Last Updated: 2 January 2025  

These General Terms and Conditions apply to you for any Services that you sign up for on www.paghalion-fr.com; www.paghalion.com; www.paghalion-hk.com (including through any of our Affiliates):

From the day you sign up for our Services, if on or after 17 October 2024. 

From 17 November 2024, if you signed up for our Services before 6th November 2024].

Our archived terms are available here. Please read our Updated Terms notice, which explains the changes to our legal terms.

PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE OUR SERVICES. THESE TERMS BECOME LEGALLY BINDING WHEN YOU CREATE AN ACCOUNT WITH US, CLICK AN “ACCEPT” BUTTON, CHECKBOX OR OTHER ELECTRONIC LIKE FORM OF ACCEPTANCE WHEN PRESENTED WITH THESE TERMS (THE “EFFECTIVE DATE”). YOU REPRESENT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY, YOU REPRESENT THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY AND TO PROVIDE ANY INFORMATION REQUIRED BY THESE TERMS ON BEHALF OF THAT ENTITY AND ITS END USERS (AS APPLICABLE).

Introduction

Thanks for choosing us! Our mission is to make shopping and online retail efficient and more accurate and to help our customers shop with precision. Please review these General Terms and Conditions (referred to as these “Terms”) carefully, as they form a part of the legal agreement between you and us in regards to the Services we offer. In these Terms, we refer collectively to these Terms, the Data Processing Agreement, the Documentation (as defined below), the Product Specific Terms and applicable Order Form(s) (as defined below) as the “Agreement”. The Agreement sets out the full terms of the legal agreement between you and us in relation to the Services we offer.  All references in this Agreement (and any documents included or referenced in it) to any documents or links shall refer to such documents or links as may be amended or updated from time to time.

The terms “you”,“your” or “Customer” refer to you, and the terms “we”,“us”,“our” or “Provider” refer to our contracting entity listed in Section 15 (Contracting Entity), unless otherwise stated on your Order Form. You or we may also be referred to individually as a “Party” and together as “Parties” in these Terms. An “Affiliate” means any entity that directly or indirectly controls, or is controlled by, or is under common control with, the Party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity or the power to direct the management and policies of the subject entity.

1. Your Account

1.1 Account Creation

You will be asked to create an account in order to use the Services. In order to create an account to use the Services, you must (a) be legally 16  at the time of using our Services; (b) review and accept this Agreement; and (c) provide registration information, including your email address  and create a password. You agree to (i) provide true, current, and complete information when creating an account; and (ii) keep that information true, current, and complete during your use of the Services. You are solely responsible for protecting and safeguarding your account, passwords, keys and any other access controls that are provided to you or generated as part of your use of the Services. For information about how we treat your personal information, please see  Section 5.3 (Your Data) of this Agreement.

1.2 Affiliate Accounts

If any of your Affiliates want to use the Services, (a) each Affiliate must accept these Terms individually and create their own account, which may require a separate Order Form; or (b) you may allow your Affiliates to use the Services without entering into a separate Order Form by providing such Affiliate(s) a login ID, password, and/or API key to access and use the Services. If you provide Affiliate(s) with access to your account, this Agreement applies to each Affiliate(s), and you are directly and primarily responsible for all access to and use of the Services by your Affiliate(s). In such cases, references in these Terms to “you” include a reference to your relevant Affiliate(s) and any users of your account, login ID, password, and/or API key from time to time.

2. Our Services

2.1 Services

The “Services” means all products and services provided by us or our Affiliates that are (a) ordered by you under any applicable ordering document (including applicable technical documentation made available to you through a Site) between the Parties or pursuant to a Partner Sales Agreement (as defined below) that specifies pricing and other commercial terms (“Order Form”); or (b) used by you. The Services are designed and intended for commercial use only and are not intended for personal or private individual or consumer use. As our Services are business oriented, you should understand that our Services do not provide access to emergency services or emergency service providers including the police, fire departments, or hospitals, or otherwise connect to public safety answering points. You should ensure that you have separate access to those services using your regular communication channels such as phone or mobile.

