Terms and conditions of use and sale
Please read the following terms and conditions of use and sale carefully.
By subscribing to the services, you accept the terms of the General Terms and Conditions of Sale and Use (hereinafter the " Contract ") entered into with KOHORTPAY, a simplified joint stock company with a share capital of 12,285.79 euros, registered with the Marseille Trade and Companies Register under number 920 650 025, whose registered office is located at 61 Boulevard des Dames - 13002 MARSEILLE 2 (hereinafter " KOHORTPAY ").
1. DEFINITIONS
Terms beginning with a capital letter shall have the meaning given to them in this Contract:
Customer: refers to the legal entity, necessarily having professional status, which subscribes to the present Contract.
Contract: means the present document, including the Documentation and any appendices and/or amendments.
Account: refers to the Customer's account, enabling him/her to access the Services offered by the Solution using his/her login and password.
Documentation: refers to the technical and product documentation provided by KOHORTPAY to the Customer in order to install the Solution on the e-commerce site.
Brand: refers to the Customer's trademark under which it markets its products and/or services to its customers.
Members: refers to any person authorized by the Customer to connect to the Account using the login details, within the framework of this Contract. The Administrator is also referred to as a Member.
Participants: refers to the Brand's customers placing an order on the Customer's e-commerce site using the KohortPay payment method.
Services : refers to all services offered by KOHORTPAY to the Customer within the framework of the Contract.
Site : refers to the https://www.kohortpay.com/ website
Solution: means the application and API developed by KOHORTPAY and enabling access to KohortPay Services.
2. PURPOSE
The purpose of this Contract is to define the conditions under which the Customer subscribes to the Services on his behalf and on behalf of his Members, for the duration of the Contract and for the needs of his professional activities.
3. REGISTRATION
1. Acceptance of the terms of the Contract
Registration for the Solution and use of the Services imply full acceptance of the Contract.
Consequently, by creating an account, the Customer and the Members acknowledge that they are fully informed and that they are bound by all the provisions of the Contract via the mention " By creating an account, I certify that I have read and accepted the GTCU and the confidentiality policy of the KohortPay solution". The act of validating the creation of an account will be deemed to have the same value as a handwritten signature of acceptance.
2. Conditions of registration
The Solution and Services are accessible only to publishers of e-commerce sites offering the sale of products and/or services online. In this respect, the Customer acknowledges that he/she does not have the status of a non-professional or consumer, within the meaning of the provisions in force.
3. How to register
To access the Solution, the Customer must open an Account.
Registration is free of charge, and involves filling in a form with all the compulsory information required, including the following:
- Account Administrator information
- First name
- Email address
- Phone number
- Brand information
- Company name
- Address
- Website url
- Member information
- First name
- Email address
- Phone number
Bank details are handled directly by our payment partner Stripe.
All mandatory fields on the registration form must be completed in order to use the Services. Failure to do so will invalidate your registration.
The Customer also guarantees KOHORTPAY that the information provided on the registration form when opening his Account is accurate. The Customer hereby declares that the information provided is true and accurate, and undertakes to update said information without delay in the event of any modification.
The person with Administrator status has full powers to create, add, modify or delete a Member profile attached to his or her Account, as well as to manage payment rules.
The Customer is solely responsible for the proper use of the Services and the Account by its Members.
The Customer and Members are solely responsible for maintaining the confidentiality of their login and password and expressly acknowledge that any use of the Services from the Account will be deemed to have been made by them. In the event that the Customer becomes aware that his Account is being or has been used without his knowledge, he undertakes to notify KOHORTPAY as soon as possible.
4. CONDITIONS FOR INSTALLING THE KOHORTPAY SOLUTION
The Customer must follow the instructions provided in the Documentation made available by KOHORTPAY in order to install the Solution as a means of payment on his site.
5. USE OF SERVICES
The KohortPay Payments Official module enables customers to integrate sponsorship mechanisms into their e-commerce site at the time of payment to acquire new customers and increase conversion.
It is up to the customer to set the rules of participation proposed on his site with the payment method KohortPay, in his Account and indicating in particular:
- Maximum number of Participants ;
- Minimum purchase amount ;
- The sponsorship deadline ;
- Discount levels associated with the number of participants.
Once the rules have been set up on the Account, the Solution allows Participants wishing to make a purchase on the Brand's e-commerce site to choose the KohortPay payment method, paying by credit card, without registering or downloading an application from KOHORTPAY.
