Payment Gateway Service Agreement

This Payment Gateway Services Agreement (hereinafter referred to as the “Agreement“) is entered into by and between:

RUCKPAY SAS, a company registered in France under company number 951 383 868 – RCS Paris, having its registered offices at 60 Rue François 1er, 75008 Paris, France (hereinafter referred to as “RuckPay” “we”, “us” or “our”),


XXXXX, a company registered in XXXX under company number XXXXXX, having its registered offices at XXXXX (hereinafter referred to as the “Merchant“, “you” or “your”).

Each a “Party”, together hereinafter referred to as the “Parties”.

This Agreement sets out the terms and conditions under which the Merchant may utilize the Payment Gateway Services.

You may not access or use any Services unless you agree to abide by all the terms and conditions of this Agreement.

This Agreement is made effective as of the date of last signature by the Parties’ duly authorised representatives.

The Parties hereby agree as follows:


  1. RuckPay is an entity that has a commercial relationship with an Acquirer (i.e. a Financial Institution regulated and approved by the Visa and MasterCard Card Associations that accepts and processes credit card payment transactions on behalf of Merchants).
  2. RuckPay via its Payment Module offers e-commerce Merchants the possibility to accept debit and/or credit card payment transactions from their customers (hereinafter referred to as the “Payment Transaction Processing Services”).

1. Definitions

The following terms are defined as follows:

1.1 Acquirer: A Financial Institution regulated and approved by the Card Schemes that accepts and processes credit card payment transactions on behalf of Merchants.

1.2 Account: The account held with RuckPay on behalf of the Merchant.

1.3 Agreement: This Payment Gateway Services Agreement, including all exhibits, supplemental agreements, policies and other schedules and documents incorporated herein.

1.3 API: The application programming interfaces that can be used to access the Payment Module.

1.5 Beta Services : Preliminary services not yet available to all.

1.6 Brand(s): Any logo, trademark, trade name, slogan or any other indication of ownership.

1.7 Breakdown: Any unexpected interruption or involuntary modification of the normal operation of the Payment Module.

1.8 Card Schemes: Sometimes referred to as card networks, are organizations that facilitate payment card transactions and define the conditions under which payment cards may be issued and used. Card Schemes include among others Visa®, Mastercard®, American Express®, Discover®, China UnionPay® and JCB®.

1.9 Chargeback: Procedure for reimbursing a Transaction via the same Payment Method used to complete said Transaction, after the Customer has successfully disputed said Transaction with the Financial Institution that provided him with his payment tool (e.g. the issuer of his credit/debit card). Chargebacks may result from (i) the invalidation of a Transaction by a Financial Institution or Intermediary; (ii) the erroneous or unauthorized execution of a payment; and/or (iii) the submission of a Transaction in violation of applicable Payment Method rules.

1.10 Customer(s): Customer(s) who wish to purchase the products and/or services You provide via the Payment Module.

1.11 Dashboard: Web page made available to the Merchant by RuckPay via an access code, through which the Merchant can consult the data recorded on his past Payment Transactions and/or the various parameters relating to the services provided to the Merchant by RuckPay, which can be modified via this page.

1.12 Data Protection Laws: All applicable data protection and privacy laws, including without limitation the GDPR, and all national laws and regulations in all member states of the European Economic Area (EEA), which may be amended, repealed, consolidated or replaced from time to time.

1.13 Fees: Compensation paid to RuckPay for the use of the Payment Module. Fees include Transaction fees (such as processing a payment) as well as fees related to other events related to the operation of your RuckPay Account (such as processing a debit or disputed transaction).

1.14 Financial Institution: The Financial Institution to which the Payment Module is connected and which processes Transactions for which an order has been placed via the Payment Module.

1.15 Fraud: Dishonest act using unfair means in order to obtain undue advantage, consent or in order to circumvent legal or regulatory obligations.

1.16 Fraud Protection Solution: Fraud detection and prevention software provided to the Merchant by RuckPay.

1.17 Intermediary(ies): Intermediary(ies) between RuckPay and the Card Schemes, including Visa, MasterCard and American Express, the networks they use for the transmission and processing of transactions, and judicial or governmental bodies.

1.18 Merchant: An organization that uses the RuckPay Payment Module to sell its products and/or services to Customers.

1.19 Multi-currency processing: RuckPay and the Financial Institution may process Transactions in different foreign currencies, including settling Transactions in a currency other than that in which the Merchant has accepted payment from its Customer(s).

1.20 Payment Information: Any personal financial information related to a transaction processed via the Payment Module.

1.21 Payment Method: The mean in which a Customer wishes to pay the Merchant for goods or services offered online. The Payment Method must be offered by RuckPay to the Merchant, and transactions must be processed via the Payment Module.

1.22 Payment Module : Software developed by RuckPay through which (i) transactions are presented to the Financial Institution for processing; (ii) information on the progress of payment processing can be sent to the Merchant by e-mail; (iii) the Merchant can consult data relating to Transactions via the Dashboard.

1.23 Payment Services: All services provided by the Financial Institution including online payment processing, recurring payments, payment routing, fraud control, reporting and/or other services enabling the Merchant to use the Payment Module and other payment services offered by RuckPay.

1.24 Payment Transaction Processing Services: RuckPay offers e-commerce Merchants the ability to accept debit and/or credit card payment transactions from their Customers.

1.25 Personal Data: Any information relating to an identified or identifiable natural person as defined by the General Data Protection Regulation (hereinafter referred to as “GDPR”).

1.26 Security Measures: Any procedures or measures developed by RuckPay and offered to the Merchant in order to reduce the risk of fraud during the use of the Payment Module.

1.27 Refund: Complete or partial refund of a Customer’s payment for an existing Transaction.

1.28 Transaction(s): All Orders placed via the Merchant’s Website for the purchase of the Merchant’s products and/or services, and for which payments have been presented by RuckPay to the Financial Institution for processing. Refunds are also defined as Transactions.

