale using the Payment System.
“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 payment service provider) by Alma.
“Healthcare services and products” means any act made to maintain, restore, or promote Buyer’s physical, mental, emotional well-being performed by trained and licensed professionals who have and respect all approvals, authorizations, licenses or consents necessary for the continuation of their activities.
“Points of Sale” means the Merchant’s website and 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.
Either Party may terminate the TOS at any time, either:
with three (3) months’ notice; or
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.
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, 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 (Appendix 2), available at the following address: .
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 the Merchant’s Dashboard and the withdrawal of the 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: ;
if the Merchant changes its payment service provider, or if the Merchant’s payment service provider 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;
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.
when all approvals, authorizations, licenses or consents necessary for the continuation of the merchant’s activities have been suspended and/or revoked and the said approvals, licenses, approvals or consents are no longer in effect in accordance with the regulations applicable to its activity;
the merchant is a party to a dispute or proceeding that may affect his ability to fully perform his obligations under the contract;
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.
In some cases, and in particular when a suspension of the Services is to occur, Alma may choose not to fully disable the Merchant’s access to its Dashboard so that some features remain available to it, such as issuing refunds for Transactions or exporting various data (financial reports, etc.).
The Merchant will remain liable for all commissions owed to Alma for the entirety of the Transactions completed, even after access to the 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 and/or Dashboard in a secure manner.
To implement the Payment System, the Merchant may, at its discretion, integrate the Services (on the Merchant’s Website or in its physical Points of Sale) or configure one of the models available and compatible with its environment by following the documentation available at the following address: https://almapay.com/documentation.
The Merchant covenants to integrate the technical components furnished by Alma.
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 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 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 the proper performance of the Agreement;
All approvals, authorisations, licences or consents necessary for the continuation of its activities have been validly obtained and such authorisations, licences, approvals or consents remain in force pursuant the applicable laws and regulations;
It is not a party to any dispute or proceeding that may affect its ability to fully fulfill its obligations under this contract;
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 create and maintain a Dashboard on the Alma Website;
– The Merchant must furnish a copy of the documents mentioned on the Alma Website at the time of creation of the Dashboard, 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 an authority, 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;
inform ALMA of any dispute or proceeding that may affect its ability to fully fulfill its obligations under this contract;
inform ALMA of any revocations and/or suspensions of any approvals, authorizations, licenses or consents necessary for the continuation of its validly obtained activities;
use the Services in accordance with the provisions of the TOS and all applicable laws and regulations;
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. The Merchant undertakes that this display shall be neutral and for informative purposes only, and void of all endorsement or promotional aspects from the merchant himself;
refrain from using any digital or physical promotional material not supplied by Alma;
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;
always ensure the Payment System is available to Buyers upon request from the Buyer;
advertise the availability of the Payment System in the distribution channels where it is available (product pages, in-store advertising, etc.). The Merchant undertakes that the way he advertises the availability of the Payment System shall be neutral and does not imply any endorsement or recommendation from the Merchant.
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 Know Your Customer obligations;
make the Payment System available to all of its Buyers without distinction when requested, 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
to undertake that the Healthcare services and products respect and are in compliance with all applicable professional and ethical obligations;
to acknowledge that he is fully responsible for the Healthcare services and products he provides to the Buyers as well as the legal and regulatory obligations arising from them. In this regard, the Merchant shall be solely and personally liable to any third party for the consequences of its breach of these obligations and shall indemnify ALMA against all pecuniary consequences resulting from a claim by a third party against ALMA in the event of the Merchant’s breach of its obligations.
to cooperate with Alma's periodic monitoring and documentation requirements regarding interactions between healthcare providers and end users (Buyers), and provide necessary access and information to ensure compliance with applicable regulatory qualifications of such activities.
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 Alma any amounts received within the regulatory time limit;
not directly issue a refund to the Buyer. To this end, the Merchant authorizes Alma to set off such amounts from the amounts owed to the Merchant for ongoing Transactions, subject to the provisions of article 8.2.
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 provision of the Healthcare services and products covered by the Transaction 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 provision of the Healthcare services and products and the Merchant is unable to furnish proof as stipulated above, the Merchant shall reimburse to Alma all amounts received for the Transaction.