Once the order has been validated with the KohortPay payment method, the customer will receive an email from KOHORTPAY with a referral code.
This code may be shared with the Participant's entire community during the sponsorship period set by the Brand.
At the end of this period, each Participant who has made a purchase on the Brand's e-commerce site using the sponsorship code will be entitled to cashback, if he/she has validated the conditions, corresponding to the amount of the discounts set within the period by the Brand.
In this respect, the Customer acknowledges that he alone is responsible for the Rules set out in his Account and for the information provided to his customers when placing an order on his site.
Consequently, it declares and guarantees the accuracy of the offers published on its site under the KohortPay payment method.
6. TERMS OF PAYMENT VIA KOHORTPAY AND PAYMENT OF THE PRIZE TO PARTICIPANTS
By using the Solution, the Customer grants KOHORTPAY a mandate to collect the price paid by the Participants, in its name and on its behalf.
Amounts received from Participants are deposited in a dedicated payment account, which is operated directly on the Stripe platform chosen by KOHORTPAY. In this context, the Customer is hereby informed that the payment service provider alone retains bank details for the purposes of making payments.
KOHORTPAY recognizes and accepts that none of the sums collected by it in the name and for its account carries right to interests.
It is the Customer's responsibility to issue and communicate to Participants the invoice corresponding to their order, as KOHORTPAY has not received any invoicing mandate in this respect.
In addition, the Customer acknowledges that it retains full responsibility for its accounting and tax obligations relating to invoices issued to its customers.
The Customer agrees to respond diligently to any request from KOHORTPAY and more generally from any competent administrative or judicial authority, in particular with regard to preventing or combating money laundering.
If the Customer fails to respond to these requests, KOHORTPAY may take any action it deems appropriate, including freezing the sums paid and/or suspending the Account and/or terminating the Contract.
Finally, it is agreed between the Parties that KOHORTPAY will pay the amount of the sums received for orders placed with the Solution according to the payment frequency defined in the Customer's Account (weekly or monthly), less the amount of its commission.
7. CONDITIONS RELATING TO THE PAYMENT AND RETURN OF THE COMMISSION DUE TO KOHORTPAY
Registration and access to the Solution is free.
However, the Customer is informed that KOHORTPAY charges a service fee for the use of the Solution, calculated as follows:
- A variable commission on payment of the order in %, fixed within the framework of the commercial proposal signed with the Customer;
- A fixed commission of 25 euro cents on payment of the order;
- A commission on the acquisition of each Participant, the amount of which is set out in the commercial proposal signed with the Customer.
Payment will be made by direct debit via the Stripe platform chosen by KOHORTPAY. In this respect, the Customer undertakes to provide accurate and valid bank details as part of the payment procedure.
If KOHORTPAY does not receive payment of the commission, KOHORTPAY may :
- Suspend/block the Account and consequently access to the Services;
- Late payment interest is automatically charged at the rate applied by the European Central Bank to its most recent refinancing operation, plus ten points. Any delay in payment also entails the payment of a flat-rate indemnity for collection costs of 40 Euros. (Ccom, art. L.441-9 and L.441-10)". KOHORTPAY may also claim a higher indemnity from the Customer, on justification, if the costs it has incurred for collection exceed the amount of 40 Euros.
KOHORTPAY will send the Customer an invoice corresponding to the commissions received for each payment made via the Solution.
KOHORTPAY reserves the right to modify at any time the methods of calculation of the service fees, by informing the Customer in advance at least 1 month in advance.
Such changes will not affect the service fees accepted by the Customer prior to the effective date of such changes.
8. DURATION AND TERMINATION
8.1 The present terms and conditions apply throughout the period of use of the Services and/or until the Account is closed.
Customers may unsubscribe at any time by going to the "Organization" section of their profile or by sending a request to the Help Center at the following address: https://help.kohortpay.com/fr
8.2 This Agreement may also be terminated if the Customer fails to comply with any of its essential obligations under this Agreement. In this case, KOHORTPAY may, after sending a formal notice by registered letter with acknowledgement of receipt reminding the Customer of the present clause and the obligation not fulfilled, not followed by effect within a period of fifteen days as from the presentation of the letter, terminate the Contract and this without fulfilling any judicial formality.
8.3 In the event of termination of the Contract for any reason whatsoever, access to the Solution will be withdrawn.
To this end, it will be up to the Administrator to inform the Members concerned of the removal of their access to the Solution.
