Allopass general terms and conditions

FOREWORD

  • Allopass SAS engages in a regulated activity subject to the authorization and control of the “Autorité de Contrôle Prudentiel (ACP)” of the “Banque de France” (French Central Bank). By virtue thereof, Allopass holds an authorization from the “Autorité de Contrôle Prudentiel” (ACP) as a “Payment institution” (CIB 16458) under which Allopass is authorized to offer payment services via its payment platform.
    Allopass SAS (RCS PARIS 390 334 225, registered headquarters 15-17 rue Vivienne 75002 Paris) (henceforth “Allopass”) operates a payment platform designed to manage collection of payments made by Internet users (“Visitors”) on behalf of webmasters (“Merchants”).
  • The merchant has full legal capacity to enter into commitments under these General Terms and Conditions.
    The Merchant subscribes to Allopass services as part of an e-commerce activity and not as a consumer. For this reason the parties waive application of the provisions of the French Monetary and Financial Code (Code Monétaire et Financier) applicable to private individuals acting for non-professional ends, and also the provisions of the French Consumer Code (Code de la Consommation).
    The Merchant, if a physical person, is 18 years of age or over.

    Access to the main features of the Allopass payment platform requires the use of an API (or payment script). The Merchant installs the script following the instructions given on the Allopass website and/or by contacting the Allopass helpline.
  • In subscribing to the payment services proposed by Allopass, the Merchant mandates and instructs Allopass to manage the collection of payments made by Visitors for the purchase of content, virtual goods and/or services on the Merchant’s website. In so doing, the Merchant is aware of all the information necessary to contract on an informed basis and declares that the service provided by Allopass meets his needs and requirements. In connecting his website to and using the Allopass payment platform, the Merchant agrees unconditionally to these general terms and conditions and, where appropriate, to all documentation relating to the Allopass payment platform, which together constitute the entirety of the agreement entered into between the parties.

ARTICLE 1: OBJECT

The object of this agreement is to set out the contractual relations applying between the Merchant and Allopass. It sets out the roles and obligations of each party at the different stages of using the payment platform and sets the financial terms for use of the Allopass payment platform.

ARTICLE 2: OPERATION OF THE ALLOPASS PAYMENT PLATFORM

  • 2.1. The Merchant mandates and instructs Allopass to manage collection of payments made by Visitors for the purchase of contents, virtual goods and/or services on the Merchant’s website. Allopass is therefore responsible for receiving funds from Visitors and making outpayments to the Merchant after deducting the expenses and commissions payable to Allopass and to the various operators and payment service providers under the terms set out below.

  • 2.2. The payment platform proposed by Allopass handles payments made using the following payment instruments:
    • Audiotel (IVR) payment: the Visitor makes payment by calling a premium-rate telephone number;

    • Premium-rate SMS payment: the Visitor makes payment by sending an SMS to a premium-rate short number;

    • Internet+ payment: the Visitor makes payment directly to his Internet Service Provider (ISP) on the subscription and billing conditions established by his ISP (“ISP debit”);

    • MPME (Micro Payment Mobile Enablers) payment: the Visitor makes payment direct to his mobile phone operator on the subscription and billing conditions established by his mobile operator ("operator debit").

    • Bank debit/credit card payment: the Visitor makes payment using a bank debit/credit card;

    • Payment by prepaid cards or electronic wallet: the Visitor makes payment by debiting a prepaid card or electronic wallet accepted by Allopass ("prepaid card debit").

  • 2.3. The Merchant may employ Allopass to manage collection of payments made by one or more of the payment instruments listed at 2.2.

  • 2.4. Payment made by means of the payment instruments listed in article 2.2:
    • For each payment made by a Visitor, the Allopass platform issues the Visitor with a transaction identification code (“the Code”) which the Visitor shall enter on the Merchant’s website page containing the script or the Allopass API payment request, in order to finalize the transaction and obtain the content, virtual good and/or service marketed by the Merchant.

    • The Allopass payment platform checks the validity of the Code entered.
      If the payment platform confirms the Code entered, the Visitor is redirected to the Merchant’s website page enabling him to access the content, virtual good and/or service marketed by the Merchant.
      If the Code entered is invalid, the Visitor is informed by means of an error message generated by the payment platform.

    • A transaction generates:
      - the issue of a single Code by the payment platform
      - a single outpayment to the Merchant.

    • If payment is made by MPME and/or Internet+, the Code is entered directly on Merchant’s website page with no action required from the Visitor. For this payment category, the Visitor is not issued with a Code.

    • If payment corresponding to a subscription is made, the Code is directly entered on Merchant’s website page with no action required from the Visitor. For this payment category, the Visitor is not issued with a Code.

ARTICLE 3: PAYMENT METHODS SUPPORTED BY THE ALLOPASS PAYMENT PLATFORM

  • 3.1 One time payment:
    • 3.1.1 The payment platform enables the Merchant to obtain collection of “One time payment” transactions, i.e. for the purchase of content, virtual good and/or services payable in a one-off transaction. Each item of the Merchant’s content, virtual good and/or service is billed as defined by the Merchant.

    • 3.1.2. This payment method is available for all the payment instruments listed in article 2.2.

    • 3.1.3. Depending on the nature of the content, virtual goods and/or services proposed, the Merchant may determine whether the payment made allows the Visitor:
      - one-off or multiple access to the content, virtual goods and/or services sold
      - access for a predetermined length of time to the content, virtual goods and/or services sold
      Note: “One time payment” by MPME and/or Internet+ do not allow multiple access to content, virtual goods and/or services.

    • 3.1.4. The parameters of “One time payments” defined by the Merchant in accordance with article 3.1.2. will be associated with a Code issue and recognition system. Assuming that the Merchant has provided for the Visitor to be able to access the content, virtual good and/or service on more than one occasion, the Visitor simply needs to re-enter the Code every time he wishes to consult the content, virtual good and/or services marketed by the Merchant. As soon as the number of consultations authorized by the Merchant is reached, the Code’s authorization will be revoked. Only the first entry of the code generates an outpayment, since other entries do not constitute new transactions.

    • 3.1.5 The sums relating to the valid “One time payment” purchase transactions made by Visitors are credited to the Merchant’s private interface (“Allopass Account”) (after deducting the expenses and commissions payable to Allopass and to the various payment operators and service providers under the terms set out below).

  • 3.2 Pay-per-minute:
    • 3.2.1 The payment platform enables the Merchant to obtain collection of pay-per-minute transactions.

    • 3.2.2. This payment method is available only for Audiotel (IVR) payments (see article 2.2.i), the only payments to enable premium-rate pricing per minute. The cost of communication with the premium-rate telephone server corresponds to the pricing schedule selected by the Merchant for billing his content, virtual good and/or service (see article 12: Pricing Schedule).

    • 3.2.3 Pay-per-minute billing is available for real-time access to the Merchant’s website (“Immediate Access”) or for deferred consultation (“Deferred Access”) of the content, virtual goods and/or services proposed by the Merchant. Details of these payment methods are given below.