Whenever Healthcare services and products are provided to a Buyer, the Merchant must, at Alma’s request, provide Alma with the tracking number issued by the carrier responsible for delivery. The parties acknowledge that the documents shall be authorized by all laws and regulations to be disclosed.
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.
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 the contractual terms applicable to the Financing granted by Alma
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 the article of the TOS on the liability of the Parties;
avail itself of every human, material, logistical, and technical resource required to provide the Services;
provide the Merchant with all credentials needed to access its Dashboard in accordance with the terms of the Agreement;
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;
to refrain from requiring, requesting, or incentivizing the Merchant to promote Alma's payment solution, and shall not interfere with the Merchant's autonomous decision-making regarding patient communication and care protocols.
The Merchant undertakes that his role is strictly confined to neutral referral and does not include any element of product promotion, advice or facilitation regarding the services provided by ALMA. In this regard, the merchant acknowledges that he does not have any mandate from ALMA, nor any power of representation and cannot behave towards the Buyers in a manner that could suggest the existence of such a link.
The Merchant acknowledges that if the activities performed by the healthcare provider go beyond mere referral (i.e., exceed a neutral and general indication of the service) and instead amount to actual promotion or facilitation of financial services, the Merchant could be deemed to be acting as a financial agent without proper authorisation.
The Merchant shall be personally liable to any third party for the consequences of its breach of these obligations and shall indemnify ALMA against all pecuniary consequences resulting from a claim by a third party against ALMA in the event of the Merchant’s breach of its obligations.
The Payment System may be made available by the Merchant for all purchases between fifty (50) euros and two thousand (2,000) euros. No Transactions above or below these amounts may be completed using Alma’s Payment System.
Unless Alma expressly agrees otherwise in writing, the Merchant covenants to systematically make these different Payment Systems available to its customers whenever the amount of a sale is within the amounts stipulated above.
In any event, Alma alone is entitled to approve or deny an application for Financing. Alma’s decision to grant or deny Financing is made at its sole discretion, due to the fact that Alma exclusively bears the risk of payment default by the Buyer and has access to confidential data used to evaluate the financing applications submitted to it. Accordingly, the Merchant accepts that it has no authority to determine whether Financing is granted or denied, and that it is not entitled to challenge any such decisions made by Alma.
The Merchant may:
bear the full cost of Alma’s commissions for the Services;
or, let Alma charge fees to the Buyer for the Financing granted, within the boundaries of the applicable usury rates. The amount payable by the Merchant for the Services is then the difference between Alma’s commission and (i) the upfront fees actually paid by the Buyer, in case of such fees; and, in the case of Credits granted to the customers for which an interest rate is applied, (ii) the upfront fees equivalent to this interest rate, corresponding to the amount of upfront fees that would lead, for a similar Financing without any interest rate applied, to a loan with the same Average Percentage Rate (APR). In case of cancellation of the order and in case of a partial or total refund of the order in the meaning of article 8.2, the fees refunded to the Buyer shall be paid to Alma by the Merchant, or, in case of a Financing with an applied interest rate, the interests generated by the amounts loaned until the date of the refund shall be paid to Alma by the Merchant.
If a Transaction is canceled or terminated (with retroactive effect of otherwise) or if a refund must be issued to the Buyer, the Merchant covenants to use its Dashboard to inform Alma, who will rectify the corresponding accounting entries for the affected accounts. The Merchant, accordingly, covenants to never refund all or part of the amount of a Transaction directly to the Buyer in any other manner, unless Alma instructs the Merchant to do so. For instance, if the services provided for in the contract between the Buyer and the Merchant are not performed within the legally or contractually mandated time frames (non-performance of Healthcare services and products), the Merchant may, solely at Alma’s request and as an exception to the principle stated in the foregoing paragraph, directly issue a refund to the Buyer. The Merchant will still owe Alma the commissions associated with any such Transactions.
ALMA may request that the Merchant reimburses:
the fees that might be refunded to the Buyer;
and, in case of Credits bearing interests, the interests generated by the amounts loaned until the date of the refund.