1.29 Web Site/Internet Site: One or more hyperlinked Web/Internet pages or other services operated by the Merchant, accessible from an Internet browser, on which Customers may view content and, where applicable, purchase products or services offered by the Merchant.

1.30 3-D Secure Authentication: A strong customer authentication protocol designed to be an additional security measure for online credit and debit card transactions, incorporating single-use access codes. 

2. Registration Procedure

2.1 The RuckPay Services are intended for legal entities only. The RuckPay Services are not intended for individuals who wish to receive payments for personal reasons. You must register with RuckPay and obtain RuckPay’s consent before using our Services.

2.2 By accepting the terms and conditions of this Agreement, You represent and warrant that (a) all information provided to RuckPay is complete and accurate in all respects, and (b) You agree to promptly update such information in the event of any change so that it remains complete and accurate at all times.

2.3 You must inform RuckPay without delay of any changes to your company name, articles of association, corporate structure, type of services and products sold and/or any other changes relevant to the matter in question. RuckPay may ask you for additional information or supporting documents, either at the time of your integration and/or subsequently, which you undertake to provide on request as soon as possible.

2.4 We reserve the right to suspend your Account or terminate the contractual relationship between us with immediate effect if the information is not up to date and/or if you are unable to provide us with the information requested on our first request.

2.5 You represent and warrant that you have the legal capacity to enter into this Agreement. RuckPay reserves the right, at its sole discretion, to refuse to provide Merchant with Payment Transaction Processing Services.

2.6 Capitalized terms not otherwise defined herein shall have the meaning set forth in Section 1.

3. Services provided by RuckPay

3.1 Payment Module.

3.1.1 The Payment Module provides Merchant with Payment Transaction Processing Services in accordance with the provisions hereof, and at the rates as set forth in the fee schedule set forth in Exhibit A to this Agreement.  

3.1.2 The Payment Module allows Merchant’s Customers to choose between different Payment Methods. Each Payment Method has its own characteristics, risks, conditions of use, cost structure, payment terms, operating procedures and opportunities for Customers to dispute payments, claim refunds or make chargebacks.

3.1.3 The conditions of use of each Payment Method are clearly stated on our website when a Payment Method is activated via the Dashboard. By choosing one of the Payment Methods offered, you acknowledge and declare that you have read, understood and accepted the conditions of use relating to the chosen Payment Method. RuckPay may subsequently add new Payment Methods, which must be activated in the Payment Module before they can be used. RuckPay reserves the right to delete Payment Methods and/or to refuse the Merchant the use of a particular Payment Method.

3.2 Transactions.

3.2.1 RuckPay only processes Transactions authorized by the relevant Intermediary and/or Financial Institution involved in the selected Payment Method. It is the Merchant’s responsibility to verify the accuracy of the Transaction data presented on the Payment Module in connection with the purchase of the Merchant’s products and/or services.

3.2.2 For each Transaction, an independent contractual relationship is created (a) between You and the Customer(s), and (b) between the Financial Institution and You. RuckPay is explicitly not involved in these contractual relationships, which means that RuckPay has no obligation with regard to these contractual relationships.

3.3 Chargebacks.

3.3.1 You have the right to challenge Chargebacks requested by your Customers. We can assist you in disputing them with our notifications and defense module.  However, we accept no responsibility for any assistance we may provide in contesting Chargebacks.

3.3.2 You agree to provide us, at your own expense, with the information necessary to enable us to investigate and assist you to the best of our ability in defending chargeback disputes within three (3) business days (unless otherwise specified) of receiving our Chargeback Notifications.

3.3.3 Furthermore, in order to assist you in defending chargeback disputes, you authorize us to share such necessary information with the Financial Institution.

3.3.4 You are aware of and accept the fact that a delay in communicating or failure to communicate complete and accurate information necessary to defend your chargeback disputes may render the latter final and irreversible.

3.3.5 RuckPay reserves the right to charge additional fees for its investigation and mediation in the defense of your chargeback disputes.

3.4 Refunds. Payment of Transaction Refunds by the Financial Institution will be made as configured in the Dashboard.

4. Merchant Obligations

4.1 Representation by the Merchant. The Merchant represents and warrants that at all times during the term of the Agreement: (i) all representations made by or on behalf of Merchant are true, accurate and complete in all respects; (ii) Merchant is engaged in a lawful business and has all necessary rights and authorizations to sell and distribute its products and/or services ; (iii) Merchant will comply, at its own expense, with all laws, directives, regulations, ordinances or rules applicable to Merchant, including, without limitation (a) the Card Schemes Rules; and (b) any regulatory body or agency having jurisdiction in the matter.

4.2 Compliance with Laws and Regulations.

4.2.1 You represent and warrant that your activities are in compliance with applicable laws/regulations and the terms of this Agreement.

4.2.2 You shall ensure the proper implementation and use of the Payment Module.

4.2.3 You must inform your Customers of the correct use of the Payment Module.

4.2.4 You represent, warrant and covenant that you will not commit any act (whether actively, passively or by omission), and that none of your Customers will commit any act, which You know or ought reasonably to know is likely to result in fraudulent, punishable and/or illegal use of the Payment Module, or which may breach the terms of this Agreement.

4.2.5 RuckPay reserves the right to refuse to provide Payment Services to You if RuckPay believes that your action creates a risk to RuckPay or violates applicable laws and regulations.

4.3 Username and Password.

4.3.1 You must choose a username and password to enable you to access your RuckPay Account and use the Payment Transaction Processing Services.

4.3.2 You undertake to restrict access to your login details and your RuckPay Account to those employees and agents who are authorised by their function to access, and will ensure that each of your employees and agents authorised to access and use the Payment Module is aware of and complies with all applicable provisions of this Agreement.