    • 3.2.4. Due to the synchronization necessary between the Allopass platform and the Merchant’s website, the total effective time spent consulting the content, virtual goods and/or services marketed by the Merchant may differ slightly from the call time to the premium-rate telephone service.

    • 3.2.5. The sums relating to the valid pay-per-minute purchase transactions made by Visitors are recorded on the Merchant’s private interface (“Allopass Account”) (after deducting the expenses and commissions payable to Allopass and to the various payment operators and service providers under the terms set out below), as soon as the Visitor disconnects from the premium-rate telephone server, whether the access purchased is immediate or deferred.

    • 3.2.6. In accordance with current telecommunications regulations, Visitor calls not exceeding the time taken for the message informing callers of the premium-rate status of the number called will not give rise to any collection of sums on behalf of the Merchant.

    • 3.2.7. Pay-per-minute with “Immediate Access”:
      • The Visitor is issued with a transaction identification code and is invited to call a premium-rate telephone number to validate and activate the Code. The Visitor is then redirected to the first page of the content, virtual goods and/or services marketed by the Merchant;

      • The Visitor must remain simultaneously connected to the premium-rate number for the entire duration of the consultation/use of the Merchant’s content, virtual goods and/or services;

      • As soon as the Visitor disconnects from the premium-rate telephone service, the Allopass platform revokes the authorization to access the Merchant’s content, virtual goods and/or services. The Visitor is automatically redirected to an exit page on the Merchant’s website.

    • 3.2.8. Pay-per-minute with “Deferred Access”:
      • The Visitor is issued with a transaction identification code and is invited to call a premium-rate telephone number to validate and activate the Code.

      • The Code issue and recognition system associates the Code with a time credit equal to the length of the Visitor’s communication with the premium-rate telephone service.

      • The time credit purchased by the Visitor for consultation/use of the Merchant’s content, virtual goods and/or services can then be used within 60 days from the date of the purchase generating issue of the Code. The Visitor may use the time credit in one or more visits.

      • At each consultation of the Merchant’s content, virtual goods and/or services, the Visitor must re-enter the Code so that the Allopass platform can check its validity. The platform checks that the 60-day limit has not expired and that the consultation time credit has not been exhausted.

      • As soon as the Code is no longer valid, the Allopass platform revokes the authorization to access the Merchant’s content, virtual goods and/or services. The Visitor is automatically redirected to an exit page on the Merchant’s website.

      • In accordance with article 3.2.4, the time credit purchase constitutes the sole transaction generating an outpayment to the Merchant. This transaction is credited to the Merchant at the end of the premium-rate telephone call used to purchase the time credit. Subsequent use of the Code to access the Merchant’s content, virtual goods and/or services constitutes only a technical service ancillary to payment and does not entitle the Merchant to collect any further sums.

  • 3.3. “Subscriber Pass” subscription payment:
    • 3.3.1. The payment platform enables the Merchant to obtain collection of subscriptions (“Subscriber Pass”) to the Merchant’s content, virtual goods and/or services.

    • 3.3.2. This payment method is available for all the payment instruments listed in article 2.2. with the exception of Audiotel (IVR) payment (see article 2.2. i) and premium-rate SMS payment (see article 2.2. ii).

    • 3.3.3. The Merchant determines the price, period of validity and purchase methods of the Subscriber Pass (the Merchant may restrict the Visitor’s possibilities for purchasing a Subscriber Pass to one of the payment instruments listed in article 2.2, as limited by the prohibitions provided for in article 3.3.2) up to a maximum ceiling of: 50 € per month.

    • 3.3.4. The characteristics of the Subscriber Pass will be associated with the Code issue and recognition system.

    • 3.3.5. At each consultation of the Merchant’s content, virtual goods and/or services, the Visitor must re-enter the Code so that the Allopass platform can check its validity. The platform checks that the Subscriber Pass is still valid:
      - If the Subscriber Pass is valid, the Visitor is redirected to the content or the service on the Merchant’s website.
      - If the Subscriber Pass has expired, the Visitor is informed and automatically redirected to an exit page on the Merchant’s website.

    • 3.3.6. The Merchant may bill:
      - part of the content, virtual goods and/or services by Subscriber Pass and
      - certain designated content, virtual goods and/or services on a “One time payment” basis (See article 3.1).

    • 3.3.7. In accordance with article 3.3.4, the purchase of the Subscriber Pass constitutes the sole transaction generating an outpayment to the Merchant. This transaction is credited to the Merchant on purchase of the Subscriber Pass and issue of the Code. Subsequent use of the Code to access the Merchant’s content, virtual goods and/or services constitutes only a technical service ancillary to payment and does not entitle the Merchant to collect any further sums.

    • 3.3.8. The sums relating to the Subscriber Pass purchase transactions made by Visitors are credited to the Merchant’s private interface (“Allopass Account”) (after deducting the expenses and commissions payable to Allopass and to the various payment operators and service providers under the terms set out below).

  • 3.4. Payment for access to the Merchant’s website: “Access Ticket”:
    • 3.4.1. The payment platform enables the Merchant to bill one-off access to the entire website (“Access Ticket”)

    • 3.4.2. This payment method is available for all the payment instruments listed in article 2.2. with the exception of Audiotel (IVR) payment (see article 2.2. i) and premium-rate SMS payment (see article 2.2. ii).

    • 3.4.3. The Merchant determines the price of the Access Ticket and the purchase method (the Merchant may restrict the Visitor’s possibilities for purchasing an Access Ticket to one or more of the payment instruments listed in article 2.2, as limited by the prohibitions provided for in article 3.4.2) up to a maximum ceiling of: 50 €.

    • 3.4.4. The Access Ticket is for one-off use only.

    • 3.4.5. The characteristics of the Access Ticket will be associated with the Code issue and recognition system.

    • 3.4.6. When the Visitor enters the Code the Allopass platform checks the validity of the Access Ticket:
      - If the Access Ticket is valid, the Visitor is redirected to the content or the service on the Merchant’s website.
      - If the Access Ticket has expired, the Visitor is informed and automatically redirected to an exit page on the Merchant’s website.

    • 3.4.7. The sums relating to the Access Ticket purchase transactions made by Visitors are credited to the Merchant’s private interface (“Allopass Account”) (after deducting the expenses and commissions payable to Allopass and to the various payment operators and service providers under the terms set out below).

ARTICLE 4: PROCEDURE FOR CONNECTION TO THE ALLOPASS PLATFORM

Except with the express authorization of Allopass in writing, a Merchant may not make several connections to the Allopass payment platform.