2.2 Our Affiliates

Our Affiliates may provide the Services, or a portion thereof (including ancillary services, such as billing), to you in accordance with these Terms and any applicable Order Form(s). We will (a) be responsible for the Services our Affiliates provide and (b) not be relieved of our obligations under these Terms if our Affiliates provide the Services or a portion thereof. Where this Agreement refers to obligations you owe to us and obligations we owe to you, we may exercise our rights and entitlements and discharge our obligations through our Affiliates.

2.3 Changes to the Services

From time to time, we may change the features and functions of the Services. If we make material changes, we will use reasonable efforts to notify you of such changes, such as by posting an announcement on our website or sending you an in-application notice or email. We agree such changes to the Service will not materially diminish the overall features or functionality of the Services. Your continued use of the Services following the posting or notice of the changes will constitute your acceptance of such changes. If you do not agree to such changes, you must stop using the Services immediately. If applicable law requires us to give you specific notice of any such change, we will notify you in accordance with Section 12 (Changes to These Terms). While we endeavour to keep our Site informative and up to date, you acknowledge and agree that not all features and functions described on the promotional or descriptive sections of the Site from time to time may be available to you and your use of our Services will be as made available in-application in accordance with Section 2.1 once you become a Customer.

2.4 Account Suspension

While we have no obligation to screen or monitor any content or communications or any use(s) or user(s) of your account, we may suspend your account(s) immediately if we reasonably believe: (a) that you or any users of your Customer Application (as defined below) have materially breached any part of this Agreement, including our Product Specific Terms, the Acceptable Use Policy and any limitations included in an Order Form or on a Site; (b) that our provision or your or another user’s use of the Services is or becomes prohibited by applicable law or regulation or the terms of any third-party provider(s); (c) there is any use of the Services by you or any users of your Customer Application that threatens the security, integrity, or availability of the Services or constitutes fraudulent or illegal activity; or (d) that your account information is untrue or incomplete. If we suspend your account due to your actions or omissions pursuant to this Section 2.4 or Section 4 (Fees and Payment Terms), to the greatest extent permitted by applicable law, we will have no liability for any damages, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result. You remain responsible for the Fees (as defined below) during any suspension.

2.5 Maintenance and Downtime

Our Services may become temporarily unavailable: (a) to perform scheduled or unscheduled maintenance, modifications, or upgrades; (b) due to hardware failures, power outages, or failures of third-party providers; (c) to mitigate or prevent the effects of any threat or attack to the Services or any other network or systems on which the Services rely; or (d) as required for legal or regulatory reasons. We will make a reasonable effort to notify you in advance of any Services’ scheduled unavailability. Except as provided for in an Order Form, to the greatest extent permitted by applicable law, we will have no liability for any damages, losses (including any loss of data or profits), or any other consequences that you may incur as a result of unavailability of Services or the failure to provide notice of unavailability.

2.6 Beta Products

Beta Products. You may be permitted to use our Services free of charge, or we may invite you to test products or features of our Services that are not generally available to all of our customers or to the public (collectively, “Beta Products”). Beta Products may contain bugs or errors that could impact your use of the Services. You agree to use Beta Products at your own risk and acknowledge that we may discontinue beta features at any time without notice. We are not obligated to provide Beta Products to any customer or to our general customer base and may choose to discontinue a Beta Product at any time.

3. Responsibilities

3.1 Our Responsibilities

We will (a) make the Services available to you in accordance with (i) the Agreement, including any applicable Order Form(s), and (ii) any publicly available technical documentation for such Services made available to you through our, or any of our Affiliate’s, web domain (“Site”), which may be updated from time to time (“Documentation”); (b) maintain a written and comprehensive information security program which includes appropriate physical, technical, and administrative controls to protect the security, integrity, confidentiality, and availability of Customer Data including protecting Customer Data against any unauthorized or unlawful acquisition, access, use, disclosure, or destruction (“Security Overview”), a summary of which is available here (as may be amended from time to time); and (c) provide the Services in accordance with all laws applicable to us in our provision of the Services to customers generally (i.e. without regard to your particular use of the Services). We reserve the right to select the technical methods necessary to ensure and/or optimize delivery of the Services in accordance with this Agreement.

