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MANGOPAY Framework Agreement for Payment ServicesGeneral Terms and ConditionsThis agreement is important and you should read it carefully. It creates a legally bindingagreement between you (hereinafter referred to as “You” or the “User”) and Mangopay S.A.(hereinafter referred to as the “Service Provider) relating to the provision of paymentservice by the Service Provider to the You through the Website. In summary, the paymentservices the Service Provider will provide to You will allow You to open an online paymentaccount with the Service Provider through which You will be able to transfer and receivemoney.MANGOPAY S.A., is a public limited company governed by Luxembourg law with a capital of2.000,000 euros, whose registered office is located at 59 Boulevard Royal, L-2449Luxembourg and registered in the Luxembourg Trade and Companies Register under thenumber B173459. The Service Provider has been approved as a payment services provider,including to offer payment account services, by the Financial Sector SupervisoryCommission (CSSF), 110 route d’Arlon L-1150 Luxembourg, www.cssf.lu, and is authorisedto carry out its business in Europe.The User is advised to carefully read these General Terms and Conditions and the PricingConditions included in the Webesite’s Terms and Conditions, which together form the“Framework Agreement” and which have been communicated to the User on the Website,before accepting them.The User is informed that the language used for communicating with the Service Provider isFrench or English.1. DefinitionsFor the purposes hereof, the terms hereafter are defined as follows:Accepted Payment Methods: Means a payment by Card, by bank wire transfer or by anyother payment method that is accepted by the Service Provider in order to pay funds intothe Payment Account which the User holds with the Service Provider.Banks: Credit institutions that hold funds paid by the User into a Payment Account for thepurposes of the Service Provider providing payment services to the User. These funds areheld in a client money account that has been opened for this purpose. The designated creditinstitutions are currently ING Luxembourg and Barclays Bank PLC.The Service Providerreserves the right to select any other credit institution based in a European Union MemberState. The current list of the selected credit institutions is available upon request from theService Provider.Business Day: Means a calendar day with the exception of Saturdays, Sundays and public1

holidays in London, on which the payment infrastructure of England and Banks carry outtheir regular business activities.Card: Bank, payment or credit card linked to one of the following networks: Visa,MasterCard or Carte Bleue.EU Data Protection Laws: shall have the meaning given to it in clause 6 below.Framework Agreement: Means the payment service framework agreement whichincludes these General Terms and Conditions and the Pricing Conditions.General Terms and Conditions: Means this document.Party: Means either the User or the Service Provider and "Parties" shall mean both theUser and the Service Provider.Payment Account or Account: A sterling account held in the name of the User which isused for the purposes of executing Payment Transactions. Please note that a PaymentAccount is not the same a deposit account and is treated differently for legal and regulatorypurposes.Payment Transaction: Means an act initiated by the payer of placing, transferring orwithdrawing funds, irrespective of any underlying obligations between the payer and thepayee.Platform: Means the entity whose contact information is stated in the Website ‘s Terms andConditions and which operates the Website. The Platform facilitates the User entering intothe Framework Agreement through the Website. The Service Provider has appointed thePlatform as an agent for its payment services (within the meaning of Art. 4 para. 24 of theEuropean Payment Services Directive I, 2007/64/EC of 13 November 2007) with theLuxembourg Financial Sector Supervisory Commission (CSSF). The Service Providerremains responsible vis-à-vis the Users for any payment activities delegated to the Platformin its role as an agent.Pricing Conditions: Means the document comprising all the fees payable by the User forthe use and management of the Payment Account, particularly for the transfer of funds andtransactions carried out in connection with the Payment Account. The Pricing Conditionsare included in the Website’s pricing on the Website’s General Terms and Conditions.Website’s General Terms and Conditions: Means the general terms and conditions of useof the Website, concluded between the User and the Platform, notably governing access tothe Website.Website: Means the website which is operated by the Platform. The address of the relevantWebsite is indicated in the Website’s General Terms and Conditions.2

