SYNALCOM, a company registered under the laws of the French Republic with legal entity number 493 968 317, having its registered office at 231 Rue Saint Honoré, 75001 Paris represented by Tony DELALANDE duly authorised for the purposes hereof
hereinafter referred to as “Sylq”
And “Merchant”, “you”.
This Agreement defines the relationship and terms and conditions between you and Sylq regarding your use of the “Pay by Bank” and/or “Pay by Crypto” Payment Solution provided by Sylq through the Sylq Application.
Beneficiary – a legal person, on which a customer due diligence has been carried out and which is specified in the payment order as the beneficiary of the funds of the payment transaction.
Client – the end user making payment to the Merchant using the Sylq Application.
Contract – the present agreement between the Merchant and Sylq, which includes Sylq’s terms and conditions and the documents annexed to this agreement which are provided for information only. The annexes are likely to evolve and be modified by Sylq. Any updates to the annexes can be viewed on the Sylq’s website at the following address: www.sylq.io.
Consent – Merchant’s consent to the execution of a bank or crypto payment transaction Commission Fee – a fee charged by Sylq for a payment transaction and/or related services.
Crypto Account – an account in crypto-currencies domiciled at our collaborating Crypto-exchange platform, allowing Sylq to receive funds in crypto money resulting from commercial transactions of the Merchants’ clients.
Crypto-exchange platform – collaborating partner and regulated entity for the operation of cryptocurrency exchange.
Crypto-currency – is a decentralised digital money based on blockchain technology.
Distributing bank – Sylq’s partner, a regulated entity acting as a distributing bank where Merchant’s converted crypto flows are reconciled and credited to the respective Merchant’s bank account.
Loyalty service – optional service for communicating with Clients for the purpose of loyalty or reward.
Pay by Bank -payment solution created and provided by Firepay Merchant Services to SYNALCOM.
Pay by Crypto – payment solution created and provided by Sylq Merchant Services to SYNALCOM.
Personal Data – any information relating to the end user whose identity is known or can be determined directly or indirectly using a personal code.
Profile – the result of registration in the computer system, during which personal data of the registered person is saved, a login name is created, and their rights in the system are defined.
Sylq Account or Account – an account opened with Sylq’s partner bank, used to credit funds to the Merchant’s account following an automatic reconciliation made on a daily basis when there is no legal obligation affecting this period.
ARTICLE 1 – REGISTRATION ON THE SYLQ APPLICATION
In order to start using Sylq services, the Merchant has to register in the Sylq App or with Sylq directly. Sylq has the right to refuse to register the new Merchant without indicating the reasons, however, Sylq assures that the refusal to register will always be based on significant reasons that Sylq does not have to or does not have the right to reveal.
When registering on the Sylq App or with Sylq, a Profile for the merchant is created.
By registering the Merchant in the System, the Merchant confirms that the legal entity represented by him/her is properly established and operates lawfully. The Merchant must provide the information and/or the documents specified in the onboarding process in order to be duly verified under the procedures laid down by Sylq.
The Contract comes into force after the Merchant has been registered in the System, agreed to the terms and conditions of the present Contract and confirmed by Sylq’s Compliance Department. The Contract is valid for an indefinite period.
During registration, the Merchant confirms that they agree to the terms of the Contract and respect and follow them.
The Merchant confirms that they have provided the correct data during registration.
In order for Sylq to start or continue the provision of Services, the Merchant shall confirm the Profile and perform the Merchant identification procedure as and when requested under the circumstances and procedures set out in the Contract or in the onboarding process.
Sylq has the right to demand data and/or documents that would help Sylq identify the Merchant and/or receive significant information necessary for the proper provision of Sylq Services to the Merchant.
For the purpose of performing Merchant identification, Sylq has the right to demand the Merchant perform the following actions:
● provide originals of the documents required by Sylq and/or their copies and/or copies of documents approved by a notary or another person authorised by the state;
● confirm (sign) documents (e.g. Contracts, consents, etc.) by electronic means (including, but not limited to, signing with a stylus pen on the screen).
● demand additional information and/or documents related to the Merchant or transactions executed by the Merchant.
● request the Merchant to fill in and periodically update the Merchant’s questionnaire communicated by Sylq and inform Sylq of any change in UBOs or Company Representatives.
● demand copies of the documents certified by a notary and/or translated into English. All documents and information are prepared and provided at the expense of the Merchant.