  • 4.1. Registration application:
    • 4.1.1 Allopass registration form:
      The Merchant completes the registration form on the Allopass website (http://www.allopass.com/merchant/login), providing the following information:

      a) If the Merchant is an individual:

      • Last name;
      • First name;
      • Date of birth;
      • Place of birth;
      • Home address;
      • Telephone number;
      • Valid e-mail address;
      • Official ID document number (ID card, passport) and expiry date;
      • Income bracket;
      • Professional activity;
      • References of the bank holding the Merchant’s account (e.g. IBAN);
      • URL address of the Merchant’s website(s);
      • Description of the Merchant’s activity (website content);
      • Name of the provider hosting the website or service;
      • Address of the provider hosting the website or service.

      b) If the Merchant is a legal entity (e.g. incorporated as a company):

      • Last name of the legal entity’s representative;
      • First name of the legal entity’s representative;
      • Date of birth of the legal entity’s representative;
      • Place of birth of the legal entity’s representative;
      • Official ID document number (ID card, passport) of the legal entity’s representative and expiry date;
      • Name of the legal entity;
      • Address of the legal entity’s headquarters;
      • Description of the Merchant’s activity (website content);
      • Registration number (e.g. SIREN);
      • Intra-community VAT number for European Union companies or tax identification number for countries located outside the European Union;
      • Telephone number;
      • Valid e-mail address;
      • References of the bank holding the applicant’s account (e.g. IBAN);
      • URL address of the Merchant’s website(s);
      • Description of the Merchant’s activity (nature of services, destination of funds, economic justification);
      • Name of the provider hosting the website or service;
      • Address of the provider hosting the website or service.

      Note: If the Merchant is a self-employed entrepreneur under the meaning of the French Act of 4 August 2008, he should register as a legal entity.

    • 4.1.2. The Merchant asserts that he is the effective beneficiary of the agreement. Failing which, he is invited to provide all the information requested in this agreement concerning the effective beneficiary of the agreement on whose behalf he is acting, and to furnish all corresponding supporting documents and proxies.

    • 4.1.3. When the Merchant is not domiciled in France or on French territory, he is invited to state whether he (or the beneficiary on whose behalf he is acting) is a Politically Exposed Person under the meaning of article L.561-10 2° of the French Monetary and Financial Code (Code Monétaire et Financier). Politically Exposed Persons are required to furnish the following supplementary information:
      - Proofs of their function as Politically Exposed Person;
      - Information on the provenance of funds likely to transit via ALLOPASS under the terms of this agreement.

      Note: Approval of the registration of a Merchant who is also a Politically Exposed Person is subject to the decision of the executive body of Allopass.

    • 4.1.4. The Merchant enters a login and a password to access his Allopass Account.

    • 4.1.5. The Merchant enters into this agreement unconditionally.
      The Merchant consents online to these General Terms and Conditions, and to all the documentation applicable to the Allopass payment platform. A Merchant who is also a legal entity is further required to return two signed copies of this agreement to Allopass.

    • 4.1.6. The Merchant also submits copies of supporting documents.
      The Merchant must furnish Allopass with the following documents within fifteen (15) days:

      • Copy of the official ID card bearing a photograph,

      • Current proof of residence,

      • Proof of references of the bank holding the applicant’s account (e.g. RIB slip),

      • “K-bis” or, where appropriate, any other company registration document issued by the authorities of the legal entity’s home country,

      • Copy of the legal entity’s articles of association,

      • Where appropriate, any proxies and powers required to execute this agreement.

      Allopass reserves the right to ask the Merchant to furnish supplementary supporting documents.

  • 4.2. Approval of registration by Allopass:
    • 4.2.1. Allopass checks that the Merchant fulfils the conditions necessary for registration (aged 18 or over, for example, or not already an Allopass Account holder), that the application is complete, the information and supporting documents consistent and that the Merchant does not figure on the assets frozen or embargo list.

    • 4.2.2. If the application is complete and consistent, Allopass sends the Merchant an e-mail of confirmation containing instructions to be followed by the Merchant in order to confirm his registration.

    • 4.2.3. If the application is not complete or consistent, or if the Merchant does not fulfill the conditions for registration, the registration is not confirmed and the registration process is suspended for a period of one month to await further information. If information is not regularized within this period, the application is closed.

  • 4.3. Merchant’s Allopass Account:
    • 4.3.1. The Merchant has sole responsibility for access to and use of his Allopass Account and in particular for password confidentiality.

    • 4.3.2. For the duration of this agreement, the Merchant undertakes to modify without delay, via his Allopass Account, the data furnished on registration so that the data remains accurate, up to date and exhaustive. The Merchant also undertakes to furnish all supporting documents that may be required.

    • 4.3.3. Should the information furnished by the Merchant become out of date or be accidentally incomplete, Allopass reserves the right to suspend with immediate effect the provision of services set out in this agreement, with no compensation for the suspension being due to the Merchant and no interest accruing to the Merchant on any sums withheld, until such time as the Merchant regularizes his situation, or to terminate the agreement as provided for in article 19.

  • 4.4 Installation of scripts or API payment request:
    • 4.4.1 Allopass furnishes the Merchant with all the information and technical instructions necessary to install and use the Allopass payment platform.

    • 4.4.2 The Merchant integrates the scripts (or the Allopass API payment request) on his website, following the integration procedure supplied at: http://www.allopass.com/uk/support/documentation.

      Note : The Merchant shall accept to include the Allopass payment terms and conditions in the scripts (or the Allopass API payment request).

    • 4.4.3 The Merchant carries out all upgrades, updates, deletions and reinstallations of scripts (or API payment requests) requested by Allopass. Allopass will use its best efforts to inform Merchants in advance of any Allopass scripts (or Allopass API payment requests).

    • 4.4.4 Should the Merchant encounter any difficulties during any of these operations, he may contact the Allopass Customer Assistance service (see article 13).

  • 4.5. Definition of Merchant URLs and type of payment:
    • 4.5.1 The Merchant uses his Allopass Account to determine the URLs of content, virtual goods and/or services he wishes to distribute on a paid basis on his website, and also the corresponding payment methods he wishes to authorize on his website.

    • 4.5.2 The Merchant may modify any or all of these parameters at any time.

    • 4.5.3 Allopass advises the Merchant to make regular changes to the URL of the content virtual goods and/or services offered for sale, to install the protection scripts provided by Allopass, and to avoid disclosing links giving direct access to his content or services.

ARTICLE 5: TERM

  • 5.1 This agreement comes into effect on the date the Merchant’s registration is approved by Allopass. This approval date will be legally binding upon both parties as the date of execution of this agreement. The Merchant is registered with Allopass and may begin using the Allopass service when the registration procedure set out in article 4 is fully and successfully completed.

  • 5.2 Unless any other herein annexed stipulations: This agreement is entered into for an unlimited term.

  • 5.3. When the agreement comes to an end, Allopass will make an outpayment of all sums remaining due to the Merchant under the conditions set out in article 19.

  • 5.4 In the event of the Merchant’s death, Allopass will make an outpayment of all sums remaining due to the Merchant to any legitimate heirs and assigns of the Merchant who have made themselves known to Allopass or, failing which, to the French State. The agreement will be terminated automatically by the death of the Merchant.