3.2 Your Responsibilities

(I) You agree to use the Services only in accordance with how the Services have been made available to you by us, this Agreement (including any applicable Documentation and Product Specific Terms), Order Form(s) and applicable law. You will be solely responsible for (a) all use of the Services under your account, including prohibited acts such as reverse engineering, copying, disassembling, decompiling, or modifying or creating derivative works of any part of the Services (or any of them); (b) all acts, omissions, and activities of anyone who accesses or otherwise uses your account or any Customer Application (defined below), including your end users, and their compliance with this Agreement; (c) any data and other information or content submitted by you or for you (or by a user of your Customer Application) under the Agreement and processed or stored by the Services (“Customer Data”); and (d) all applications, web domains, devices, and communication channels owned or controlled by Customer or by third parties, or made available to Customer or its actual users which access, use, interact with, integrate or depend on the Services (each, a “Customer Application”). 

(II) You will not transfer, resell, lease, license, or otherwise make the Services available to third parties (except as specifically permitted under the Agreement to allow users to access the Services via a Customer Application). You agree to provide prompt and reasonable cooperation regarding information requests we receive from law enforcement, regulators, or communications providers. 

(III) We will apply appropriate security measures in accordance with our Security Overview and may suspend your account if we believe it has been compromised. However, we do not police for and cannot guarantee we will learn of or prevent any inappropriate access to your account and use of our Services. You are solely responsible for preventing unauthorized access to or use of the Services through your account and will notify us promptly to legal@paghalion-fr.com of any such unauthorized access or use. Except to the extent caused by our failure to implement or comply with the Security Overview, we are not responsible for unauthorized access to or use of your account or the Services and you will continue to be charged in respect of any such access. 

(IV)  You agree to use the Services only in compliance with the Acceptable Use Policy (the “AUP”). We may remove any content from the Services and/or suspend your access to the Services without prior notice where we become aware of inappropriate usage in violation of the AUP.

(V) We are not liable for any damages, liabilities, losses (including any loss of data or profits), or any other consequences you may incur as a result of any suspension or removal of content by us in accordance with this Section 3.2. 

3.3 Partners and ISVs

3.3.1 Direct customers

This Agreement specifies the terms and conditions on which the Services will be provided by us. In the event you purchase Services from us following a referral from an authorised partner of ours or you purchase the consultancy services of third party partners (such as implementation services) in respect of our Services, we may share limited information (including Customer Data) with such partner solely in connection with discharging any referral fee payments owed by us to the partner or solely to assist you in procuring the third party consultancy services in respect of our Services.

3.3.2 Indirect customers

In the event you purchase our Services through an authorised partner of ours (“Partners”), such purchase will be subject to a separate agreement or ordering document between you and the Partner, which shall address, as between you and Partner, relevant applicable terms (“Partner Sales Agreement”). In the event of any conflict or inconsistency between this Agreement and the PartnerSales Agreement, this Agreement exclusively governs and shall take precedence in respect of the Services provided by us. Any disputes, queries or other matters related to the Partner Sales Agreement shall be handled directly between you and the Partner. If you fail to fulfill your payment or other obligations to the Partner, we and/or the Partner may suspend provision of Services to you. The Partner may exchange information (including Customer Data) with us, and vice versa, for the sole purpose of the PartnerSales Agreement and this Agreement and you consent to such information exchange.

3.3.3 ISVs

We do not permit incorporation, integration or embedding of our Services into your services for the purpose of sale to third parties as an independent software vendor or otherwise (“ISV Use Case”). However, we may give our express written consent pursuant to an Order Form agreed with you in respect of the ISV Use Case, in which case the ISV Use Case terms here (as may be amended from time to time) shall apply in addition to these Terms and be deemed incorporated into this Agreement. Without limiting or affecting the foregoing, we reserve the right to require you to become an approved Partner pursuant to our separate Partner program in order to be permitted to carry out an ISV Use Case in respect of our Services. See details of our separate Partner program here.