No new orders may be placed on the Customer's e-commerce site using the KohortPay Solution on the date of termination of the Contract or its term.
It is understood that KOHORTPAY will only store the Personal Data of Members and Participants, as provided for in the privacy policies. Consequently, it is the responsibility of the Customer and its Members to ensure that the data stored in the Solution is backed up no later than the day before the effective termination of the Contract. KOHORTPAY shall in no event be held liable for the consequences of Account deletion.
9. SCOPE OF LICENSE
9.1 By entering into this Agreement, KOHORTPAY grants to the Customer and its Members for the duration of the Agreement, a personal, non-transferable and non-exclusive license to access and use the Solution solely for their business use in connection with the Services provided under this Agreement.
9.2 This license covers the existing version of the Solution as well as any modifications relating to corrections, adaptations or additions of new functionalities or new versions of the Solution during the term of the Contract.
9.3 In order to use the Solution, the Customer must have, at his/her own expense, an Internet access subscription and ensure that the configuration of his/her computer equipment is suitable and compatible. All costs relating to equipment and Internet connection are therefore the sole responsibility of the Customer.
9.4 The Customer is also informed of the limitations of the Internet and that data transmissions over the Internet are only relatively reliable and that no one can guarantee the proper functioning of the Internet. Consequently, and with full knowledge of the characteristics of the Internet, the Customer acknowledges that he/she has been sufficiently informed of the computer conditions required to access the Services and waives KOHORTPAY's liability for the aforementioned facts.
9.5 Under no circumstances may the Customer decompile, disassemble, modify, use, reverse engineer, in any way whatsoever, the source code of the Solution or modify, translate, localize, adapt, rent, lease, assign, lend, create or produce derivative works, or register patents based on all or part of the Solution.
9.6 As this license to use the Solution is neither assignable nor transferable, the Customer agrees not to make it available to any third party, with the exception of Members authorized under the Contract.
9.7 This license does not grant the Customer any ownership rights to the Solution.
10. INTELLECTUAL PROPERTY
10.1 KOHORTPAY is the exclusive owner of the intellectual property rights on the Solution without this concerning any third party software that may be present in the Solution for which KOHORTPAY declares in any case that it has sufficient rights.
10.2 The present Contract does not confer upon the Customer and the Members any intellectual property rights whatsoever on the Solution and the software composing it and any content of any kind exploited on the Solution. All elements making up the Solution thus remain the exclusive property of KOHORTPAY, as do all corrections, updates and new versions made.
10.3 The Customer and the Members undertake not to commit any act that could affect KOHORTPAY's intellectual property rights on the Solution and its component parts, whether by reproduction, representation or by adaptation, modification or transformation. Any use and/or access not authorized by KOHORTPAY under the present terms and/or not complying with the provisions of the Intellectual Property Code is illicit and would constitute the offence of counterfeiting in accordance with the provisions of article L.335-3 of the Intellectual Property Code.
10.4 KOHORTPAY also remains the sole owner of the rights to its names, trademarks, logos, signs and designs and none of the stipulations in the Contract shall be interpreted as characterizing a transfer or assignment of rights to the latter for the benefit of the other Party. The Customer and the Members undertake to respect KOHORTPAY's property rights over its distinctive signs, and in particular, to refrain from arousing any analogy and/or confusion in the public mind for any purpose whatsoever and by any means whatsoever.
11. ADVERTISING
The Parties mutually authorize each other to make use, in particular by quotation and/or reproduction, of the distinctive signs of the other Party, as a commercial reference and/or for the proper performance of the present Agreement, in particular in its commercial or advertising documents and on its website, in any form whatsoever, for the duration of the present Agreement and three (3) years following the expiry of the Agreement.
12. OBLIGATIONS AND LIABILITIES OF CUSTOMERS AND MEMBERS
12.1 The Customer shall use the Services under its sole direction, control and responsibility.
12.2 The Customer acknowledges that KOHORTPAY is not a party to any agreement or contract entered into with Participants placing orders on the Brand's website.
As the Customer and the Participants contract directly with each other, KOHORTPAY shall under no circumstances be a party to any disputes whatsoever between the Customer and the Participants, concerning in particular the execution of the order, the payment of the price or any other guarantees, declarations or obligations whatsoever to which the Customer may be bound towards the Participants.
12.2 Without prejudice to the other obligations set forth herein, the Customer agrees to comply with the following obligations.