The merchant may receive a notification about the confirmation of the Profile, provision of a new Service, or renewed provision of a suspended Service via any or a combination of the following (i) the Sylq merchant application, (ii) the email address that was specified by the Merchant’s Representative during registration in the System or (iii) SMS message if only a mobile telephone number was provided during registration.
ARTICLE 2 – SYLQ APPLICATION
The Sylq Payment Solution enables the Merchant to accept bank or cryptocurrency payments by generating a QR code from the Sylq App which allows the Merchant’s Client to access their bank account or crypto wallet via a progressive web application to confirm the payment after the Client scans the QR code.
The Merchant is required to verify the receipt of the notification confirming the payment of the transaction by the Client on the Sylq App, prior to any provision of the service or product to the Client. Sylq will not be held liable and the transaction will not be paid out to the merchant for any provision of services or products that have been made without the Merchant’s due verification of the payment notification confirming the transaction.
Once the payment in cryptocurrency has been made by the Merchant’s Client, Sylq receives the corresponding cryptocurrency funds on its Crypto Account.
The cryptocurrency funds are immediately converted into fiat currency by the collaborating Crypto-exchange platform and transferred in full to Sylq’s distributing bank account.
Within a period agreed upon between the Merchant and Sylq and after automatic reconciliation and deduction of transaction fees, the fiat funds are transferred from Sylq’s bank account to the corresponding Merchant’s bank account.
A refund solution is available in the event that the Merchant determines that a refund transaction should be initiated. The refund amount is determined by the Merchant. All refunds are made in fiat and executed within 72 hours of receipt of refund instructions by Sylq.
The refunded amount is deducted from the next settlement(s) to be paid to the Merchant. Refund fees are applied.
The Pay by Crypto commission fees and refund fees is 1.8% of the transaction amount per transaction and are deducted at the time of the payment transaction or billed to the Merchant.
Once the payment has been made by the Client using the Pay by Bank Solution, the data relating to this payment transaction is transferred by our payment initiation service provider so that the Client’s bank account is duly debited. The Merchant’s funds are directly transferred to his bank account.
The Pay by Bank solution is an instant payment solution. Once the payment transaction has been validated, the Payer’s account is irrevocably debited. This triggers the credit on the Merchant’s bank account.
ARTICLE 3 – PRICES AND CONDITIONS OF SYLQ SERVICES
Commission fees and refund fees for Pay by Crypto transactions are 1.8% of the transaction amount.
The commission fee for Pay by Bank transactions is 0.5% of the transaction amount.
Commission fees and service fees are subject to VAT in accordance with the regulations in force and are set out in Annex 3 of this contract in the General Terms and Conditions of Sale.
Depending on the complexity of a service provided and/or the individual risk level of the Merchant, Sylq has the right to set an individual fee for the Merchant, which differs from the standard fee applied by Sylq, subject to prior notification of the Merchant.
If the Merchant does not agree with the pricing applied, the Merchant shall have the right to terminate the Agreement until the day on which the pricing comes into effect.
If the Merchant decides to activate Sylq’s optional Loyalty and Communication Service, the monthly cost is €20 per month per point of sale, with additional optional pricing if more than one terminal or other medium enabling access to the Sylq payment solution is used.
The cost per outgoing SMS initiated by the Merchant using the Sylq Application is €0.03 to €0.07 depending on monthly volumes.
The KYB/KYC process is included for standard integration. Certain costs may be incurred for particular profiles – these will be notified prior to the process.
Prices quoted include the cost of the settlement to the Merchant’s bank account with a third-party bank in Europe. Sylq has the right to involve third parties to partially or fully execute payment transactions offered by Sylq.
ARTICLE 4 – USE OF THE SYLQ APP
The Merchant ensures that:
● It has taken all the necessary steps as required by its anti-money laundering laws to ensure that Transactions that result in incoming funds in their Sylq subaccount are not obtained as a result of criminal activity.
● The Merchant will not use services provided by Sylq for any illegal purposes, including actions and transactions in order to legalise funds derived from criminal or other illegal activities.
If the Merchant has not logged in to its Sylq Application Profile and has not carried out any transactions for more than one year, Sylq will consider the Profile and account to be unused (inactive). Sylq may then decide to terminate this Agreement and close the Profile and Account.