2. PurposeThese General Terms and Conditions set out the conditions under which the ServiceProvider will provide payment services to the User.The payment services that will be provided by the Service Provider under this FrameworkAgreement shall include:-Opening and management of a Payment Account,-Crediting to the Payment Account: crediting funds to the Payment Account that havebeen transferred by Accepted Payment Methods by the User or any other party,-Debiting from the Payment Account: the execution of a Payment Transaction or thepayment of any fees pursuant to this Framework Agreement.The Account shall not be subject to any overdraft, advance, credit or discount.The Service Provider has authorised the Platform to facilitate the conclusion of thisFramework Agreement with each User and to support the User throughout the duration oftheir relationship with the Service Provider. The Service Provider remains responsible tothe Users for any services set out in the Framework Agreement that have been delegated tothe Platform.These General Terms and Conditions and the Pricing Conditions constitute the entireFramework Agreement concluded between the Parties for the provision of paymentservices and the opening and management of the Payment Account by the Service Provider.The User may, at any time and at no cost, obtain a copy of the Framework Agreement byaccessing the Website. Only the Framework Contract shall be valid in case of any disputebetween the parties.3. Opening an Account3.1 Conditions required for and prior to opening an AccountAny natural person of at least 18 (eighteen) years of age, with capacity to enter into legallybinding contracts, as well as any legal person, resident or registered in a member State ofthe European Union or in a state that is party to the agreement relating to the EuropeanEconomic Area, or in a third country that imposes the equivalent requirements regardingmoney laundering and the financing of terrorism, may send a request to open an Account,provided that the person is registered on the Website as a User.3.2 Procedure for registering and opening an AccountThe User must provide the Service Provider, through the Platform, with: his/her surname, first name, address, email address, date of birth and nationality,3

(for natural persons) or the company name, corporate form, capital, the address of its registered office, thedescription of its business activity, the identity of partners and company executives,as well as the list of beneficial owners as defined by the regulations, a companyregistration certificate dated less than three months and the articles of association(for legal persons),Pursuant to the laws for the prevention of money laundering and terrorism financing, theService Provider is obliged to identify every User and to collect certain documents andinformation in this regard.The minimum documents required by the Service Provider for any User who is a naturalperson, are the following: a copy of a currently valid official document proving the User’s identity (for example:identity card, driving licence, and, for third-country nationals in the European Union,a passport); and an original copy or a copy of an extract from the official register, dated not morethan three months, recording the User’s registration in the national directory oftrades or any other organisation with which the User is required to register,however this minimum requirement may be wholly or partially waived or amendedby us depending on your circumstances.The documents required for any User who is a legal entity in accordance with the foregoingare the following: original copy or copy of an extract from the official register, dated not more thanthree months, recording the name, legal structure, address of the registered officeand identity of the partners and company executives mentioned in paragraphs 1 and 2 of Article R.123-54 of the Luxembourg Commercial Code or their equivalentcodes under foreign law; a copy of the Articles of Association and any decisions appointing the certified truelegal representative; a copy of the legal representative’s identity card or passport and, if and whereappropriate, of the beneficial owner.It is expressly provided that the Service Provider retains the option to request, at any time,any additional documents concerning the User, any beneficial owner of the User or aspecific Payment Transaction.The User must provide the Service Provider with bank account information relating to anaccount opened in his/her name with a bank established in a member State of the European4

Union or in a State party to the agreement on the European Economic Area or in a thirdparty country imposing equivalent obligations in terms of the prevention of moneylaundering and the financing of terrorism. Any withdrawals requested by the User from aPayment Account will be made to such a bank account only.After carefully reading the Framework Agreement, the User must accept it according to theprocedures provided for by the Website and provide all information and supportingdocuments that are requested from him/her by the Service Provider through the Platform.By agreeing to the terms of the Framework Agreement, the User accepts that the Platformwill transmit to the Service Provider his/her application for registration as a User and allsupporting documents received by it.The Service Provider will consider the User's application and confirm whether it has beensuccessful within three (3) Business Days. If the User's application is successful, the ServiceProvider will accept the User's application to become a customer of the Service Providerand open an Account in his/her name. The Service Provider may, without stating reasonsand with no right to compensation for the User, refuse an application to register and toopen an Account. The Service Provider will inform the Platform of the result of a User'sapplication. The Platform will then notify the User of the result by any means in accordancewith the Website's General Terms and Conditions.The User declares at the time of transmission of his/her registration request to the Platformand for the duration of the Framework Agreement:a) if the User is a natural person, that he/she is at least 18 (eighteen) years of age andhas capacity to enter into legally binding contracts;b) if the User is a legal person, that is validly incorporated in the form of a company,c) that he/she is acting on his/her own behalf;d) that all information provided to the Service Provider (through the Platform) at thetime of his/her registration is remains accurate and up-to-date.After being registered as a customer of the Service Provider, the User may login withhis/her Website account and password. You must protect the secrecy of your Login andpassword at all times and never disclose it to another person. You must take reasonablesteps to keep Your login and password safe and prevent fraudulent use of Your Account. Forexample, You should keep information relating to Your Account in a safe place, You shouldnot write down your login and password and You should take care to ensure that otherpeople do not oversee or hear you using your login and password.The User is fully responsible for maintaining the confidentiality of his/her login details andpassword. The User agrees not to use the name or login details of another person at anytime, nor disclose the User's own login details to any other person.5