4.3.3 Your username and password are unique to you and of a confidential nature, and must be treated as such with due care. As such, you are solely responsible for any damage and/or loss resulting from misuse of your username and password, and you must inform RuckPay as soon as possible of any loss, theft and/or misuse thereof.

4.4 Obligation to provide information and transparency to your Customers.

You are responsible for the clear and orderly inclusion of the following information on your website/Internet site for the attention of Your Customers:

  • The Brands of the Payment Methods offered;
  • Your contact details (or those of your customer service), including at least your address, telephone number and e-mail address, as well as your registration number;
  • A full description of your products and/or services, the prices of your products and/or services, delivery times and methods and any associated costs, as well as the various payment methods and your General Terms and Conditions;
  • Where applicable, any information about your subscriptions, the duration of the subscriptions, whether there is recurring payment and the way in which subscriptions may be terminated;
  • Your refund, return and termination policy (e.g. if you have a limited refund policy, which must be clearly communicated to your Customer prior to purchase);
  • A “Click to Accept” button, or other acknowledgement, attesting to your Customer’s free and informed consent to your returns/refunds policy and your General Terms and Conditions;
  • Your Consumer Data Privacy Policy; and
  • Your security capabilities and policy covering the transmission of credit card information when the Payment Method is used and/or any other sensitive Customer information related to the use of other Payment Methods.

4.5 Handling Customer Complaints.

4.5.1 You are solely responsible for supporting your Customers. You must reply to your Customers’ e-mails within a reasonable time, when these e-mails concern your products/services or the use of the Payment Module.

4.5.2 You must be clear and proactive in communicating your General Terms and Conditions, your delivery policy and how any delay in delivery or order cancellation will be dealt with.

4.5.3 If RuckPay receives complaints about You that require investigation by RuckPay, RuckPay reserves the right to charge you for the costs of such investigation.

4.5.4 RuckPay is not responsible to You or Your Clients for the handling of such complaints and RuckPay remains explicitly outside any contractual relationship between You and Your Clients.

4.6 Know Your Customer (“KYC”) and anti-money laundering procedures.

4.6. 1 In order to enable our Financial Institution partner to comply with applicable laws, including but not limited to anti-tax evasion and anti-money laundering laws and regulations, and requirements of Payment Regulations, the Merchant must, prior to entering into this Agreement, and regularly thereafter during the term of this Agreement,  provide information about its financial position, solvency, activities, acquisition and payment processing arrangements, beneficial shareholders, Products/Services, registered office address and all licences and regulatory registrations required to sell its Products/Services.

4.6.2 Notwithstanding the foregoing, RuckPay may also require You to provide additional information such as:

(i) An estimate of the average time between the authentication of the transaction and the delivery date of the Product/Service; and

(ii) Your ability to provide the Products/Services.

4.6.3 If the above information is not provided, RuckPay reserves the right to suspend the provision of Payment Transaction Processing Services until the missing information is received.

4.6.4 In order to allow You to continue to access the Payment Methods and/or for any ongoing monitoring purposes, You authorise RuckPay to transfer the data/information received as part of the KYC procedure to the partner Financial Institution and Intermediaries.

4.7 Merchant’s obligations in relation to the Processing of Transactions and Refunds.

4.7.1 You must ensure that all data required to process a Transaction and/or Refund (including that required for fraud checks) is provided with each Transaction and/or Refund.

4.7.2 If such data is missing, RuckPay reserves the right to immediately suspend the processing of the incriminated Transaction and/or Refund.

4.7.3 RuckPay cannot be held responsible for the non-execution or defective execution of a Transaction and/or Refund if the data provided by the Merchant is incorrect.

4.7.4 For all Payment Card transactions, 3-D Secure authentication will be offered. 3-D Secure authentication is required and sometimes imposed by the Financial Institution and Intermediaries to prevent any fraud attempt.

4.7.5 Where 3-D Secure authentication is offered and You choose not to use this option, You agree that additional charges and other restrictions may apply.

4.7.6 RuckPay cannot be held responsible for delays in the response time of 3-D Secure authentication or for any malfunction of 3-D Secure authentication, where such malfunction is attributable to third parties such as, where applicable, issuing banks and/or their 3-D Secure solution providers.

4.7.7 You agree to comply with and implement all requirements of applicable data protection laws for the processing of all Personal Data transmitted to the payment module.

4.7.8 If you fail to comply with your obligations, or if RuckPay is requested or required to do so by an Intermediary, Financial Institution, court or other governmental body having jurisdiction in the matter, RuckPay shall be entitled to suspend its obligations to you.

4.7.9 In all circumstances, You must comply with the rules of the Payment Card Industry Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PCI Software Security Framework) (

4.7.10 You must provide RuckPay with proof of PCI-DSS compliance prior to entering into this Agreement and annually thereafter, or as required upon request. In accordance with PCI-DSS, the aforementioned proof of compliance shall include the Merchant’s mandatory declaration that the Merchant only uses suppliers that meet PCI standards for the storage and transfer of payment data, in particular but not limited to card numbers (referred to as Master Account Number or PAN), card expiry dates and CVV2 code. You are advised not to store such data and it is strictly forbidden to store the CVV2 code in any form whatsoever.

4.7.11 Notwithstanding the foregoing, in the event of Account compromise due to the actions of the Merchant, the Merchant shall be solely responsible. In the event that RuckPay and/or an Intermediary conducts an investigation following an Account compromise, and costs are incurred in carrying out such investigation, You agree to pay in advance such costs and any related fines/penalties. RuckPay shall notify you in advance of the amount or provide you with an estimate of such costs. Information on PCI-DSS can be found on the PCI Security Standards Council website (

4.7.12 In your General Terms and Conditions that govern the contractual relationship with your Customers, You must state that You use RuckPay to process Transactions, and that your Customer’s Personal Data is shared with RuckPay. You must therefore ensure that Your Customers, directly or indirectly, provide RuckPay and its affiliates with all required (explicit) consents in accordance with applicable Data Protection Laws.