For online sales, Alma may also request that the Merchant suspends or cancels a Transaction within no more than twenty-four (24) hours of its validation if further analysis conducted by Alma reveals a significant risk of fraud.
Alma will notify the Merchant using any means of communication to enable the Merchant to suspend or cancel the delivery of the product or the performance of the service associated with the Transaction.
If the Merchant has already shipped the product or provided the service associated with the Transaction, the Transaction will remain in place, but Alma will only bear the risk of payment default for the Transaction if the Merchant is able to show that the product was shipped or the service was provided no later than one hour after notice of cancellation or suspension was provided.
Alma may, for a period not exceeding twelve (12) months, refund one or more Transactions if they are disputed or suspected of noncompliance with the Agreement, particularly if the dispute originates from fraud in which the Merchant directly or indirectly participated or if the services provided for in the contract between the Buyer and the Merchant are not performed within the legally or contractually mandated time frames (Healthcare services and products). Alma may then compel the Merchant to pay the amounts required for the cancellation or refund of the Transaction. Any fees incurred in this case will be borne by the Merchant, and the commission received by Alma for the Transaction will not be reimbursed to the Merchant.
In case of a Delayed Payment System, the Transaction is considered validated if the Capture occurs within a ninety (90) days period following the Buyer’s request for a Financing. If no Capture occurred before the end of this ninety (90) days period, including in the cases where the order might have been confirmed by the Merchant but where the debiting of the Buyer’s payment means failed, the Transaction is considered as cancelled. It may also be cancelled by the Buyer or by the Merchant before the end of this period.
For each Transaction completed, the Merchant expressly authorizes Alma to automatically deduct the amount of its commission for the Services provided.
The total amount of the commission (excluding tax) to be paid can be viewed in the Dashboard; the applicable amounts are stated, for information purposes only, at the following URL: Our Fees | Alma (almapay.com) .
The Merchant acknowledges and accepts that the amount of Alma’s commission will be revised after verifications have been performed by Alma regarding the Merchant’s business activities.
Alma may apply a different commission rate, as specified in the Dashboard, depending on the type of card used by the Buyer; the applicable amounts are stated, for information purposes only, at the following URL: Our Fees | Alma (almapay.com).
If Alma subsequently decides to increase its commission, the Merchant will have one (1) month to terminate its access to the Services. Conversely, if the Merchant continues to use the Services after having been apprised of the increase in Alma’s commission, the Merchant will be deemed to have accepted the increase. Alma covenants to apply the increase one month after notifying the Merchant thereof.
The Merchant accepts that, in the absence of Indirect Integration, the amount transferred onto the Merchant’s bank account by Alma will correspond to the amount of the Transactions minus:
the amount of the commissions owed to Alma; and
any refunds, partial or otherwise, issued by the Merchant to Buyers; and
any amounts required to institute the financial reserves provided for below.
The amount transferred to the Merchant’s bank account shall be broken down as follows:
the Initial Installment credited in full in a single payment on the Merchant’s Payment Account, less the commissions owed to Alma deducted prior to transfer; (in the absence of Indirect Integration);
and the remaining balance of the Financing granted after seven (7) days by Alma to the Consumer and its Payment Account, corresponding to the difference between the amount of the Transaction and the amount of the Initial Installment transferred from the Consumers Payment Account to the Merchant Payment Account.
Using the Dashboard, the Merchant may view the total balance of the Transactions completed via its Transaction Overview Account, less the amount of any commissions for the Transactions. Unless otherwise stipulated, these amounts will be transferred onto the Merchant’s bank account within seven (7) days of the date of the confirmation of the Transaction by Alma or, in case of a Delayed Payment System, of the date of the Capture, if the balance of the Payment account allows it.
In the case of Indirect Integration, Alma will issue a monthly invoice for commissions owed by the Merchant for orders placed between the first day and the last day of the preceding month. The Merchant covenants to pay the invoice within thirty (30) days of the date of the invoice.