4. Operation of the Payment AccountThe sums transferred by Accepted Payment Methods by the User or any third party arecredited to the Payment Account opened on behalf of the User.The sums debited from the Payment Account result from(i)the execution of Payment Transactions;(ii)the collection by the Service Provider of any fees owed by the User under thewebsite’s General Terms and Conditions; or(iii) the reversal of a transaction made by a User by Accepted Payment Methods.4.1 Registration of sums transferred by Accepted Payment Methods by the Users or any thirdparty and credited to the Payment Account.Payment by the User of funds into the Payment Account must be made by AcceptedPayment Methods. When the User wishes to carry out such a transaction, the User must login to the Website and enter the transfer order for the funds on a payment page dedicatedfor this purpose.For any payment, the User may be asked to enter a single-use code notified to his/hermobile phone for the attention of the institution having issued the relevant Card. If andwhere appropriate, the Service Provider may refuse to process any Payment Transaction atits discretion and without this decision giving rise to any compensation to the User. Wherepossible, the Service Provider will provide the User with the reasons for refusing to processany Payment Transaction.The transfer of funds by Card is executed by the institution having issued the Card. Anydispute surrounding such a transfer must be notified to the aforementioned institution. TheService Provider is not authorised to cancel such a transfer.The User is informed that acceptance of a transfer order for payment by Accepted PaymentMethods by the Service Provider does not guarantee that the User will receive thecorresponding funds in his/her Account. The registration of funds into the User’s PaymentAccount is conditioned upon actual receipt by the Service Provider of the funds collectedminus the fees agreed in the Pricing Conditions.4.2 Execution of Payment TransactionsThe sterling sums credited to the Payment Account will be held in a specified client accountheld at the Bank, after the deduction of any fees payable by the User under this FrameworkAgreement.Any payment instructions from the User that are received by the Service Provider will bedeemed to have been received upon receipt of those instructions.6

Where the receiving bank is located within the United Kingdom or another country in theEuropean Economic Area, the payment will be credited to the payee's account by the end ofthe next business day following receipt of your payment instructions. Where payments aremade to a receiving bank outside the European Economic Area, the Service Provider willprovide an indication of when the payment should be received although the actual date ofreceipt will depend on banking practices in the relevant country.Once a User has given an instruction for a Payment Transaction, the User may withdrawtheir consent to the execution of the relevant payment transaction at any time on theBusiness Day that the payment instruction was received by the Service Provider.Payment Transactions will be executed in the currency notified to you before each relevanttransaction takes place and your continuing with any Payment Transaction shall amount toyour acceptance of the use of that currency.5. Blocking of login details, Transaction dispute and Reporting5.1 Blocking of login detailsThe Payment Account is accessible only via the Website with the same login details used foraccess to the personal Website account of each User. Therefore, the User must inform thePlatform of the loss or theft of his/her login details, misappropriation or any unauthoriseduse of them or of his/her data without undue delay in order to request that the login detailsbe blocked. The blocking request must be made in accordance with the General Terms andConditions of the Website.The Platform will execute the blocking request for the concerned login details to theWebsite in accordance with the Website's General Terms and Conditions. As the PaymentAccount is accessible only via the Website, the Account will not be reachable after the logindetails are blocked. The Platform will inform the Service Provider without undue delayabout the blocking of the login details for the Website.The Service Provider is entitled to immediately suspend or withdraw your right to makePayment Transactions from Your Payment Account where we have reasonable grounds tobelieve that there may be a breach in the security of Your account details, we suspect theunauthorised or fraudulent use of Your account details, or due to European or national lawapplying to us. Where the Service Provider decides to take this action, the Service Providerwill write to You in advance informing You that the Service Provider intends to do so andthe reasons for these actions other than where this is not possible, in which case the ServiceProvider will inform you at the earliest opportunity after and in any event within the timethat you would expect a Payment Transaction to take place. The Service Provider will notinform you where this would compromise the Service Provider's reasonable securitymeasures or is otherwise contrary to any applicable law, rule or regulation. Where thereasons for the Service Provider's actions then cease to exist, the Service Provider will theneither reinstate Your access to Your Account or issue you with new account details as soonas practicable.7