3.3.4 Resellers

We do not permit resale of our Services under these Terms. To be permitted to resell our Services, you must become an approved Partner and enter into a separate resale agreement with us. See details of our separate Partner program here.

4. Fees and Payment Terms

4.1 Price Quotations

 Unless explicitly specified otherwise in the price quotation or by us in writing, all price quotations are non-binding and may be adjusted at any time, particularly if other or additional information is provided.

4.2 Fees and Billing Information

You agree to pay all fees in accordance with the then current applicable rates, which may be updated from time to time and available at www.paghalion-fr.com; www.paghalion.com; www.paghalion-hk.com (or as otherwise specified for the Services of our Affiliates), unless otherwise specified in the applicable Order Form(s), documentation on the Site, or an invoice (“Services Fee”). Where we list or agree the Services Fees in an Order Form with you, we reserve the right to update fees from time to time for Services which comprise transactional services under the Order Form. You will provide complete and accurate billing and contact information and notify us of any changes to such information.  Your use of the Services may be subject to certain usage limitations listed in the Order Form or in documentation on the Site (“Limitations”). If your use of the Services exceeds those Limitations, you will pay the applicable Overage Fee listed for such Services in the Order Form or as described on a Site. Overage Fees will be considered part of the Services Fee and will be deducted from any Prepaid Balance (as defined below) or invoiced or charged to the credit card or other payment information on file, as applicable, based on the Overage Billing Frequency stated in the Order Form or as listed in  your portal on the Site. If the Overage Billing Frequency is not listed in the Order Form or in your portal on the Site, the Overage Fees will be billed and due in accordance with Section 4 (Fees and Payment Terms) of these Terms. If a Service is subject to Limitations, without applicable Overage Fees, we reserve the right to throttle or suspend your access to the relevant Service if you exceed the Limitations.

4.3 Add-ons

Some features and services are offered as add-ons to the Services. If you add on a feature or service that has an additional fee, this may be deducted from your Prepaid Balance (as defined below) or you will be billed that additional amount, with each billing cycle for as long as the add-on is active.

4.4 Taxes

All Services Fees are exclusive of any (a) applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including sales, use, value-added, consumption, communications, digital services tax or withholding taxes; and (b) other indirect taxes, including any related interest and/or penalties and other government duties, as well as any other costs including transaction costs or bank transfer fees (collectively, “Taxes”). Taxes, other than withholding taxes, will be shown as a separate line item on an invoice.  You are responsible for all Taxes associated with the Services and these Terms, excluding any taxes based on our net income (being corporate income tax), property, or employees. We may deduct applicable Taxes from any Prepaid Balance. If you are exempt from any Taxes, prior to each order you are responsible for providing us with a valid tax exemption certificate or a value added tax identification number (“Tax Exemption”). If Taxes should be accounted for under a reverse charge mechanism or similar procedure, it is your responsibility prior to each order to provide us with a valid registration number. If for any reason the appropriate taxing authorities determine that you are not exempt from any Taxes and we pay such Taxes, you agree to pay any such Taxes, including any applicable interest or penalties imposed by the appropriate taxing authorities, and we will invoice you or may deduct the said amounts from your Prepaid Balance. You may withhold or directly pay Taxes with your purchase of the Services if required to do so by applicable law, but we will not be responsible for the determination of, or the application of, such Taxes.  In circumstances  where you withhold Taxes, you undertake to provide us with necessary documentation to evidence such withholding is required and has been done in accordance with  applicable law. If and to the extent a withholding of Taxes is required by law, the Services Fees will be increased by such additional amounts as will ensure that the net amount we receive equals the full amount as would have been received by us had the withholding not been required.

4.5 Surcharges

All Services Fees are exclusive of any applicable government, regulatory, or communications service (for example, over the top communications providers or electronic communication provider (e.g., carrier)) fees or surcharges (collectively, “Communications Surcharges”). You will pay all Communications Surcharges associated with your use of the Services. When required by applicable law or otherwise at our election, Communications Surcharges will be shown as a separate line item on an invoice. Communications Surcharges may change at any time. Please consult our website for updates to relevant Communications Surcharges from time to time.