ARTICLE 6: OBLIGATIONS UPON THE MERCHANT

  • 6.1 Obligations as regards online identification:

    In accordance with current legislation, the Merchant undertakes to make available to the public on all websites published by the Merchant all or part of the following information, depending on the situation applicable to the Merchant:

    • The Merchant’s denomination or company name, registered headquarters, telephone number and, in the case of a company subject to registration with a Register of Trades and Companies or Register of Professions, the company registration number, registered capital and address of the registered headquarters;

    • The Merchant’s last name, first name, home address and telephone number;

    • The name of the director or co-director of publication of the Merchant’s website;

    • The name, denomination or company name and address of the host or hosting provider of the Merchant’s website (with whom the Merchant has registered his last name, first name, home address and telephone number, as appropriate)

  • 6.2. Technical obligations:
    • 6.2.1 The Merchant undertakes to ensure that the addresses of his website content or services effectively and validly point to the content or services concerned.

    • 6.2.2 The Merchant undertakes to comply with all the technical indications and instructions provided by Allopass regarding the installation and use of the Allopass payment platform, particularly as regards security. More specifically, the Merchant undertakes not to attempt to alter or modify the operation of the Allopass payment platform.

    • 6.2.3 The Merchant accepts sole expense and sole and full responsibility for the integration of scripts (or of Allopass API payment requests) on his website, and equally for the upgrading, updating, withdrawal, deletion or reinstallation of scripts or Allopass payment requests.

    • 6.2.4 The Merchant undertakes not to display directly on his website the premium numbers used for Allopass payments. Only scripts (or Allopass API payment requests) may contain this information.

    • 6.2.5 The Merchant authorizes Allopass to access the content and services he markets, to enable Allopass to carry out, as required, all checks and tests necessary. Such access does not generate entitlement to an outpayment.

  • 6.3 Obligations as regards the Merchant’s content or services:

    Allopass reminds the Merchant, whether an individual or a legal entity, that his activity constitutes e-commerce under the meaning of article 14 of French Act n°2004-575 of 21 June 2004 in its current version.

    • 6.3.1 The Merchant undertakes not to use the Allopass payment platform for payments for material goods without ALLOPASS written authorization.

    • 6.3.2 The Merchant must regularly check the availability and up to date nature of the content or services he markets.

    • 6.3.3 The Merchant accepts sole editorial responsibility for his website and for the content or services he markets. The Merchant undertakes to comply with the current regulations applicable to his activity and in particular with:

      • Respect for the individual and for human dignity, for personality rights (such as image rights and privacy rights);

      • Intellectual property rights and in particular trademark and patent law, copyright and neighboring rights, the sui generis rights of database producers.

      • The rights of individuals and property.

    • 6.3.4 The Merchant undertakes to abide by the recommended codes of practice applicable to his activity and not to market content or services:

      • contrary to public order, the law or common decency;

      • directly or indirectly insulting, defamatory, racist, xenophobic, homophonic, revisionist or injurious to the honor or reputation of others;

      • directly or indirectly inciting discrimination against or hatred of an individual or group on the grounds of origin, sexual orientation, ethnicity, nationality or religious convictions;

      • threatening an individual or a group;

      • zoophilic or pedophilic in nature, offering or inciting to the use of prostitution or escort services;

      • urological or scatological in nature, trading in or inciting to trade in elements and products of the human body;

      • degrading or injurious to human beings, their dignity or integrity;

      • inciting to commit an offence, crime or act of terrorism or seeking to justify war crimes or crimes against humanity;

      • inciting to suicide;

      • appealing to public generosity or for donations from the public;

      • offering or proposing online gambling services and betting services not authorized under current regulations (including, if required, “Instant Wins” games);

      • enabling third parties directly or indirectly to procure i) software modified or distributed without authorization or license, ii) serial numbers of pirated software, iii) software enabling acts of intrusion into IT, telecommunication and automatic data processing systems, iv) virus and other logic bombs;

      • enabling third parties directly or indirectly to procure illicit substances or products;

      • in violation of the private nature of correspondence;

      • confidential by virtue of a legislative measure or legal deed (in particular, privileged internal information, possession of which would constitute insider trading or breach of professional confidentiality);

      • Considered to be prohibited by competition authorities.

    • 6.3.5 The Merchant undertakes to take all necessary measures to prevent access by minors to any element of an erotic or pornographic nature in the content or services he markets.

    • 6.3.6 The Merchant undertakes not to feature on his website, content or services any hypertext links redirecting directly or indirectly to pages featuring illegal elements.

    • 6.3.7 The Merchant undertakes to comply with all legal and regulatory obligations in force with regard to assistance, quality and warranty of the content or services he markets. Where necessary, the Merchant will ensure replacement of any defective content or service.

    • 6.3.8 The Merchant undertakes to comply with current legislation on personal data protection and to declare to the French Data Protection Agency (CNIL) any files he may constitute from information gathered on Visitors.

    • 6.3.9 The Merchant is under obligation to display on his website the General Terms and Conditions of Sale of the content or services he markets.

    • 6.3.10 Merchant undertakes to comply with carrier ethical rules and principles, in connection with the use of certain payment means. Merchant is responsible for complying with any rules and laws in connection with its activities. For the French territory, specific rules related to SMS and IVR are available there: http://www.afmm.fr/Solutions/SMS-et-MMS/Chartes-et-contrats and there http://www.industrie.gouv.fr/tic/sva.php.

  • 6.4 Other obligations:
    • 6.4.1 The Merchant undertakes to refrain from any statements or actions of a nature to bring the image, name and/or reputation of Allopass into disrepute.

    • 6.4.2 The Merchant undertakes not to infringe the rights held by Allopass to the Allopass payment platform. The Merchant will in particular refrain from any reproduction or adaptation of all or part of the hardware and software elements making up the Allopass payment platform, irrespective of the medium concerned.

    • 6.4.3 The Merchant undertakes to respect the strictest confidentiality regarding all technical or commercial information to which he may become privy through the performance of this agreement.

    • 6.4.5 The Merchant undertakes not to attempt, by any means that could be considered fraudulent, to augment the marketing of his content or services via the Allopass payment platform.

    • 6.4.6 The Merchant will refrain from subletting or trading in the Allopass payment platform. He undertakes not to use the Allopass payment platform on behalf of a third party or a website of which he is not the publisher.

    • 6.4.7 The Merchant undertakes to comply with the rules of security and use of the Allopass payment platform.

    • 6.4.8 The Merchant undertakes to declare to the appropriate authorities all revenue earned from his activity and more specifically as part of the marketing of his website content or services via the Allopass payment platform. The Merchant undertakes to pay all taxes applicable to his activity or required by his status. The Merchant has sole responsibility for this status and for the information he declares when registering with Allopass.

    The Merchant is reminded that his activity may require the creation of an appropriate legal structure in accordance with current legislation in his country of residence and/or operation.