Notwithstanding the provisions of this article, Alma may suspend payment of the amount of the Transactions in the event of non-payment by the Merchant of any amounts owed whatsoever, up to and including the amount of such non-payment, as well as in the event of a sudden and significant increase in complaints and cancellations from customers that is indicative of the Merchant’s failure to comply with its obligations toward its customers (e.g. failure to deliver products on time, nonconformity of Healthcare services and products sold, etc.).
If the decision to terminate the Agreement has been made before one or more payments is due, Alma will continue to process such payments, thus delaying the closure of the Dashboard and prolonging the validity of the Agreement by the time needed to handle them. However, even in this case, the Merchant will no longer have access to the Services.
8.5.1 General principles of financial reserves
In the event of a significant change in the level of risk related to the Merchant’s activity, ALMA reserves the right to establish and maintain a guarantee reserve for its own benefit, provided it has informed the Merchant five (5) working days prior to its implementation.
The Parties acknowledge and accept that the purpose of setting up the guarantee reserve is to:
Cover ALMA’s financial risk following a breach by the Merchant of its contractual obligations;
Comply with the legal and regulatory obligations of ALMA by reimbursing the Buyers who have justified in particular a failure to deliver the goods or a failure to provide the service covered by the Transaction;
Comply with ALMA’s legal and regulatory obligations by reimbursing the Buyers who have legally exercised their right of withdrawal where applicable;
Pay the Merchant’s commissions due to ALMA for the provision of the Services.
The financial reserve may take the form of a fixed amount in euros held by ALMA during the term of the Contract (hereinafter referred to as “Fixed Reserve”) and/or a variable amount retained by ALMA on each Transaction for a defined number of days (hereinafter the “Rolling Reserve”).
The fixed reserve
For the purposes of constituting the Fixed Reserve, ALMA may claim from the Merchant that a transfer has been made for its benefit or waive its obligation to pay funds to the Merchant by retaining the amount of the Transactions made until the total amount retained by ALMA reaches the fixed amount decided by ALMA.
The rolling reserve
The rolling reserve will be constituted by ALMA temporarily retaining a percentage of the amount of each Transaction carried out for a certain number of days before being transferred to the Merchant.
8.5.2. Criteria and procedures for the execution of financial reserves
The Merchant will be informed of the details concerning the amounts for the Fixed Reserve, and the percentage and number of days for the Sliding Reserve, at the time of the communication made to him, prior to its implementation.
The Rolling Reserve and the Fixed Reserve may be activated by ALMA in the event of the Merchant's failure to meet its contractual obligations, but also when the level of risk in the Merchant's business is significant, in accordance with ALMA's policies.
Thus, a default refers to one of the following events, subject only to ALMA sending the Merchant notification by any means that the corresponding default(s) has/have occurred:
A high refund rate according to Alma’s risk policy ;
A high chargeback according to Alma’s risk policy (disputed payments by Buyers);
A high order suspension rate according to Alma’s risk policy;
A high rate of complaints according to Alma’s risk policy ;
A sudden and unexplained increase in payments made with ALMA leading to a high Transaction volume according to Alma’s risk policy.
If the Merchant is incorporated as a limited liability company within the meaning of Book III of Title II of the French Commercial Code, and the total amount of the Merchant's equity falls below half the amount of its share capital (within the meaning of article L223-42 of the French Commercial Code). In addition, the Parties specify that the aforementioned provision also applies to all forms of company within the meaning of the applicable legislation;
The Merchant, or his guarantor as the case may be, is unable to pay the amounts due to ALMA on any grounds whatsoever and is the subject of an alert procedure by the statutory auditors in accordance with article L234-1 of the French Commercial Code or of a procedure referred to in Book VI of the French Commercial Code (the Merchant, or his guarantor as the case may be, takes a decision to this effect);
A person or group of persons acting in concert (within the meaning of article L233-10 of the French Commercial Code) obtains control of the Merchant (within the meaning of article L233-3 of the French Commercial Code);
The Merchant is subject to any other insolvency proceedings under Book VI of the French Commercial Code;
Any event, circumstance or series of events or circumstances having a material adverse effect on the Merchant's business, operations, assets, revenues or results;
Use of ALMA Services for less than six (6) months;
Delivery times for Healthcare services and products in excess the reasonably usual time for the type of service after completion of the Transaction;
Downgrading by a rating agency.