The Service Provider and the Platform shall not be held liable for any consequences arisingfrom blocking by fax or e-mail which was not sent by the User.5.2 Disputing a TransactionFor any complaint relating to the Payment Transactions executed by the Service Provider aspart of this Framework Agreement, the User is advised to contact the Platform’s customerservice team by telephone or by post using the address indicated for this purpose in theWebsite’s General Terms and Conditions.If a Payment Transaction is executed by the Service Provider with errors due to its fault, thePayment Transaction will be cancelled and the Account will be restored to its situationprior to execution of the Payment Transaction. The Payment Transaction will then beexecuted again correctly.The User who wishes to dispute a transaction unauthorised by him/her must contact thePlatform’s customer service by telephone without undue delay following his/her becomingaware of the anomaly and no later than 13 months following the date of the relevanttransaction. The Platform is responsible for transmitting the dispute to the Service Providerwithout undue delay. After validation of the legitimacy of the request transmitted by thePlatform to the Service Provider, the Service Provider will cancel the transaction and applya temporary credit to the Account in order to restore it to the state in which it would havebeen if the disputed transaction had not been carried out. After an investigation into thevalidity of the dispute, the Service Provider will consequently adjust the Account and isauthorised to reverse any Account entry that has been unduly made.Provided you have not acted fraudulently, or with intent or gross negligence failed to useyour Payment Account in accordance with the Framework Agreement, where anunauthorised payment transaction is made from your account you will be liable up to amaximum of [ 50.00] for any losses incurred as a result of unauthorised paymenttransactions arising:(1) from the use of your account details when these have been lost or stolen; or(2) where you have failed to keep your Payment Account details safe.Except where you have acted fraudulently, you will not be liable for any losses incurred inrespect of unauthorised Payment Transactions:(1) arising after you have notified us of the loss, theft, misuse, misappropriation orunauthorised use of your account details; or(2) where we have failed to provide you with the appropriate means to notify us(unless this is due to abnormal and unforeseen circumstances beyond our control oras a result of our compliance European or national law); or(3) where your account details have been used in connection with certain types ofdistance contract.8

The User will be liable for all losses incurred in respect of an unauthorised paymenttransaction where the User:(1) has acted fraudulently; or(2) with intent or gross negligence has failed to comply with the terms of theFramework Agreement (including in relation to notifying the Service Provider of theloss, theft, misappropriation or unauthorised use of the payment instrument.The fees indicated in the Pricing Conditions may be collected in the case of an unjustifieddispute of a Payment Transaction.5.3 ReportingThe User may access, at any time, his/her personal page on the Website, showing theamount of money credited to his/her Account.The User will be able to consult on his/her personal page on the Website for a statement ofPayment Transactions made from the Account. He/she is invited to carefully study the listof these Payment Transactions.The Service Provider shall make available to the User, upon written request, a monthlyAccount statement covering the previous thirteen (13) months.6. Amendment of the Framework AgreementThe Service Provider reserves the right, at any time, to amend the Framework Agreementupon giving You at least two months' notice before the date on which the amendments areto take effect. However this notice period only applies where you are a 'consumer', a 'microenterprise' or a charity. A 'micro-enterprise' is a business which employs fewer than 10people and has a turnover or balance sheet that does not exceed 2 million. If You are not aconsumer, a charity or a micro-enterprise then You hereby agree that the Service Providerhas the right to amend the Framework Agreement with 1 month noticeand that suchamendments shall be binding upon you immediately on such notice to you. If You do notagree to any such amendments, in either case, You have the right to terminate thisFramework Agreement immediately without any charge before the amendments are toenter into force. If you have any queries about this clause please contact us.Any User may refuse the amendments proposed and must notify the Platform’s customerservice of the refusal by written notice prior to the amendments coming into force. Thisnotice of refusal will be communicated to the Service Provider by the Platform.In case of a refusal of the amendments by the User, this refusal will result in the terminationof the Framework Agreement, at no cost, and in the transfer of the money held in thePayment Account to the bank account of the User.If the User does not notify the Service provider to refuse the amendments, the User will bedeemed to accept the proposed amendments and the relationship between the Service9