ARTICLE 7: COMMISSION :

  • 7.1. In accordance with article 2.1., the Merchant employs Allopass to manage collection of payments made by Visitors for the purchase of content, virtual goods and/or services on the Merchant’s website.

  • 7.2. Allopass is responsible for making outpayments to the Merchant corresponding to Visitors payments, after deducting Allopass commissions which includes all the expenses deducted by Allopass and by the various operators and payment service providers.

  • 7.3. The Merchant is informed via his Allopass Account of the amount of the Allopass commission and of the sums due to him in respect of the Visitor transactions carried out on his website.

  • 7.4. The sums due to the Merchant after deduction of the commission debited by Allopass are calculated for each transaction (i) according to the payment instrument used by the Visitor (ii) according to the transaction amount, in accordance with the rates and outpayments schedule drawn up by Allopass (see article 12).

ARTICLE 8 : AVAILABILITY OF FUNDS :

  • 8.1 Allopass makes the sums due to the Merchant available on his Allopass Account as from the moment Allopass receives the funds. Allopass make may these funds available in advance, as in the case of transactions made using the Audiotel (IVR) or premium SMS means of payment.

  • 8.2 In order to guarantee the security, protection and allocation of funds to be paid out to Merchants when payments are made by Visitors, Allopass deposits these funds in bank accounts opened specifically for the purpose.

  • 8.3 Sums collected by Allopass on behalf of the Merchant do not attract any contractual or legal interest, whatever the status of the Merchant.

ARTICLE 9: OUTPAYMENTS

  • 9.1. The operation of paying the Merchant the sums due to him, after deduction of the commission debited by Allopass, is called an outpayment.

  • 9.2. Requests for outpayments:
    • 9.2.1. When wishing to obtain the outpayment of all or part of the sums due to him, the Merchant makes a request via his Allopass Account, completing the “outpayment request form”. He is then invited to follow the indications given in his Allopass Account.

    • 9.2.2. At each outpayment request, the Merchant certifies on his honor via his Allopass Account i) that the content or services marketed are legal, compliant with current legislation and correspond to the content or services declared by the Merchant on registration, and ii) that he holds all the requisite rights and authorizations (and in particular the intellectual property rights) entitling him to use the content or services and hence submit a request for outpayment.

    • 9.2.3. Where the Merchant has not submitted a request for outpayment in respect of the sums due to him and has not used the Allopass payment platform for a period of 3 (three) years, Allopass will debit the Merchant the sum of €5 per month in respect of administrative management of the funds unclaimed by the Merchant.

    • 9.2.4 Allopass makes outpayments without charge as from an amount of €50 available for outpayment on the Merchant’s Allopass Account. Should the Merchant request outpayment for a sum of less than €50, the Allopass commission will be increased by the difference between the amount requested by the Merchant and the sum of €50.

    • 9.2.5. On transactions made by bank debit/credit card payment, the Merchant will be paid starting from the first day of Month M+2.

    • 9.2.6. Once the outpayment is made, the Merchant immediately checks all sums paid to him and reports any anomaly. The Merchant undertakes to notify Allopass without delay of any unauthorized payment (or outpayment) operation. Any anomaly not notified within 3 (three) months after it should have been checked by the Merchant will be foreclosed and the Merchant will be unable to claim any outpayment or compensation.

  • 9.3. Amount of outpayments:

    For each of the payment methods concerned by the outpayment (One time payment, pay-per-minute, Subscriber Pass or Access Ticket, as defined in article 3), Allopass has established the outpayments shown in the rates and outpayments schedule referred to in article 12.

  • 9.4. Outpayment methods:
    • 9.4.1. Allopass will use its best efforts to make payment within 24 to 48 hours of receipt (on a working day) of the Merchant’s outpayment request. For contractual purposes specific payment terms may be negotiated between ALLOPASS and The Merchant. Specific payment terms will be annexed to the present document.

    • 9.4.2. Allopass is unable to guarantee handling times by third party agencies such as postal services, other payment service providers, telecommunications operators and ISPs.

    • 9.4.3. In accordance with article R. 551-20 of the French Monetary and Financial Code (Code Monétaire et Financier), the initial outpayment may only be made by bank transfer to the account for payment declared by the Merchant on registration. Any outpayment is made by default by bank transfer to the Merchant’s bank account using the references provided to Allopass on registration or as subsequently updated.

    • 9.4.4. Any bank collection charges are at the Merchant’s expense.

    • 9.4.5. The Merchant acknowledges and agrees that Allopass may deduct the commission and any sums due in respect of disputes (see article 11) from the sums due to the Merchant.

    • 9.4.6. All outpayments corresponding to payments made by Visitors on the Allopass payment platform, after deduction of the Allopass commission, are by default and unless otherwise stipulated made in euros.

    • 9.4.7.In the event of an outpayment involving a currency exchange rate:
      - the exchange rate used will be the rate applying on the day of the outpayment request,
      - exchange rate expenses and any bank collection charges are at the Merchant’ expense,
      - the Merchant unconditionally agrees to bear the cost of exchange rate fluctuations when an outpayment is made to the Merchant from funds made available in advance (i.e. before Allopass is in possession of the funds). The Merchant agrees that Allopass may deduct from future outpayments to the Merchant or request reimbursement of exchange rate variations taking place between the date of early outpayment and the date on which Allopass recovers the sums concerned, when these variations exceed 3%.

    • 9.4.8. In the case of international transactions, the Merchant agrees that taxes, deductions and other withholdings at sources may apply locally, as appropriate, and may modify the conditions of Allopass outpayments.

ARTICLE 10: STATEMENTS AND AGREEMENT ON PROOF

  • 10.1.The Allopass Account contains a statement of the operations carried out on the Merchant’s website via the Allopass payment platform, as set out in articles 7.4. and 7.5.

  • 10.2. Allopass retains information relating to payments made by visitors and commissions received by Allopass for a period of 5 (five) years from the last transaction. Allopass enables the Merchant to access this information, presented in the form of monthly summary statements (downloadable and printable) on the Merchant’s Allopass Account.

  • 10.3. For the duration of this agreement, the statistics provided by the Allopass payment platform will serve as the sole basis used for recording payments and making outpayments to the Merchant, to which the Merchant unconditionally agrees.

  • 10.4. In order to maintain the strictest transparency and impartiality as regards payment operations made, the parties will consider as the sole statistics valid in the event of a dispute as those produced by comparing the Allopass platform statistics with:

    • For payments involving a telecommunications operator: the statistics of the telecommunications operator concerned.

    • For payments made by bank debit/credit card: the statistics of the banking service provider signatory to the Allopass distance selling agreement having collected payment on the transactions in question.

    • For payments involving electronic wallets or third party service providers: the statistics of companies issuing these means of payments.