4.6 Currency

All Fees shall be paid in the currency specified in the applicable Order Form or otherwise as listed on the Site. If no currency is specified, Fees are in Euros. If any Fees are paid in a currency other than Euros, the amount of such payment shall be calculated according to the official exchange rate as listed by a recognized conversion service selected from time to time by us on the day when payment is made. We reserve the right to convert the currency of any third party fees applicable to our services (including any Communications Surcharges or third party service provider fees) in any Order Form or invoice and to update such currency conversation from time to time and, where applicable, will do using a recognized conversion service selected by us at the relevant time. 

4.7 Prepaid Balance

Unless otherwise specified in the Order Form or on the Site, any prepaid balance, deposit, wallet funds or other credits (including any lodgement, deposit or top-up of funds using a prepay wallet or credit feature on our Site) (“Prepaid Balance”) you purchase or make will lapse if you do not use the Prepaid Balance within one year after the purchase date of the Prepaid Balance (or relevant part of it). Subject to Section 11.5 (Refund or Payment upon Termination), we are not obliged to refund any Prepaid Balance, including in circumstances where we suspend or deactivate your account because of non-compliance with this Agreement. The Prepaid Balance will be used and depleted for any Services used by your account. Unless otherwise specified in the Order Form or on the Site, we may require you to have a Prepaid Balance or a minimum Prepaid Balance in order to use our Services. We may refuse to provide Services where you have an insufficient Prepaid Balance. When you elect or are required through the Site or an Order Form, your Prepaid Balance may be subject to automatic top-up via a valid credit card, direct debit, standing order or other analogous automatic payment method. You authorise us to implement any such automatic top-up and such top-up will be added to and used as part of your Prepaid Balance. It is your responsibility to ensure that you have registered a valid payment method for such automatic payments to be effected.  From time to time, we may (but are not obliged to) allow your account to have a negative Prepaid Balance for a temporary period. In such cases, you will need to promptly top-up your account in order to continue using our Services. Without limiting our other rights and remedies under this Agreement, we reserve the right to suspend your account or the Services where you have a negative Prepaid Balance. We reserve the right to specify a maximum Prepaid Balance and to deduct any amounts owing by you to us under this Agreement (including Fees and otherwise) from the Prepaid Balance.

4.8 Payment Terms

Payment obligations are non-cancellable and Services Fees, Taxes, and Communications Surcharges (collectively, "Fees") once paid, are non-refundable to the greatest extent permitted by applicable law. Except as otherwise set out in an applicable Order Form(s) and subject to Section 4.11 (Payment Disputes), you will pay the Fees due under these Terms in accordance with the following applicable payment method: (a) if we agree that you may remit fees using a credit card, you represent and warrant that you are authorized to use that credit card, that any and all Fees may be billed to that credit card, and that payment of such Fees will not be declined, and you expressly authorize us and/or our third-party payment processor to charge the applicable Fees on said credit card; or (b) if we agree that you may remit fees using a direct debit, standing order or other form of automatic bank or payment mandate (“Automatic Debit Mandate”), you represent and warrant that you are authorized to apply that Automatic Debit Mandate, that any and all Fees may be discharged using that Automatic Debit Mandate, that payment of such Fees will not be declined, and you expressly authorize us and/or our third-party payment processor to implement the Automatic Debit Mandate; or (c) if we agree that you may remit fees by means of an invoice, invoices will be sent to you at the frequency set out in the applicable Order Form and you will pay the Fees due within fifteen (15) days of the date of the invoice. If you are subject to a credit limit, we may invoice you when (and each time) the credit limit is reached (if this arises earlier than the agreed invoicing frequency set out in the applicable Order Form) and such invoice is payable within fifteen (15) days of the date of the invoice. Notwithstanding the foregoing, you agree to pay any Fees incurred which exceed any applicable credit limit. We reserve the right to require you to set up an Automatic Debit Mandate in order to use our Services. You agree that payment is not conditional on the completion of submission by us of any registration, forms or purchase orders and you may not withhold or delay payment on that basis. 