ARTICLE 5 – PROHIBITED ACTIVITIES
The Merchant using Sylq services is prohibited from:
● Not complying with the Terms of the Contract, legislation and other legal acts, including but not limited to, anti-money laundering and counters-terrorist financing acts;
● Violating the rights of Sylq and third parties to trademarks, copyrights, commercial secrets, and other intellectual property rights;
● Providing false, misleading or incorrect information to Sylq; refusing to provide information or undertake other actions that are reasonably requested by Sylq;
● Providing to third parties false, misleading or incorrect information about Sylq and cooperation with Sylq;
● Executing or receiving transfers of illegally acquired funds, if the Merchant is aware or should be aware of it;
● Using the services of Sylq in a way which causes losses, responsibility, or other negative legal or financial consequences or damage to the business reputation of Sylq or third persons;
● Using Sylq services, if the Merchant, their representative, beneficial owner, the executed or received Payment Transfer matches the criteria indicated in the list of limitations to the provision of Sylq services Sylq in the corresponding page on its website;
● Spreading computer viruses and undertaking other actions that could cause System malfunctions, information damage or destruction and other damage to the System, equipment, or information of Sylq;
● Undertaking any other deliberate actions which could disturb the provision of Sylq Services to the Merchant or third parties or the proper functioning of the System;
● Having more than one Profile; registering a Profile by fictitious or someone else’s name without having the power of attorney; registering a Profile using the services of anonymous phone numbers or e-mail addresses provided by other individuals or websites;
● Providing services that are prohibited by the law or contradict public order and moral principles;
● Logging in to the System as an anonymous user (e.g. via proxy servers);
● Disclosing Passwords and other personalised safety features of Payment Instruments to third persons and allowing other persons to use Services under the name of the Merchant.
● Not reimbursing all direct damages, fines, and other monetary sanctions applied to Sylq due to non-observance or violation of the Terms.
● Not reimbursing any losses incurred by Sylq, other Sylq Merchants, and third parties due to use by the Merchant of Sylq Services and of violation of the present Contract.
Any potential loss shall be justified by written evidence. In all cases, Sylq shall contact the law enforcement authorities if any signs of illegal activity are detected. Annex 1 and Annex 2 respectively provide a list of prohibited jurisdictions and prohibited and restricted industries. Sylq will not enter into a business relationship with any Merchant operating in the prohibited jurisdiction and prohibited industries.
ARTICLE 6 – NOTIFICATION BY THE PARTIES
The Merchant confirms that they agree that Sylq notifications will be provided to the Merchant by (i) placing them on the merchant application and/or (ii) by sending an email, which was indicated by the Merchant at the time of registration in the System, or (iii) by sending an SMS message in cases where the Merchant has indicated only a mobile phone number.
The Merchant shall be informed about amendments to the Contract 30 (thirty) days in advance. Information on amendments to the Terms of the Contract is additionally published on the website of the System.
The 30 (thirty) days notification period shall not be applied if:
● the Terms of the Contract are changed due to changes in mandatory requirements of the legislation;
● the prices of services are reduced or other favourable conditions are established for the Merchant;
● the prime cost of provided services increases which leads to an increase in the prices of Sylq services;
● A new service or a part of a service appears, which may be used or not used by the Merchant at their own choice.
ARTICLE 7 – CHANGES OR DEVELOPMENTS IN SYLQ PAYMENT SOLUTIONS
Sylq reserves the right to modify and/or change at any time the technical methods of operation and use of the Sylq Application.
ARTICLE 8 – SUSPENSION OF SERVICE AND TERMINATION
Sylq, at its own discretion, and taking into consideration a specific situation, giving preference to execution of the law applied to Sylq’s activities, and interests of the Merchant, has the right to unilaterally and without prior notice apply one or several of the following measures:
● To suspend execution of one or several payouts;
● To suspend the provision of all or part of services to the Merchant;
● To withhold the Merchant’s funds that are a matter of dispute;
● Block the Account (i.e. suspend all or part of the Payment transactions on the Account);
● Refuse to provide services.
The purpose of the above limitations is to protect Sylq, third parties and the Merchant against potential monetary penalties, losses and other negative consequences.
In the event of reasonable suspicion by Sylq that the Merchant’s Sylq Application profile has been hacked, Sylq has the right to partially or fully suspend the provision of services to the Merchant without prior notice.
The Sylq Application profile may be blocked at the Merchant’s initiative if the Merchant submits an appropriate request to Sylq and informs Sylq that funds are being used or may be used illegally.
Sylq shall not be liable for any loss of profit suffered by the Merchant as a result of the suspension of the provision of services, the blocking of the Merchant profile on the Sylq Application, or other actions, if such actions have been carried out in accordance with the procedures set out in the Agreement.
Termination of the General Agreement does not relieve the Merchant (or Sylq) from the proper performance of all obligations to Sylq (or Merchant) that were applicable prior to termination.