4.8 Merchant’s obligations relating to the security of Payment Methods.

4.8.1 You warrant that You will not copy, capture or intercept information relating to Customers’ Payment Methods, such as card numbers and personal data. 

4.8.2 In order to protect Customers, strict rules are imposed by the Card Schemes (in particular by Visa and MasterCard) and by various payment regulations. Violation of these regulations may result in fines being levied against the Merchant.

4.8.3 RuckPay reserves the right to audit the Merchant and suspend Payment Transaction Processing Services and Refunds, if RuckPay has reason to believe that the Merchant is copying, capturing or intercepting the aforementioned information, or acting in breach of security rules, RuckPay recommendations and/or the PCI-DSS standard.

4.8.4 The Merchant agrees to indemnify RuckPay in full against all losses, claims (including fines levied by Card Schemes), costs and/or damages incurred as a result of the Merchant’s breach of above obligations.

4.8.5 You must immediately notify RuckPay if any cardholder Data or similar information relating to a Customer’s Payment Method is compromised.

4.9 Merchant’s obligation to report errors in use, and/or unauthorised use of the Payment Module and/or Dashboard.

4.9.1 You must immediately inform RuckPay in writing of any suspected or proven error in use, or any unauthorised use of the Dashboard and/or the Payment Module. 

4.9.2 In this regard, You must provide RuckPay with all information in your possession as to the circumstances of the error and/or misappropriation or unauthorised use of the Payment Module and/or the Dashboard and take all reasonable steps to assist us in carrying out an investigation. As part of the investigation, You agree that this information may be passed on to third parties.

4.10 Audit.

4.10.1 If RuckPay believes that a breach of security or compromise of Customer Data has occurred, RuckPay may require the Merchant to hire an external auditor, approved in advance by RuckPay, to carry out an audit of the Merchant’s systems at the expense of the Merchant, the findings of which shall be provided to RuckPay. The Merchant shall remedy any defects identified within a reasonable time or within the time specified by the Customer.

4.10.2 Notwithstanding the foregoing, the Merchant agrees to allow RuckPay, subject to seven (7) days prior written notice, to inspect its premises and facilities to confirm that the Merchant is in full compliance with the terms of this Agreement.  Our representatives may, during normal business hours, inspect, audit and make copies of the books, accounts, records and files relating to any of your payment transactions processed under this Agreement.

4.11 Merchant’s obligations relating to the Dashboard.

4.11.1 You may change certain settings in your Account via the Dashboard. You represent and warrant that You alone will make such changes and that any changes submitted via the Dashboard will be legally binding and subject to the terms of this Agreement.

4.11.2 You are solely responsible for the accuracy and completeness of any information You submit via the Dashboard.

5. Fees, payment of fees and available funds

5.1 RuckPay Services Fees.

5.1.1 In consideration for the provision of the RuckPay Services, the Merchant agrees to pay to RuckPay all Fees and other amounts set out on the Merchant’s Account Statement in accordance with the Fee Schedule set out in Annex A and accessible for information purposes from the following link: RuckPay Services Fees will also be shown on Your Dashboard. 

5.1.2 RuckPay may revise its Fees at any time subject to at least thirty (30) days’ notice. You will be notified by email or by means of a notification on Your Dashboard. At the end of the notice period, the new Fee Schedule will automatically apply.

5.2 Collection of Fees and other amounts. Fees and other amounts due hereunder shall be deducted from the Merchant’s bank account (by direct debit or recurring payment by credit/debit card).

5.3 Direct debit authorisation.

5.3.1. Pursuant to the direct debit authorisation submitted by You to your bank account, and without limiting the scope of section 5.2 of this Agreement, You expressly authorise RuckPay to debit Your bank account without separate notice for amounts due hereunder.

5.3.2 If RuckPay is unable to collect form your bank account, You agree that RuckPay may, without notice to You, make one or more further attempts to collect from Your bank account in order to recover the owing amounts.

5.3.3 If the applicable direct debit authorisation rules grant You the right to revoke Your direct debit authorisation to RuckPay, You expressly agree to waive this right to the extent permitted by law. Accordingly, Your direct debit authorisation shall remain in full force and effect until the Agreement is terminated and/or all of Your RuckPay Accounts are closed; or as long as Fees/amounts are in arrears.

5.3.4 If RuckPay is unable to collect any Fee/amount due hereunder, RuckPay reserves the right to suspend your Account, terminate the contractual relationship between us and/or take any other appropriate action to recover said outstanding Fee/amount.

 5.4 Inflation. In accordance with the European Payment Services Directive, RuckPay is entitled to modify its Fees to adjust them to inflation, with the maximum coefficient being the inflation rate published the previous year by the Banque de France. However, this Fees change may only be applied once per annum and will be announced with a minimum of thirty (30) days’ notice.

5.5 Taxes. Unless explicitly stated otherwise, all Fees quoted in this Agreement or on the RuckPay Website are exclusive of VAT and other governmental charges. You are solely responsible for the assessment, collection, reporting and remittance of any taxes and other duties You may owe to taxing authorities.

6. Invoicing and payment conditions

6.1 Invoicing conditions. Invoicing starts on the Effective Date of this Agreement being the date of signature. RuckPay Service Fees are due and payable to RuckPay on a monthly basis. The first payment will be due on the date the Agreement is signed. Unless otherwise expressly agreed, Fees and payments for any subsequent period will be invoiced monthly on a cash on delivery basis. Payment will be made in Euro.   