ARTICLE 11: ANTI-FRAUD AND MONEY-LAUNDERING LEGISLATION, DISPUTED PAYMENTS

  • 11.1 Anti-fraud and money-laundering legislation:
    • 11.1.1 For the duration of this agreement, the Merchant undertakes to comply with current anti-fraud and money-laundering legislation. He further undertakes more specifically to respond diligently to any request from Allopass or from any judicial (or administrative) authority concerning his activity.

    • 11.1.2 Any violation by the Merchant of anti-fraud and money-laundering regulations constitutes a failing of particular gravity entailing termination of the agreement on the conditions set out in article 19.

    • 11.1.3 For the duration of this agreement, the Merchant undertakes to respond within 72 hours to any request from Allopass or from any judicial (or administrative) authority concerning his activity and the payments made on his website. He further undertakes to allow any judicial (or administrative) authority physical access to the data on simple request.

    • 11.1.4 In the event of fraud due to the Merchant’s negligence in his use of the Allopass payment platform, no outpayment will be made. Should the sums concerned have already been paid out, the Merchant agrees that corresponding sums be deducted from the amount of his outpayments or reimbursed to Allopass, irrespective of the date on which the fraud occurred.

    • 11.1.5 In the event of fraud or attempted fraud by the Merchant in the use of the Allopass payment platform, no outpayment respecting the sums concerned will be made to the Merchant. Fraud and/or attempted fraud in the use of the Allopass payment platform constitutes a failing of particular gravity entailing termination of the agreement on the conditions set out in article 19.

    • 11.1.6 All sums arising from fraudulent transactions or money-laundering operations will be retained Allopass pending an internal decision by Allopass, or a judicial or administrative decision.

  • 11.2 Fraudulent payments - Disputes:
    • 11.2.1 In the event of fraudulent payment by a Visitor, related to the theft of a mobile phone, bank debit/credit card, misappropriation of a telephone operator line or number and, more generally, in the event of any fraud relating to an element over which Allopass has no control, no outpayment will be made to the Merchant. Should the sum concerned have already been credited to the Merchant’s Allopass Account or the subject of an outpayment, the Merchant agrees that corresponding sums be deducted from the amount of his outpayments or reimbursed to Allopass, irrespective of the date on which the fraud occurred.

    • 11.2.2 In the event of the transaction made by a Visitor on the Allopass payment platform to acquire content, virtual goods and/or a service is unpaid, for whatever reason (and more specifically in the event of disputed or rejected transactions, particularly by the banks), the Merchant agrees that corresponding sums be deducted from the amount of his outpayments (or future outpayments) or reimbursed to Allopass, if the sum has already been the subject of an outpayment and irrespective of the date of the event giving rise to the unpaid transaction.

    • 11.2.3 If an unpaid transaction is suspected, in order to protect against the risks represented by such transactions, Allopass may withhold the entire amount under suspicion until all such doubts are removed. Allopass will then make an outpayment of the sums withheld.

  • 11.3 Information to the Merchant: The Merchant will be notified via his Allopass Account of any refusal by Allopass to make an outpayment and/or any withholding of an outpayment, and a reasoned explanation will be provided (within the limits allowed by law).

ARTICLE 12: RATES AND OUTPAYMENTS SCHEDULE

  • 12.1. Unless any other herein annexed stipulations:The rates and outpayments schedule drawn up by Allopass may be accessed to the following address: http://www.allopass.com/uk/products-services

  • 12.2. The rates and outpayments schedule may be modified at any time to reflect the pricing conditions applied to Allopass by the telecommunications operators and the various service providers on the market. In the event of a modification reducing the outpayments made to the Merchant, Allopass undertakes to inform the Merchant (by e-mail or via the Merchant’s Allopass Account) without delay and no later than 8 working days prior to the new outpayment rates coming into effect. Should the Merchant not wish to accept the new outpayment rates, he may terminate this agreement on the conditions set out in article 19. Otherwise, the Merchant will be considered as having accepted the modification to the outpayment rate.

ARTICLE 13: CUSTOMER SERVICE

  • 13.1. Merchant Assistance

    In order to assist Merchants in using the Allopass payment platform and more specifically to answer their questions regarding:

    • Installation and configuration of the Allopass payment platform;

    • How the Allopass Account works;

    • Outpayments;

    • The payment methods proposed and activation of certain specific types of payment;

    • Security of the Allopass payment platform;

    • Availability of the Allopass payment platform;

    • Anti-fraud and money laundering measures.

    Allopass provides a helpline for Merchants available:

    • 24-hour contact via the following e-mail address: webmaster@allopass.com ;

    • Telephone helpline, open from 9h30 to 18h30, Monday to Friday; to callers from across Europe: +33 173 038 934

  • 13.2. Transactions Assistance

    To assist Visitors encountering difficulties when making a payment via the Allopass payment platform, or wishing to report illegal activity or content, or who are victims of fraud, Allopass provides Visitors with a transaction assistance service available:

    • 24-hour contact via the following e-mail address: contact@allopass.com;

    • Telephone helpline, open from 9h30 to 18h30, Monday to Friday; to callers from across Europe: +33 173 038 955

ARTICLE 14 : AVAILABILITY OF THE ALLOPASS PAYMENT PLATFORM

  • 14.1 Allopass strives to maintain optimal quality on its payment services. Allopass uses its best efforts to maintain a monthly availability rate of 99.5% for the Allopass platform, excluding maintenance periods. Allopass will do its best to inform the Merchant in advance of any maintenance operation likely to involve a temporary shutdown of the Allopass payment platform.

  • 14.2.The Merchant is informed that access to an Internet network and/or to a telecommunications provider’s network is needed in order to use the Allopass payment platform.

  • 14.3. The Merchant is informed and accepts that Allopass is unable to guarantee elements beyond its control, in particular:
    - non-failure of the Internet network and/or ISP network, preventing some or all Visitors from accessing the ability to make a payment via the Allopass payment platform
    - non-failure of telecommunications operators, preventing some or all Visitors from accessing the ability to make a payment via the Allopass payment platform using their telecommunications resources.

  • 14.4 Allopass does not guarantee the compatibility of the Merchant’s hardware or software with the Allopass payment platform. The Allopass solution meets the highest standards of security and compatibility on the market. It is up to the Merchant to carry out any necessary tests and, where necessary, contact Allopass Customer Service (see Article 13), to ensure that the Allopass payment platform is fully operational on his website.

ARTICLE 15 : LIABILITY

  • 15.1 The Merchant recognizes and formally accepts that Allopass may not be held liable, either directly or indirectly, under any heading and on any grounds whatsoever, for any prejudice arising from:

    • an interruption to the Allopass service caused by any wrongful action on the part of the Merchant.

    • any incident (or interruption to the Allopass service) caused by the malfunction and/or unsuitable nature of the Merchant’s hardware and/or software and infrastructures, irrespective of the cause.

    • force majeure, as defined in article 20 of this agreement.

    • use of content or services prohibited by the provisions of this agreement.

    • third party intrusion into the Merchant’s IT system.