The Merchant shall have five (5) working days from the date of notification to contest the setting up of this warranty reserve. After this period, the implementation of the warranty reserve will be deemed accepted by the Merchant. The parties undertake to enter into discussions in good faith in order to reach an agreement deemed to be in their mutual best interests. In the event of persistent disagreement between the parties as to the implementation of the present reserve, the parties may terminate the present contract.
In the event of termination of the Agreement, any amounts held by Alma as a Fixed Reserve and/or Rolling Reserve will be fully returned to the Merchant within ninety (90) days of the effective date of termination of the Agreement, provided that the Merchant has no overdue commissions and has furnished proof of delivery for all Transactions whose Financing has not been fully reimbursed by the Buyer as of the effective date of termination.
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 (PEP lists, sanctions lists, etc.).
To enable the proper performance of the Agreement, Alma will provide the Merchant with access to a Dashboard.
The Dashboard allows the Merchant to view payment flows via an API.
Two types of flows are credited in the Merchant’s environment:
The first flows correspond to Payment Services made available by Alma on behalf of the Merchant, i.e. receipt of the Initial Installment or payment in full and refunds issued by the Merchant to its Buyers;
The second flows are for the loans granted by Alma to the Buyer for the benefit of the Merchant in the context of the Financing solutions, as defined in the Agreement. These flows correspond to the amount lent to the Buyer and made available to the Merchant.
Two technological environments are made available to the Merchant: a test environment, used prior to production, and a production environment.
The Merchant covenants to ensure that only authorized individuals are given access to the Dashboard by using the access procedures put in place by Alma. Each authorized individual must have his/her own username and password. Each individual is responsible for how his/her username and password are used. The Merchant is responsible for managing authorization to access the Dashboard. If login credentials are lost or stolen, the Merchant must immediately contact Alma’s IT department.
The Merchant must not, through its negligence, violate is obligation to secure its internet access.
The payment page of Alma’s payment service provider is PCI-DSS certified.
Access to the Dashboard is secured by authentication rules. To access the Dashboard, the Merchant must complete a two-factor authentication procedure.
This dual authentication procedure will be required the first time the Merchant connects to the Dashboard, and then every 90 days thereafter, each time a new device connects to the Dashboard.
To enable the proper performance of the Agreement, Alma offers the Merchant access to SaaS Solutions that may include, depending on the Merchant’s choices:
a technical payment kit accessible via the Merchant Websites;
the right (via a unique key) to access an API (Application Programming Interface) developed by Alma to enable payment facilities to be made available to Buyers;
a module allowing the Merchant’s Transaction Overview Account to be viewed and credited, as needed.
The secure “payment card tokenization” solution enables Alma to:
offer Buyers the possibility to execute payments via Alma’s payment service provider on behalf of the Merchant, provided that each Buyer expressly accepts this and that the Buyer’s card is still valid;
execute regular payments for Alma and issue refunds, subject to receipt of consent from the Buyer.
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. In this regard, he has subscribed all the insurance policies normally and reasonably required in his profession for loss and liability risks for an amount and a scope of coverage consistent with generally accepted practices in his field of activity, and none of the insurance policies thus subscribed has been terminated by the insurance for non-payment of the associated premium or any other breach.
The Merchant expressly commits to provide, at first demand, the certificate of insurance above mentioned.
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 performance or non performance of Healthcare services or products sold.
In this regard, any disciplinary liability arising from the breach of professional or ethical duties lies exclusively with the Merchant, who remains personally responsible towards the competent Medical Board under the applicable professional rules.
Accordingly, if the Merchant fails to perform a Healthcare services or products provided in a Transaction, the Merchant shall reimburse Alma any amounts paid to the Merchant in connection with the Transaction.
Should such a dispute arise, the Merchant shall indemnify and hold harmless Alma 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, the Merchant will assume the cost of all legal fees, adverse judgments, settlements, and fines incurred by Alma.
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. The merchant acknowledges that ALMA is not responsible for any actions or consequences regarding the Healthcare services or products provided to the Buyers ;
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;
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 SaaS 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: . 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.
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.
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.