6.2 Disputes.

6.2.1 In the event of a dispute over all or part of an amount contained in an invoice, the Merchant has six (6) weeks from the date of receipt of the invoice to notify RuckPay in writing. RuckPay and the Merchant will attempt in good faith to resolve the dispute within sixty (60) calendar days from the date of receipt by RuckPay of the Merchant’s dispute. Any amount so disputed and for which the Parties have reached an agreement will be paid as soon as possible by bank transfer.

6.2.2 Any invoice not disputed withing six (6) weeks of the date of receipt of the invoice shall be deemed accurate and accepted by the Merchant, and may not be disputed thereafter.

6.2.3 A dispute shall not release the Merchant from his payment obligations.

7. API, software and interfaces

7.1. Equipment. RuckPay provides the API, software and interfaces enabling the Merchant to access and use the Payment Module. The Merchant may not use this equipment for any purpose other than the performance of its obligations hereunder.

7.2 API, software and interfaces updates. Subject to section 7.3, RuckPay may change the API, software and interfaces at any time, and provide the Merchant with a new version thereof, and/or change their functionality and features, and require the Merchant to install or update any additional software in order to continue to use the Payment Transaction Processing Services.

7.3 Authorised modifications to the API, software and Interfaces

7.3.1 No modification made by RuckPay shall materially alter the functionality of the Payment Module and Payment Transaction Processing Services, except as required by:

  • the obligation to follow commonly accepted developments in the payments sector;
  • changes in applicable law, current regulations and/or the rules of financial institutions and their intermediaries;
  • the need for increased security due to newly identified security risks; or
  • other reasonable grounds for altering functionality.

7.3.2 Within thirty (30) days of the modification notification, if the Merchant is materially affected by the alteration to the functionality of the Equipment, the Merchant may terminate this Agreement by notifying RuckPay in writing giving seven (7) days’ notice.

7.3.3 To enable the Merchant to prepare itself and its Customers, RuckPay will notify the Merchant in writing, by email or notification on its Dashboard, of any significant modification to the Equipment with a two (2) months’ notice.

7.3.4 Shorter notice periods may nevertheless be required in order to comply with applicable laws, regulatory requirements, requests from Financial Institutions, and/or in an emergency to improve security following identified security breaches.

8. Intellectual property, trademarks and user licenses

8.1 RuckPay Intellectual Property.

8.1.1 All intellectual property Rights in any material supplied to the Merchant by RuckPay and/or developed for the Merchant in connection with the performance of the Services shall belong to and remain the exclusive property of RuckPay.

8.1.2 In addition, the Merchant acknowledges that all copyright, trademarks, logos, trade names, know-how, database rights and other intellectual property rights, whether registered or unregistered, relating to any RuckPay product or service are the sole property of RuckPay or licenced to RuckPay, and that the Merchant shall have no intellectual property rights whatsoever in any of the foregoing.

8.2 Licence to use RuckPay APIs and Services.

8.2.1 Subject to the terms of this Agreement, RuckPay grants the Merchant a non-exclusive, non-transferable, revocable licence to install and use the RuckPay APIs, the Payment Transaction Processing Services and all related documentation for the sole purpose of selling Merchant products/services to its Customers.

8.2.2 You do not have the right to adapt or modify the platform and/or the Payment Module, nor do You have the right to make copies, decompile said platform and/or Payment Module, and/or modify or attempt to modify them.

8.2.3 This licence shall automatically terminate upon the effective termination of this Agreement. Upon such termination, all documents or other promotional materials must be returned to RuckPay and/or destroyed at RuckPay’s request.

8.3 Licence to use the RuckPay Trademark. Subject to the terms of the Agreement, RuckPay grants the Merchant a non-exclusive, royalty-free right to use, reproduce, publish and display the RuckPay Trademark on the Merchant’s website.

8.4 Licence to use Merchant trademarks. Subject to the terms of the Agreement, the Merchant grants RuckPay a non-exclusive, royalty-free right to use, reproduce, publish and display the Merchant trademarks as necessary in connection with the performance of the Payment Transaction Processing Services.

8.5 Use of Trademarks. Each Party shall comply with all guidelines relating to the other Party’s Trademarks. In addition, neither Party shall create a combined trademark consisting of one or more trademarks of the other Party. Either Party may update or modify the list of Trademarks that may be used by the other Party hereunder at any time by written notice to the other Party.

8.6 RuckPay Trademarks and Domain Registration. Except as otherwise provided in this Agreement, the Merchant shall not use, register or attempt to register (a) RuckPay’s Trademarks or (b) marks or domain names that are confusingly similar to any of RuckPay’s Trademarks.

8.7 Restrictions on RuckPay Trademarks. You must not (a) use the RuckPay Trademarks without our express permission; (b) take any action that is inconsistent with RuckPay’s ownership of the Trademarks and any associated registration, or that attacks the validity of the RuckPay Trademarks; (c) use the RuckPay Trademarks in any manner that could indicate that the Merchant is using them other than as a licensee; or (d) assist a third party to do the same.

9. Data Collection, Confidentiality and Security

9.1 Data Security Compliance. You represent and warrant that at all times during the term of this Agreement You will comply, at Your own expense, with all applicable laws, directives, regulations, orders or security rules, including without limitation (a) Card Schemes Rules, (b) PCI DSS, and (c) recommendations of any applicable regulatory agency or body.

9.2 Responsibilities of the Parties regarding the processing of Personal Data.

9.2.1 RuckPay processes Personal Data (i) as part of its Payment Transaction Processing Services; (ii) as part of legal obligations; (iii) in order to ensure the security and integrity of the financial sector by actively detecting, preventing and fighting criminal or illegal behaviour; and (iv) for the purposes of analysis, development and improvement of its Services and products.

9.2.2 In its Privacy Policy, RuckPay explains how and for which purposes Your Personal Data and that of Your Customers are collected, used, stored, transferred and protected.