ARTICLE 9 – GENERAL CONDITIONS OF SALE
The Merchant expressly acknowledges having read Sylq’s General Terms and Conditions of Sale in Appendix 4 of this Agreement, as they appear on Sylq’s website, and confirms accepting them without reservation.
These Terms and Conditions shall apply to all invoices issued by Sylq to the Merchant.
ARTICLE 10 -CONFIDENTIALITY AND DATA PROTECTION
The Parties undertake to keep the technical and commercial information of each other secret, except for publicly available information which has become known to them while executing the present Contract, and not transfer it to third parties without written consent from the other Party or its legal representatives.
The Merchant agrees for Sylq to manage their Personal Data with an aim to provide services to the Merchant and execute other responsibilities under the present Contract. The Parties guarantee the security of Personal Data received while executing the present Contract.
The Merchant undertakes to protect and not to disclose any Passwords, created by them or provided to them under the present Contract. If the Merchant has not complied with this obligation, the Merchant fully assumes the losses.
In the event of the loss of an Account Password or other Passwords by the Merchant, the Merchant undertakes to change the Passwords and notify Sylq immediately.
Sylq draws the attention of the Merchant to the fact that the email linked to the Sylq sub-Account and also other instruments (e.g. a mobile telephone number), which under the Merchant’s choice are linked to their Sylq sub-Account, are used as instruments for communication or identification of the Merchant, therefore these instruments and login credentials shall be protected by the Merchant.
Sylq has the right to transmit all collected important information about the Merchant and their activity to law enforcement institutions, state authorities and other financial institutions, as determined by law, and in order to identify whether this Contract and relevant legislation have not been or will not be violated.
The Merchant grants Sylq the right to undertake the necessary measures, including submitting requests to third persons directly or via third parties in order to determine the identity of the Merchant and the accuracy of other data submitted by the Merchant.
The Party has the right to record conversations with the respective Representatives.
Under the Merchant’s written consent, the Merchant’s data may also be transmitted to payment initiation or account information service institutions.
ARTICLE 11 -LIABILITY OF PARTIES
Each Party is liable for all fines, forfeits, and other losses which the other Party incurs due to violation of the Contract by the guilty Party. The guilty Party undertakes to reimburse direct damage incurred due to such liability to the affected Party.
In all cases, the liability of Sylq and the Merchant under the Contract is limited by the following provisions:
● Sylq and the Merchant shall only be liable for direct damages caused by the direct and essential breach of the Contract and only for damages which could have been foreseen at the time of breaching of the Contract;
● The amount of compensation for damages caused by violating the Contract by each Party shall not exceed the average of Commission Fees for the last 3 (three) months paid for provided services. In case the average of 3 (three) months cannot be calculated, the compensation cannot exceed 2,000 EUR (two thousand euro);
● In all cases, Parties shall not be liable for non-receipt of profit and income, loss of reputation, loss or failure of the other Party’s business, and indirect damages;
● Sylq does not guarantee uninterrupted System operation, because System operation may be affected (disordered) by many factors beyond the control of Sylq. Sylq shall put all efforts to secure as fluent System operation as possible, however, Sylq shall not be liable for consequences originating due to System operation disorders, if such disorders occur not due to the fault of Sylq.
Sylq is not liable for:
● Payouts transfer from the Sylq sub-Account with funds held in the Merchant’s Sylq Account if the Merchant had not protected their Passwords and identification instruments, and as a result they have become known to other persons, and also for illegal actions and transactions of third persons performed using counterfeited and/or illegal documents or illegally received data;
● Consequences arising due to disturbances of the fulfilment of any Sylq obligations caused by a third party which is beyond the control of Sylq;
● Consequences arising after Sylq legally terminates the Contract;
● For a failure to fulfil its own contractual obligations and damages, in case it was caused due to Sylq fulfilling duties determined by the law.
● The System may not operate due to reasons under the control of Sylq and Sylq shall not provide any compensation for malfunctions if the System has been accessible for more than 99% (ninety-nine per cent) of all time, calculating the average of at least 3 (three) months.
● Cases, when Sylq limits access to the System temporarily, but not longer than 24 (twenty-four) hours, due to System repair, development works, and other similar cases, and if Sylq informs the Merchant about such cases at least 2 (two) calendar days in advance, shall not be considered System operation disorders.
ARTICLE 12 -MERCHANT’S OBLIGATIONS
The Merchant assures that all actions of the Merchant related to the execution of the Contract will comply with the applicable law.
The Merchant is fully liable for the correctness of data, orders and documents submitted to Sylq.