4.9 Late Payment

If you fail to pay the Fees in a timely manner, we may (a) assess and apply a late fee of the lesser of 1.5% per month on the value of the unpaid Fees or the maximum amount allowable by applicable law and/or (b) suspend the Services to all of your accounts until all unpaid Fees are paid in full Without limiting or affecting the foregoing, where we permit you to pay by invoice and you fail to pay the Fees in a timely manner, we reserve the right, on the first (1st) day of the payment delinquency or thereafter to automatically (i) adjust any applicable credit limit and/or (ii) convert your payment terms to prepaid and cease to provide any further Services until either (y) the overdue Fees are paid and a valid Automatic Debit Mandate is set up by you with respect to future Fee payments or (z) the overdue Fees are paid and a sufficient Prepaid Balance is put in place with respect to future Fee payments. You will be notified of such update via the Site or email or other written notification to the address you provided.

4.10 Collection Notices

If you still fail to pay the Fees after we send you a notice via email, we may send overdue payment reminder notifications via alternate means of communication such as SMS and any other communication channels available using the contact information provided by you. You agree to receive such communications via those means. We may also use the services of an external debt collection agency and/or assign your debt to a debt factoring agency and may share your information with them solely for the purposes of fee collection and associated communications.

4.11 Payment Disputes

You must notify us in writing within fifteen (15) days of the invoice date for any Fees that you wish to dispute, or you will not be able to bring a dispute. So long as you act promptly and cooperate with us to reach a resolution, we will not charge you a late fee or suspend the provision of the Services for unpaid Fees that are in dispute, unless we determine your dispute is not reasonable or brought in good faith. All undisputed fees remain due according to schedule. 

4.12 Affiliate Billing

Our Affiliates may directly bill you (a) for the Services they provide; or (b) as a billing agent or representative for us or another Affiliate of ours providing the Services.

5. Intellectual Property and Data

5.1 Ownership of the Services

We and/or our licensors, as applicable, own and reserve all right, title, and interest, including intellectual property rights, in and to the Services, the Documentation, and all modifications, extensions, customizations, scripts, or other derivative works of the Services and the Documentation.

5.2 Our Data

We own and reserve all intellectual property rights in and to any data that is derived from the use of the Services, including data that does not directly or indirectly identify you, your Affiliates, or users of your Customer Application, and, subject to applicable law, data that is de-identified and aggregated such that it does not identify the identity of you or users of your Customer Application to any third party (“Provider Data”). We grant to you a worldwide, limited-term, non-exclusive, non-transferable, royalty-free license during the applicable Term to access and use the Provider Data solely for your use of the Services in accordance with the Agreement. 

5.3 Your Data

You exclusively own and reserve all intellectual property rights in and to each Customer Application and Customer Data. You grant to us and our Affiliates the right to process Customer Data as necessary to provide the Services in a manner consistent with this Agreement including the Data Processing Agreement and our Privacy Statement. Your agreement to these Terms constitutes agreement to the terms of the Data Processing Agreement, which is incorporated into these Terms by reference. 

5.4 Application License

For the sole purpose of providing the Services in accordance with this Agreement, you grant us and our Affiliates a worldwide, royalty-free, non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute, any Customer Data  introduced by you or on behalf of you into the Services, such as, but not limited to, software or web applications you create in the course of using the Services. The rights granted under this clause shall not be deemed to have lapsed as a consequence of any non-use under applicable laws. 

5.5 Feedback

We appreciate any suggestions, recommendations, or feedback regarding our Services or otherwise, but please note that they are entirely voluntary and we own and reserve all intellectual property rights in and to any feedback provided by you or any users of your Customer Application or our Services through your account. Where the foregoing assignment of right is prohibited by applicable law, you hereby grant us an exclusive, transferable, worldwide, perpetual, royalty-free, fully paid-up license (including the right to sublicense) to use and exploit all feedback as we may determine in our sole discretion. This does not limit or affect your rights or our obligations under the Data Processing Agreement.

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