9.2.3 With respect to the processing of Personal Data, the Parties are both considered data controllers under GDPR, insofar as they independently determine the purposes and means of the processing of Personal Data. To this end, each Party shall be solely responsible for the Personal Data it processes and shall ensure compliance with applicable data protection laws. If necessary, the Parties shall inform each other of the security measures taken.

9.3 Protection of Personal Data.

9.3.1 RuckPay is responsible for the protection of Personal Data in its possession and will take all reasonable administrative, technical and physical measures to protect your Personal Data and payment data from unauthorized access, loss or unintentional alteration.

9.3.2 Notwithstanding the foregoing, RuckPay cannot guarantee that unauthorized third parties will not be able to circumvent the security measures taken by RuckPay and thereby use Personal Data and/or payment data for malicious purposes. In any event, You expressly accept this risk when You provide RuckPay with Your Personal Data and those of Your Customers.

9.3.3 In addition, You are entirely responsible for the protection of the Personal Data You process directly via Your website(s), Your application(s) or that You have in Your possession.

9.3.4 In the event of a (suspected) breach of Personal Data or payment data within Your organisation, You must notify RuckPay of such breach without delay and no later that two (2) business days (48 business hours) after discovery of said breach. RuckPay or the Financial Institution may request additional information from You regarding the breach, in which case You must provide such information without delay.

9.4 Confidentiality of Personal Data.

9.4.1 Each Party shall take all necessary measures to preserve the confidentiality of the Personal Data in its possession.

9.4.2 RuckPay may disclose Personal Data to a third party only (i) in order to fulfil its Payment Services obligations hereunder; and (ii) where required by law.

9.4.3 With the exception of RuckPay, when this is necessary for the proper performance of its Services, excluding the situations mentioned above, the Parties shall refrain from communicating Personal Data to any third party whatsoever without the prior written consent of the other Party.

10. Confidentiality

10.1 Confidential Information.

10.1.1 “Confidential Information” means any information, whether in writing or in any other form, which has been disclosed by the Disclosing Party to the Recipient on a confidential basis and which by its nature should be treated as confidential (whether or not marked in writing as “confidential”), including but not limited to Transaction Data and the Terms of this Agreement.

10.1.2 Each Party (depending on the situation hereinafter referred to as the “Recipient”) undertakes to:

  • keep secret and confidential the Confidential Information of the other Party (depending on the situation hereinafter referred to as the “Disclosing Party”;
  • not to disclose the Disclosing Party’s Confidential Information, in whole or in part, to any third party without prior written consent of the Disclosing Party, except to its representatives and employees who require the information for the proper performance of their obligations hereunder; and
  • use reasonable efforts to ensure that each of the informed representatives and employees keeps secret and treats as confidential the Confidential Information of the Disclosing Party.

10.2 Exceptions. Information provided by the Disclosing Party shall not be considered confidential when :

  • the Recipient had it in its possession prior to receiving it from the Disclosing Party;
  • it is or becomes public, without any fault being attributable to the Recipient;
  • it was independently made up by a representive or an employee of the Recipient;
  • it comes from a third party source (no company affiliated to either Party shall be considered as a third party for the purposes of this clause) that is free of any confidential obligation towards the Disclosing Party;
  • required to be disclosed by applicable law, a court order or any judicial/regulatory body having jurisdiction on the subject matter, provided the Recipient uses reasonable efforts to inform the Disclosing Party prior to such disclosure and cooperates with the Disclosing Party to limit the scope of the disclosure or take action against the disclosure to the extent legally permitted by law.

10.3 Documents.

10.3.1 Unless otherwise provided, the Receiving Party shall destroy all documents that constitute Confidential Information and/or Intellectual Property of the Disclosing Party within thirty (30) days following the termination of the Agreement. In addition, upon request of the Disclosing Party, the Receiving Party shall provide a written certification signed an authorised officer that all Confidential Information have been so destroyed.

10.3.2 Notwithstanding the foregoing, each Party may retain Confidential Information that is (i) stored in archival or backup files or (ii) necessary to comply with applicable law, regulations or its obligations hereunder, provided that such Party continues to maintain the confidentiality of said Confidential Information in accordance with the Terms of the Agreement. 

11. Representations and warranties

11.1 Mutual warranties. Each Party represents and warrants to the other that it (a) has all necessary rights, powers and capacity to perform this Agreement and to carry out its obligations hereunder; (b) no third party authorisation or approval is required in connection with the execution, delivery or performance of this Agreement, (c) this Agreement constitutes a legal, valid and binding obligation, enforceable in accordance with its terms, (d) the Party’s obligations under this Agreement do not violate any law or regulation, or any other agreement to which that Party is bound; and (e) it has all right, title, interest or license in and to its respective Marks, and that the grant of rights associated therewith does not infringe any intellectual property or other proprietary right of any third party.

11.2 RuckPay warranties.

11.2.1 Payment Transaction Processing Services. RuckPay represents and warrants that the Payment Transaction Processing Services provided to Merchant under this Agreement conform to the specifications set forth in the Technical Documentation, which may be amended from time to time at RuckPay’s sole discretion. This warranty shall not apply if (a) the Payment Transaction Processing Services are used for any purpose other than the performance of its obligations under this Agreement;

(b) the Payment Transaction Processing Services have been modified without RuckPay’s prior written consent; or (c) a defect in the Payment Transaction Processing Services has been caused by defective equipment or software used by the Merchant. The Merchant expressly acknowledges that the Payment Transaction Processing Services are computer network-based services, which may be subject to breakdowns, interruptions, attacks by third parties.

11.2.2 Payment Module. In the event that the Merchant discovers that the Payment Module or any other Service does not comply with the specifications set out in the Technical Documentation, the Merchant must notify RuckPay as soon as possible. RuckPay undertakes to do its utmost to remedy this malfunction within a reasonable timeframe to fully restore the functionality of the Payment Module.