    • the nature, quality, quantity or content of information, data and files released on the Merchant’s website, whether free or paid.

    • any commercial prejudice, loss of customers, loss of orders, commercial disruption, loss of profit, image or brand image or any legal action brought against the Merchant by any party as a result of the Merchant’s content or services.

    • any failure of the Internet network and/or failure by telecommunications service providers and operators and/or payment service providers.

  • 15.2 Should a third party seek to hold Allopass liable on any heading whatsoever as a result of the content or services of websites published by the Merchant, the Merchant undertakes to indemnify Allopass on request for any fines imposed and any legal costs incurred in the defense of Allopass (including any lawyers’ fees and expert witness fees).

    Note: The Merchant’s content or services are neither published nor hosted by Allopass.

  • 15.3 The Merchant further acknowledges that:

    • - Allopass may not be held liable in any way for the Visitor’s use of the Merchant’s content or services, and more specifically of the content, virtual goods and/or services obtained via the Allopass payment platform. The Merchant will therefore assume liability for any loss and prejudice, direct or indirect, material or immaterial, that may be suffered by the Visitor as a result of the Merchant’s content or services. Consequently, the Merchant will assume sole responsibility for any dispute with a third party in respect of information disseminated on his website and of his content or services. The Merchant is also solely liable to Visitors should the content or services proposed not correspond in nature, quality or quantity to the offer and the Merchant’s advertising.

    • - Allopass may not be held liable in the event of non-delivery, attributable to the Merchant, to the Visitor of the content or service proposed, whether by reason of technical or hardware error or by reason of the non-existence or non-availability of the content or service listed in the Merchant’s offer.

      Note: Under no circumstances does Allopass deliver the Merchant’s content or service. This operation is performed from the Merchant’s website. Allopass is merely a payment service provider and does not have the capability to deliver, delete or modify the Merchant’s content or services.

    • - The Merchant further undertakes to inform Allopass without delay, by registered letter with acknowledgement of receipt, of all complaints, legal actions, breaches or claims relating to the content, virtual goods and/or services offered for purchase via the Allopass payment platform.

    • - The Merchant has sole liability for any loss or prejudice, material or immaterial, suffered by Allopass as a result of the Merchant’s wrongful or inadequate use of the Allopass payment platform.

  • 15.4 Allopass may not be held liable in any way for unauthorized use of the Merchant’s password and hence for the unauthorized use of his Allopass Account. The Merchant undertakes to inform Allopass immediately of any unauthorized use of his password and/or Allopass Account.

  • 15.5 The Merchant is solely liable for all costs incurred in keeping his website and its content or services online. Allopass does not host any content or service.

  • 15.6 Allopass declines all responsibility should the Merchant refuse or neglect to update the Allopass payment scripts (or Allopass API payment requests) on his website, in accordance with Allopass instructions.

  • 15.7 Allopass declines all responsibility should the Merchant’s website be connected to the Allopass payment platform in breach of a contract or exclusivity agreement entered into by the Merchant with a third party.

  • 15.8 Allopass declines all responsibility should the Merchant fail to declare sums received from marketing his content or services via the Allopass payment platform.

  • 15.9 Allopass may under no circumstances be held liable in the event of the Merchant failing to comply with data protection regulations in the exercise of its activities.

ARTICLE 16 : CITATION, PROMOTION AND ADVERTISING

  • 16.1 For the duration of this agreement, the Merchant expressly authorizes Allopass, under the terms of a non-exclusive worldwide license granted free of charge, to cite the Merchant’s website as an Allopass client and to present the Merchant’s content or services in order to promote the Allopass payment platform.

  • 16.2 The Merchant undertakes to furnish Allopass with all necessary authorizations for this purpose.

ARTICLE 17: INTELLECTUAL PROPERTY

  • 17.1 The Allopass website, services and payment platform, together with all content, texts, databases, graphics, software, applications, scripts, API, visual and audiovisual elements of which they are composed, are the exclusive property of Allopass and are protected by intellectual property rights.

  • 17.2 Neither of the parties acquires any intellectual property right over any element belonging to the other party by virtue of this agreement.

  • 17.3 By virtue of this agreement, for its duration and worldwide, Allopass grants the Merchant a solely non-exclusive and non-transferable right to access the Allopass website in order to consult his Allopass Account.

  • 17.4 For the purposes of this agreement, for its duration and worldwide, Allopass also grants the Merchant a solely non-exclusive and non-transferable right to the Allopass payment scripts (or API payment requests), so that these may be used and represented on the Merchant’s website. This license is granted solely for the purposes of this agreement and more specifically for the operating requirements of the Allopass payment platform. Under no circumstances is the Merchant authorized to distribute, free of charge or for consideration, any element making up the Allopass payment scripts (or Allopass payment requests).

  • 17.5 The Merchant further undertakes not to modify, disassemble, decompile or in any way seek in any way to prevent the functioning of the Allopass payment script (or Allopass payment request) or any element belonging to Allopass.

  • 17.6 Lastly, the Merchant undertakes not to remove the Allopass trademark from any element made available by Allopass.

  • 17.7 The Allopass trademark is a registered trademark owned by Allopass. This agreement does not grant any license or authorization to reproduce the Allopass trademark. The Merchant undertakes not to reproduce or seek to reproduce the Allopass trademark on his website, content or services (other than elements licensed to the Merchant and which may carry the Allopass trademark, without entitling the Merchant to reproduce or modify it). The Merchant further undertakes not to reproduce or seek to reproduce the Allopass trademark on any directory or any URL without express authorization in writing from Allopass. The Merchant further undertakes not to seek to present or list his website by using the Allopass trademark.

ARTICLE 18: PERSONAL DATA

  • 18.1 Allopass gathers and processes data on the Merchant in order to enable the Merchant to subscribe to the service, access his Allopass Account and obtain payment of the sums collected by Allopass under the terms of this agreement. The data is gathered for such time as the Merchant continues to use Allopass services and for a 5 years period beyond.

  • 18.2. Pursuant to the French Data Protection Act n° 78-17 of 6th January 1978, the Merchant has the right to access, amend, correct and delete his personal data supplied to Allopass. Allopass certifies that it has registered such processing of personal data through its privacy controller. Furthermore ALLOPASS complies with the CNIL Unique Authorization AU3 (regarding Money laundering) and holds an authorization to work with the company SETEX located on the territory of Madagascar for the purpose of controlling the validity of Merchant documents (CNIL Decision DF-2012-055).

  • 18.3 For the purposes of its activities and services, and in particular to promote their proper functioning, the Allopass payment platform uses a system of cookies. These cookies may contain data on the Merchant’s identification and browsing history on Allopass websites and services. In accordance with the French Data Protection Act n° 78-17 of 6th January 1978 and à son article 32, the Merchant is advised that he may block or delete cookies.