- In using the Services, the Customer undertakes to comply with the laws and regulations in force and not to infringe the rights of third parties or public order;
- the Customer acknowledges having taken cognizance of the characteristics and constraints, particularly technical, of the Solution and Services;
- the Customer undertakes to provide KOHORTPAY with all elements, data and information necessary for the proper execution of the Services. More generally, the Customer undertakes to cooperate actively with KOHORTPAY with a view to the proper performance hereof and to inform KOHORTPAY of any difficulties relating to such performance.
12.3 It is strictly forbidden for the Customer to use the Services for the following purposes, without this list being exhaustive:
- engaging in illegal or fraudulent activities or activities that infringe the rights or safety of third parties;
- undermining public order or violating applicable laws and regulations,
- intrusion into a third party's computer system or any activity of a nature to harm, control, interfere with, or intercept all or part of a third party's computer system, violate its integrity or security;
- aiding or abetting, in any form or manner whatsoever, one or more of the acts and activities described above;
- and more generally any practice that misuses the Services for purposes other than those for which they were designed.
12.4 If it appears that the Customer has violated or is likely to violate the provisions of the Agreement, KOHORTPAY may, at any time and without limitation of any other action, suspend or terminate the defaulting Account and/or use any means in order to obtain the forced execution of the provisions of the Agreement.
13. OBLIGATIONS AND LIABILITIES OF KOHORTPAY
13.1 KOHORTPAY undertakes to use its best efforts to guarantee high availability of the Solution. High availability" means that the Solution must be available 24 hours a day, 7 days a week with an availability rate of 99.8% except in cases where services are suspended or interrupted, in particular for the following reasons:
- solution maintenance ;
- events dependent on the actions of a third party and, in particular, any difficulties related to telecommunication operators and computer systems used by Members;
- force majeure events, as defined by the case law of the French courts;
- events dependent on the actions of the Customer and/or the Members, and in particular in the event of non-compliance by the latter with any of their obligations under the present Contract.
Consequently, the Customer acknowledges that KOHORTPAY cannot be held responsible for any interruption of service or delay in performance beyond its control and, in particular, that access to the Platform depends on the reliability, availability and continuity of connections from a number of third parties (telecommunications network operators, the public Internet, the User's infrastructure, etc.).
KOHORTPAY may suspend access to the Solution for scheduled maintenance or in the event of technical imperatives (emergency maintenance).
In the event of inaccessibility to the Solution due to malfunctions, KOHORTPAY will nevertheless make its best efforts to resolve such malfunctions as soon as possible and keep the User informed.
13.2 KOHORTPAY undertakes to use all best known means to prevent physical access to the server by any unauthorized third party and undertakes to implement the best known rules of the art, intended to prevent unauthorized computer access to the server.
13.3 KOHORTPAY undertakes to perform the obligations incumbent upon it with all the care customary in its profession and to comply with the rules of the art in force. KOHORTPAY's liability is exclusively limited to the provision of the Services in accordance with the terms and conditions described herein, to the exclusion of any other services.
13.4 KOHORTPAY will be liable according to the rules of common law, for all direct damages caused to the Customer under the Contract and duly proven, to the exclusion of indirect damages.
Consequently, KOHORTPAY cannot be held responsible for any damage resulting from :
- non-performance or improper performance by the Customer of its obligations under this Agreement;
- misuse of the Services by the Customer and/or its Members;
- a malfunction of the Service which (i) would be caused by modifications made to the Service and/or to the equipment running with them, by the Customer or any unauthorized third party; or (ii) would follow a refusal by the Customer to implement corrections, revisions and/or updates and/or workarounds relating to the Services in order to put an end to the malfunction or avoid its generation. In such cases, KOHORTPAY shall not be held liable under any circumstances:
- the results of its use;
- damage to property other than the Service;
- the suitability of the Service for the Customer's needs (which is a matter for the Customer to decide);
- loss or damage to information, files or databases or any other item for which the Customer hereby undertakes to ensure backup;
- any contamination of the Customer's files by a virus, and any harmful consequences of such contamination.
13.5 KOHORTPAY will not be liable for unforeseeable damages, nor for indirect and/or consequential damages such as loss of profit, financial loss, commercial loss, loss of customers, loss of orders, resulting from the use of the Services.