11.2.3 Procedure in the event of a Breakdown or complaint.

(a) RuckPay will remain available during normal business hours to provide You with a reasonable level of technical assistance in Your use of the Payment Module.

(b) You must notify RuckPay as soon as possible after discovering a Breakdown. In the event of a Breakdown, the following protocol must be followed:

  • You must inform (by email or telephone) RuckPay of the Breakdown as soon as possible and, in any event, no later than two (2) hours after becoming aware of the Breakdown. 
  • RuckPay will record this information and provide You with a ticket number as a reference to the Breakdown; 
  • RuckPay will open an investigation and will endeavour to find a solution within a reasonable period;
  • RuckPay will notify You of the solution implemented to resolve the Breakdown.

(c) If You have a complaint regarding RuckPay’s Payment Services, please contact our customer service via the following link: [email protected]. Further information on our complaints policy can be found on our website.

11.3 Third-party Programs. The Merchant acknowledges that the Payment Module is designed for use with certain third-party programs, including, without limitation, certain Internet browsers and software developed and owned by third parties. RuckPay does not warrant and shall not be liable for any services or software provided by unaffiliated third-party providers. The Merchant authorizes RuckPay to disclose to any third-party provider information about the Merchant to the extent such disclosure is necessary to provide its Services.

12. Limitations, Exclusions of RuckPay’s Liability and Indemnification by the Merchant 

12.1.1 RuckPay may only be held liable in writing after it has been given a reasonable time to propose an appropriate remedy. If RuckPay is liable for a breach of its obligations or for losses suffered by You, RuckPay will only be liable for direct losses and not for indirect or consequential losses, even if such losses were foreseeable. Indirect or consequential losses include, but are not limited to loss of goodwill, profits, investments and lost savings.

12.1.2 If RuckPay’s liability arises, however, it will be limited to an amount equal to the total amount invoiced to You and paid by You to RuckPay for the provision of its Services to which the loss relates.

12.1.3 Notwithstanding the foregoing, if the Term of the Agreement exceeds six (6) months, RuckPay’s liability shall be limited to a maximum of the total amounts received by RuckPay for the provision of its Services in the last six (6) months, exclusive of VAT, but in any event capped at 10,000 euros (ten thousand euros).

12.1.4 A series of incidents counts as one (1) incident. Any claim against RuckPay will lapse thirty (30) days after the Merchant becomes aware of the damaging incident.

12.2 Exclusions from RuckPay’s Liability.

12.2.1 Except as otherwise provided in this Agreement, the Merchant expressly agrees that RuckPay shall not be liable for any loss (howsoever caused, including negligence) arising out of or in connection with (a) the Merchant’s failure to properly activate, integrate or secure its RuckPay Account(s); (b) fraudulent transactions processed via the RuckPay Account(s); (c) disruption of transaction services, systems, server or website by any means, including, without limitation, DDOS attacks, viruses, Trojan horses, or any other technology; (d) the actions or inactions of any third party, including, without limitation, any service provider, payment processor or Financial Institution; or (e) the limitation of the operation of any transactional service or associated software, hardware or equipment.

12.2.2 The Payment Transaction Processing Services are provided “as is” without any representation or warranty. RuckPay does not represent or warrant that the Payment Transaction Processing Services will be available, uninterrupted, timely, secure, accurate, complete or completely error-free. The Merchant may not rely on any representation or warranty regarding the Payment Transaction Processing Services by any third party, including representations and/or warranties of any RuckPay service provider. Except as expressly set out in clause 11.2.1, RuckPay specifically disclaims all representations, warranties and conditions, express or implied, of fitness for a particular purpose, and non-infringement. The Merchant understands and agrees that RuckPay accepts no liability in relation to the sale of products or services by the Merchant, including without limitation, any liability associated with credit/debit card fraud or chargebacks.

12.2.3 Third-party Products and Services. RuckPay makes no representations or warranties of any kind with respect to third-party products or services. The Merchant’s use of third-party products and services is at the Merchant’s sole risk. RuckPay accepts no liability for claims of loss and/or fraud arising from the use of any third-party products or services.

12.3 Indemnification by Merchant.  The Merchant agrees to defend, hold harmless, and where applicable indemnify RuckPay, its representatives, employees against any claims (and any costs incurred by RuckPay in connection therewith) by its Customers, Financial Institutions, Intermediaries and/or third parties relating to (i) the improper use of the Payment Module by the Merchant or its Customers as defined in section 4 ; (ii) defects in the Merchant’s Website and/or defects in the products and/or services provided by the Merchant; (iii) failure by the Merchant to comply with the obligations arising from consumer protection laws and regulations, including, but not limited to the GDPR; (iv) and illegal acts by the Merchant towards its Customers and/or third parties.

13. Term and Termination of the Agreement

13.1 Term and voluntary termination by the Parties. This Agreement shall be effective as of the date of the last signature by the duly authorized representatives of the Parties for an indefinite term until terminated by either Party upon thirty (30) days prior written notice.

13.2 Immediate Termination. RuckPay may terminate this Agreement in writing without notice with immediate effect in the event that the Merchant:

  • Is involved in illegal or fraudulent activities, including but not limited to money laundering or terrorist financing;
  • is the subject of insolvency, receivership or liquidation proceedings;  
  • fails to comply with RuckPay’s internal guidelines or damages RuckPay’s brand image;
  • provides products or services that RuckPay reasonably suspects may violate the laws of the country of origin or destination;
  • has materially altered the nature of the services or products offered for sale without obtaining RuckPay’s prior written permission to use RuckPay’s Payment Services;
  • is in breach of its contractual obligations under this Agreement and in particular Articles 3.1, 4.1, 5.1 and/or 7.1; and/or
  • has failed to comply with applicable laws and regulations after having received a written notice to comply.