    For Mozilla firefox :

    • Choose the “Tools” menu then "Options"

    • Click on the “Privacy” icon

    • Go into the "cookie" menu and choose the options required

    For Microsoft Internet Explorer :

    • Select the "Tools" menu, then "Internet Options"

    • Click on the "Confidentiality" tab

    • Use the cursor to select the required level

    For Google Chrome :

    • Click on the “spanner” icon in the browser toolbar

    • Select the “Options” menu, then “Advanced Options”

    • In the “Confidentiality” section, click on “Content settings”

    • Click on the “Cookies” tab and select the required options

    Note: Certain services may require cookies to be enabled.

  • 18.4 The Merchant has the right of access his personal data via his Allopass Account. He may also contact Allopass at the following address: privacy@allopass.com.

  • 18.5 Allopass informs the Merchant that it will disclose all data required by a judicial (or administrative) authority.

ARTICLE 19: TERMINATION, END OF AGREEMENT

  • 19.1 Termination not for cause:

    Unless any other herein annexed stipulations: Each of the parties may terminate this agreement at any time and without cause or compensation, on the giving of 8 days’ notice by e-mail to the other party. The party in receipt of the e-mail has two working days in which to confirm receipt. Failing such confirmation, the party wishing to terminate the agreement should repeat its notice of termination by registered letter with acknowledgement of receipt to the other party. Termination will then take effect 15 days from the first presentation for delivery of this registered letter.

  • 19.2 Termination for non-compliance with this agreement:
    • Should the merchant fail to meet his obligations under the terms of this agreement, Allopass reserves the right to suspend the Merchant’s access to his Allopass Account for a period of 10 days and/or until the Merchant has fulfilled all his contractual obligations.
    • At the end of this period, and/or if the failing noted i) is of a particularly grave nature, ii) is not subject to correction or remedy on the part of the Merchant, Allopass may terminate this agreement automatically, without notice or compensation.
  • 19.3 Other grounds for termination:

    This agreement may be terminated automatically, without notice or compensation:

    • should no Visitors access the Merchant’s content or services over a period of 6 months or should the Merchant’s website be unavailable for a period of 6 months;

    • should the Merchant breach his anti-fraud and money-laundering obligations, as set out in article 11;

    • should the Merchant fail to furnish the information and supporting documents requested in article 3 and/or deliberately furnish false or out of date information;

    • should the Merchant make more than one registration on the Allopass payment platform without express authorization in writing from Allopass.

  • 19.4 End of the agreement:
    • At the end of this agreement, for whatever reason, the Merchant undertakes to cease using all Allopass websites and services and more specifically to return or delete any element belonging to Allopass that remains in his possession. The Merchant particularly undertakes to delete, at his own expense and on his own responsibility, all Allopass payment scripts (or Allopass payment requests) from the websites he publishes.

      The Merchant is informed and expressly accepts that this agreement contains no revertibility clause. The Merchant undertakes not to use, directly or indirectly, all or part of the elements belonging to Allopass after this agreements ends.

    • In the event of termination not for cause or the end of this agreement, Allopass will make an outpayment of the sums due to the Merchant.

    • In the event of termination on the grounds of the Merchant’s failure to meet one or more contractual obligations, Allopass will make an outpayment of the sums due to the Merchant, once the Merchant has complied with all requests arising from the failure providing grounds for termination.

    • In the event of termination for fraud, money-laundering or any other criminal activity, Allopass will make an outpayment of the sums due to the Merchant on presentation of a judicial (or administrative) decision authorizing Allopass to make the outpayment and subject to the sums concerned still being in the hands of Allopass and not those of a judicial (or administrative) authority.

ARTICLE 20: FORCE MAJEURE

  • 20.1 The provisions of this agreement will not be applicable in the event of force majeure delaying or preventing one of the parties from accomplishing its obligations.

  • 20.2 Force majeure consists of any event characterized as external, irresistible and unforeseeable as recognized in legal precedent and preventing one or both parties from performing the undertakings given in this agreement.

  • 20.3 The following are expressly considered as cases of force majeure, in addition to those generally recognized by legal precedent: earthquakes, fires, storms, floods, strikes, wars, terrorist attacks.

  • 20.4 The party invoking force majeure as the reason for failure to perform its obligations will:
    - Inform the other party by any means in its power of the occurrence of a case of force majeure, stating the precise nature, starting point and estimated duration of the event;
    - Take all appropriate steps without delay to remedy the situation and, whatever the circumstances, to limit its effects.

  • 20.5 If the event constituting force majeure continues for a period longer than one (1) month from the date of notification to the other party, this agreement may be terminated at the discretion of either party, without compensation, by registered letter with acknowledgement of receipt sent to the other party within a period of ten (10) days.

  • 20.6. If the event constituting force majeure continues for less than a month, the obligations resulting from this agreement will be suspended for the duration of the event. This agreement will continue to be performed normally as soon as the event is over.

ARTICLE 21 : OTHER STIPULATIONS

  • 21.1 Should one or more provisions of this agreement be deemed invalid or declared so pursuant to a law or regulation or following a final decision by a competent jurisdiction, all other provisions will retain their full force and scope. The parties agree, in such an eventuality, to replace the clause declared null and void by a clause as close as possible in content to the object pursued by the parties through the clause to be replaced.

  • 21.2 This agreement constitutes the full and sole agreement between the parties, replacing and cancelling any previous agreement relating to the same object.

  • 21.3 The parties agree that Allopass may at any moment modify its services and/or the terms of this agreement, particularly in the light of technical and factual changes in the regulations and technologies associated with the service. The Merchant will systematically be informed by e-mail of the updating of this agreement. It is up to the Merchant regularly to consult the most recent version of this agreement on the Allopass website (www.allopass.com/uk/legal/terms). Allopass undertakes to inform the Merchant in the event of any material changes to this agreement. “Material changes” are understood to be any changes pertaining to essential elements directly affecting the performance of this agreement.

  • 21.4 Under no circumstances may the Merchant cede or transfer this agreement or any of his rights and obligations pursuant to this agreement, without the prior agreement, in writing, of Allopass.

  • 21.5 Under no circumstances may this agreement be considered as establishing between Allopass and the Merchant:
    either a de facto company;
    or a partnership or any other situation entailing any mutual representation or any joint and several liability with regard to their respective creditors.

    In consequence of which, the parties have decided that their collaboration is governed solely by the provisions of this agreement.

  • 21.6 Unless otherwise stipulated, all information provided for in this agreement may be duly notified, at the discretion of Allopass: i) by means of an e-mail sent to the address given by the Merchant on registration and kept up to date by the Merchant, ii) by notification on the Merchant’s Allopass Account.

ARTICLE 22 : APPLICABLE LAW, JURISDICTION

  • 22.1 This agreement is subject to the laws of France, to which the Merchant expressly agrees.

  • 22.2 The service being performed in Paris, any dispute pertaining to the validity, interpretation or performance of this agreement and not amenable to amicable settlement will be subject to the jurisdiction of the Paris Court of Appeal.