14. FORCE MAJEURE
The Parties shall not be held liable or in breach of their contractual obligations where failure to perform their respective obligations is due to force majeure as defined by the case law of the French courts. The contract between the parties is suspended until the causes of force majeure have ceased to exist. Force majeure takes into account irresistible facts or circumstances, external to the parties, unforeseeable and independent of the parties' will, despite all reasonably possible efforts to prevent them. The Party affected by an event of force majeure will notify the other Party within five (5) working days of becoming aware of it. The two Parties will then agree on the conditions under which performance of the Contract will continue.
15. SERVICE SUPPORT
KOHORTPAY provides remote assistance by telephone to assist Members in using the Solution between 9 a.m. and 6 p.m. Monday to Friday at the following address: https://help.kohortpay.com/fr
16. INSURANCE
Each of the Parties undertakes to maintain, for the entire duration of the Contract, a professional liability insurance policy with a reputable and solvent insurance company, to cover the financial consequences of any material or immaterial damage for which they may be held liable, caused by any event and attributable to any of their employees and/or partner companies during the performance of the Contract.
17. CONFIDENTIALITY
Each Party undertakes, both on its own behalf and on behalf of its employees and partner companies, to preserve the confidentiality of the confidential information exchanged (the " Confidential Information "). Confidential Information" means all information, regardless of its nature, form or medium, to which each Party has access in the performance of the Agreement, and in particular, but without limitation, any technical, industrial, financial or commercial data, or any other information or documents relating to the activities of each Party. Confidential Information does not cover documents, data or other information which are :
- known by one of the Parties on a non-confidential basis prior to their disclosure by the other Party;
- which have fallen or will fall into the public domain on the day of their disclosure;
- legitimately obtained from a third party not bound by an obligation of confidentiality ;
- independently developed by the Receiving Party, which has not had access to any information from the Disclosing Party;
- disclosed by virtue of a legislative or regulatory provision.
Each Party undertakes :
- to apply the same protection measures to Confidential Information as it applies to its own confidential information;
- to communicate Confidential Information only to its employees and collaborators who need to know it in order to provide the Services;
- not to disclose, publish or transmit to third parties the Confidential Information, in any form whatsoever, without the prior written consent of the other Party;
- to use the Confidential Information solely for the purposes of providing the Services.
18. PERSONAL DATA
- When using the Solution, KOHORTPAY, as the data controller, collects personal data concerning the Customer and its Members. KOHORTPAY complies, in the collection and management of this data, with Law No. 78-17 of January 6, 1978 relating to data processing, files and freedoms, in its current version as well as with the General Data Protection Regulation ("RGPD").
In this respect, Customers and Members are invited to consult the Vendor Privacy Policy available on the Site.
- KOHORTPAY is also qualified as a "joint controller", within the meaning of Article 26 of the RGPD concerning data processing carried out as part of the service offered to Participants using the KohortPay payment method on the Customer's e-commerce site. In this respect, Participants may take note of the Consumer Privacy Policy accessible on the Site.
19. INDEPENDENCE OF THE PARTIES
19.1 Each of the Parties is legally and financially independent, acting in its own name, for its own account and under its own responsibility. Nothing in this Agreement shall be construed as creating between the Parties any partnership, joint venture, agency, subsidiary, employee-employer relationship or association.
19.2 Each Party remains responsible for its acts, allegations, commitments, services, personnel and data. Neither Party may hold the other Party liable in any way whatsoever for its acts, allegations, commitments, services, personnel or data.
20. MODIFICATION OF THE CGV
20.1 KOHORTPAY may modify the Agreement in order to adapt them to its technical and commercial environment or to comply with current legislation.
20.2 In this case, KOHORTPAY will send the Customer an email notification at least thirty (30) days prior to the modification of the Agreement. The notification will remind the Customer that if he/she continues to use the Services after the end of the set period, this will mean that he/she accepts the new terms of the Agreement. If the Customer does not accept the modification, he may cancel his Account by clicking on the "Delete Organization" button on the "Organization" page, or by sending an e-mail to contact@kohortpay.com. This cancellation must be made before the new terms of the Contract come into force, otherwise the Customer will be deemed to have accepted the new terms of the Contract.
21. APPLICABLE LAW AND JURISDICTION
The law of the Contract is French Law.
In the absence of an amicable solution between the Parties, the courts within the jurisdiction of the Marseille Court of Appeal shall have exclusive jurisdiction to hear any disputes of any nature or relating to the interpretation or performance of this Contract, notwithstanding plurality of defendants, incidental or summary proceedings or third-party claims, unless otherwise provided by mandatory procedural rules.
Version in force since: October 31, 2023