13.3 Effects of termination.

13.3.1 In the event of termination of this Agreement all amounts due and/or outstanding shall become immediately payable. The Merchant agrees to pay such amounts promptly.

13.3.2 Access to the platform and the Payment Module will be revoked.

13.3.3 In the event of a manifest breach of the Merchant’s contractual obligations that is detrimental to RuckPay in any way whatsoever, RuckPay may, in addition to the other rights and remedies provided by this Agreement and at Law, sue the Merchant for damages. 

13.3.4 The provisions of the Agreement relating to confidentiality, data protection and liability arising prior to the termination of the Agreement and any other provisions which by their nature should survive the termination or expiry of this Agreement shall survive.

14.  Miscellaneous

14.1 Advertising. RuckPay reserves the right to refer to the Merchant in any advertisement or communication medium without the prior written consent of the Merchant.

14.2 No Partnership. Nothing in this Agreement is intended to create a partnership between the Parties. Neither Party has any authority to act for or on behalf of the other, or otherwise to bind the other Party in any manner whatsoever, except as expressly provided in this Agreement.

14.3 Subcontracting. RuckPay may at any time, and without prior notice to the Merchant, use an agent or subcontractor to perform any of its obligations under this Agreement. RuckPay shall have the right to outsource certain of its services to any affiliate or third party. The Merchant may only use an agent or subcontractor to perform its obligations under this Agreement with the prior consent of RuckPay.

14.4 Notices.

14.4.1 Any termination of this Agreement shall be given in writing to the other Party by registered post with acknowledgement of receipt giving the notice period referred to in section 13 above.

14.4.2 Any other notice or communication shall be in writing and either delivered personally, sent by registered post, or sent by electronic mail to the other Party at the following addresses set out herein (or such other address as a Party may specify in writing from time to time):

RuckPay SAS

Attention: Director

Address: 60 Rue François 1er, 75008 Paris, France

Or by email: [email protected]

Cc: [email protected]

XXXXXX (partner name)

Attn: Director

Address: XXXXXX

Or by email: XXXXXX

14.4.3 Notifications will be deemed to have been duly received:

  • at the time they are delivered by hand,
  • at 9.00 a.m. on the second working day following dispatch if sent by registered post with advice of delivery to the address and contact referred to in the preceding clause; and
  • instantaneously if delivered by e-mail, provided that no “no show” or “failed delivery” e-mail is received.

14.5 Amendments and modifications. No amendment or modification of this Agreement shall be effective unless in writing and signed by or on behalf of each Party.

14.6 Severability. If any court or body of competent jurisdiction finds any provision (or part of any provision) of this Agreement to be invalid, illegal or unenforceable, said provision (or part of any provision) shall, to the extent required, be severed without affecting the validity and enforceability of the remaining provisions of the Agreement. In the event of any invalid, unenforceable or illegal provision of this Agreement, the Parties shall negotiate in good faith to amend such provision so that it becomes legal, valid and enforceable and, to the maximum extent possible, achieves the Parties’ original business intent.

14.7 Headings for convenience. The headings used in this Agreement are for convenience only and shall not be deemed to affect the meaning or interpretation of the terms, provisions, covenants or conditions of this Agreement.

14.8 Waiver. The failure of either Party to enforce strict performance of any provision of this Agreement or to exercise any right or remedy hereunder or applicable law shall not be construed as a waiver to later exercise such provision, right or remedy.

14.9 Assignment

14.9.1 The Merchant may not assign or transfer in any manner all or part of the rights, benefits or obligations under this Agreement without the prior written consent of RuckPay.

14.9.2 RuckPay may assign or transfer all or part of its rights, benefits or obligations under this Agreement without the Merchant’s prior written consent.

14.10 Force Majeure. The parties shall not be liable in the event of force majeure. “Force Majeure” means circumstances or events beyond the control of the Parties (whether or not such circumstances were foreseen or foreseeable at the time of entering into this Agreement), as a result of which the Parties cannot reasonably be expected to perform their obligations under the Agreement. These circumstances include but are not limited to war, fire, natural disasters, labour disputes, power failures, strikes, epidemics, governmental and/or comparable regulations, embargoes, non-compliance by suppliers, financial institutions, subcontractors or any other third parties or parties engaged by the Parties (including Affiliates) in the performance of this Agreement,  unavailability of Financial Institution systems and/or telecommunications services and (attempted) unauthorised access and/or use of systems, networks and databases belonging to RuckPay, the Merchant, Intermediaries and/or Financial Institutions and any other failure by external third parties engaged by RuckPay for the provision of the Services.

14.11 Entire Agreement, binding effect.

14.11.1 This Agreement, including the CGU (General Conditions of Use) governing the Merchant’s access to and use of the Payment Module, all supplementary agreements, schedules and attachments thereto, constitutes the entire Agreement, and supersedes all prior agreements, promises, undertakings, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of either Party to this Agreement.

14.11.2 This Agreement shall be binding upon signature and shall inure solely to the benefit of the Parties and their respective successors and assigns.

14.11.3 Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer on any third party any rights or remedies under or by reason of this Agreement.

14.12 Applicable law and jurisdiction. This Agreement is governed by French law. Any dispute arising out of its performance shall be submitted to the courts having jurisdiction over RuckPay’s registered office, namely the courts of Paris. 

14.13 Schedules. The Annexes to this Agreement form an integral part of the Agreement and all the provisions set out therein also constitute the entire agreement of the parties.

In the event of any inconsistency between Sections 1 to 14 of this Agreement and any of the provisions set out in the Annexes, the provisions of the said Sections shall prevail.

This Agreement includes the following annexes:

– Annex A: Fee schedule