Provider and the User shall be governed by the new version of the Framework Agreement.It is therefore important that the User reads his/her e-mails and regularly reads theFramework Agreement available on the Website at any time.7. Security of informationThe Service Provider undertakes to provide its services in compliance with the applicablelaws and regulations and standard industry practices. In particular the Service Provider isrequired to comply with European Directive 95/46/EC, and all other applicable laws inrelation to (i) data protection; (ii) privacy, (iii) restrictions on the processing of personaldata and (iv) actions to be taken in respect of unauthorised or accidental access to personaldata ("EU Data Protection Laws") howsoever they may be implemented in each memberstate of the European Union. Notably, the Service Provider will make every effort to ensurethe security and confidentiality of the User’s data, in accordance with current EU DataProtection Law. Where the Service Provider is processing 'personal data', meaning any datarelating to a living individual, it shall always do so in accordance with the eight dataprotection principles in EU Data Protection Laws.The Service Provider reserves the right to temporarily suspend access to the Account fortechnical, security or maintenance reasons, without these operations entitling to anycompensation. The Service Provider undertakes to limit this type of interruptions to thosewhich are strictly required.However, the Service Provider shall not be held liable by the User for any errors, omissions,interruptions or delays in operations carried out via the Website resulting fromunauthorised access to the Website. The Service Provider shall also not be held liable forany theft, loss or unauthorised communication of data resulting from unauthorised accessto the Website.The Platform is responsible for the security and confidentiality of data exchanged whenusing the Website in accordance with the Website’s General Terms and Conditions. TheService Provider is responsible for the security and confidentiality of data that it exchangeswith the User as part of this Framework Agreement for the creation and management ofhis/her Account, as well as any Payment Transactions associated with the Account.8. Limitation of liability of the Service ProviderThe Service Provider shall in no way intervene in legal and business relations or in anydisputes between the User and the Platform. The Service Provider shall exercise no controlover the compliance, safety, legality, characteristics and appropriateness of the productssubject to a Payment Transaction.Subject to applicable laws and regulations, the liability of the Service Provider to a User islimited to the compensation for direct damages as provided for by the applicableregulations.10

9. Commitments of the UserThe User guarantees that no element of his/her profile on the Website affects the rights ofthird parties or is contrary to the law, public order and morality.The User undertakes not to:(i)(ii)(iii)(iv)Execute the Framework Agreement illegally or under conditions likely todamage, disable, overload or alter the Website;Impersonate the identity of another person or entity, falsify or concealhis/her identity or his/her age or create a false identity;Disseminate personal data or information relating to a third party, such aspostal addresses, telephone numbers, email addresses and bank accountdetails;Without prejudice to legal action taken by third parties, the Service Provideris entitled to personally undertake any legal action intended to repair thedamage that it may have personally suffered due to the User’s failure torespect his/her obligations under this Framework Agreement.In case of breach of the User’s obligations, subject to applicable laws and regulations theService Provider may take any appropriate measures in order to stop the relevant actions.The Service Provider will also be entitled to suspend, remove and/or block the User’saccess to his/her Account.10. Duration and terminationThe Framework Agreement is concluded for an indefinite period of time. It shall enter intoforce from the date that the User's application is accepted by the Service Provider.The User may terminate the Framework Agreement at any time and by complying with anotice period of thirty (30) calendar days. The Service Provider may terminate theFramework Agreement at any time and by complying with a notice period of two (2)months.Such termination shall also constitute the closure of the Account.In order to terminate the Framework Agreement, the relevant Party shall transmit a noticeof termination to the other Party by registered letter with acknowledgement of receipt orby email. The notice of termination by a User shall be send to the postal address of theService Provider indicated at the beginning of these General Terms and Conditions or to thefollowing email address: [email protected] termination of the Service Agreement, the credit balance of the Account will be11

transferred without undue delay, to the User’s bank Account after deduction of any fees dueand payable to the Service Provider. After having transferred the respective amount to thebank account of the User, the Service Provider has no more obligations towards the User.It is hereby provided that the Framework Agreement will automatically be terminated inthe event of new circumstances affecting the ability of any Party to comply with theFramework Agreement.11. Right of withdrawalA User has 14 (fourteen) calendar days to exercise his/her right of withdrawal, withouthaving to justify any reason or pay any penalty. This withdrawal period takes effect fromthe date that the User's application is accepted by the Service Provider.The User must notify his/her withdrawal request to the Platform’s customer service teamwithin the allotted period by telephone or e-mail and send a confirmation letter to theaddress of the Platform’s customer service.As per his/her right of withdrawal, the Framework Agreement will be terminated at no costto the User.12. Rules relating to the prevention of money laundering and the financing ofterrorismThe Service Provider is subject to all Luxembourg and German regulations relating to theprevention of money laundering and the financing of terrorism.Pursuant to the provisions of Luxembourg and German law relating to the participation offinancial institutions in the prevention of money laundering and the financing of terroristactivity, the Service Provider must obtain information from any User about any businesstransaction or relationship with respect to the origin, purpose and destination of thetransaction or opening of the Account. Furthermore, the Service Provider must carry out alldue diligence required for ide

MANGOPAY S.A., is a public limited company governed by Luxembourg law with a capital of 2.000,000 euros, whose registered office is located at 59 Boulevard Royal, L-2449 . Payment Account will be made to such a bank account only. After carefully reading the Framework Agreement, the User must accept it according to the .