The Merchant bears all the losses that have arisen due to unauthorised Payment Transactions if the Merchant has not protected their personalised security features (including identity confirmation instruments).
The Merchant bears any loss incurred due to unauthorised Payment Transactions if this loss is a result of acting dishonestly or due to the Merchant’s gross negligence.
The Party is relieved from liability for failure to comply with the Contract in case the Party proves that the Contract has not been executed due to circumstances of force majeure, which are proven in accordance with the procedure established by the law. The Merchant shall notify Sylq about the force majeure in writing within 10 (ten) calendar days after the day of occurrence of such circumstances. Sylq shall notify the Merchant about force majeure circumstances via email or websites of the System.
ARTICLE 13 – SETTLEMENT OF DISPUTES BETWEEN THE MERCHANT AND SYLQ
Sylq aims to settle all disputes with the Merchant amicably, promptly, and on terms acceptable to both Parties, thus, in case of a dispute, Merchants are encouraged to first address Sylq directly. Disputes are solved by negotiation.
ARTICLE 14 – DURATION OF THE CONTRACT
The present Contract is concluded for an indefinite period. It comes into force on the date you electronically give your consent to it or by your signature.
ARTICLE 15 – TERMINATION OF THE CONTRACT
Each Party is free to terminate the present Contract, provided that it informs the other Party by registered letter with acknowledgement of receipt and gives one (1) month’s notice from the date of notification of this letter.
In the event of a force majeure event preventing Sylq from fulfilling its commitments under the terms of the present Contract for more than 3 months, either Party may terminate the present Contract with immediate effect and shall inform the other Party by registered letter with acknowledgement of receipt.
In the event of a serious breach by one of the Parties or the persons for whom it is responsible for any of their obligations under the present Contract, the latter may be terminated ipso jure within 30 days of a formal notice served by registered letter with acknowledgement of receipt to the defaulting party, indicating the intention to apply the present resolutory clause, which has remained unsuccessful.
If the Merchant terminates the Agreement and requests the closure of its Profile, or if Sylq terminates the provision of Services to the Merchant and deletes its Sylq Application Profile, any funds paid by the Merchant’s Customers and still held by Sylq will be immediately transferred to the Merchant’s bank account.
ARTICLE 16- JURISDICTION AND APPLICABLE LAW
This Contract is governed by French law. Any dispute arising from its validity, interpretation, performance or consequences shall be referred to the Paris Commercial Court.
Prohibited Jurisdictions (countries):
|Bosnia and Herzegovina||Jamaica||Senegal|
|Cayman Islands||Luhansk People’s Republic||Syria|
|Central African Republic||Mali||Trinidad and Tobago|
|Cuba||Morocco||US Virgin Islands|
|Democratic Republic Congo||Mozambique||Vanatu|
This list of business activities, business types or areas below is considered by Sylq for its risk classification.
Business activities listed here are non-exclusive and provided only as a part of the criteria for risk classification of a merchant and sharing of the best practices.
The risk classification will be determined under an assessment of many other relevant factors such as geographical location, countries of operations, corporate structure, legal form etc.
Sylq will assess the risk of each Merchant at its sole discretion.
The below displayed risk matrix showcases industries, activities, and types of Merchants with whom Sylq currently will not establish business relationships.
Prohibited businesses, activities and types of Merchants list:
1. Weapons, defence, military, including explosives and semi-military goods and services (like, software or technologies), Atomic Power
2. Auction houses, Bearer Corporations, Binary options and other prohibited or unlicensed financial market trading operations, Carbon credits, Child pornography, prostitution and escort services
3. Merchants dealing cultural artefacts and other items of cultural and religious importance, or rare scientific value, Extractive Industries (raw materials from the earth – oil, gas, metals, minerals).
4. Illegal goods and counterfeit goods, Non-financial institution – foreign currency, money orders (not wire transfer) and traveller’s cheques, Non-regulated Non-Profit and non-government organisations
5. Shell banks and companies, Pawnbrokers, Pseudo- pharmaceuticals, nutraceuticals and supplements, Smart drugs/ nootropics, Political groups, and associations, embassies and consulates
6. Ponzi / pyramid schemes, Unauthorised Multi-level marketing and Get-rich-quick schemes
7. Unlicensed institutions providing financial services, Unlicensed gambling/gaming, including unlicensed online gambling and betting, Unregistered/unregulated Charities or charitable funds/institutions
8. Merchants registered or having UBO(s) from high-risk third countries identified by the EU Commission, or Merchants from sanctioned jurisdiction, or jurisdiction known as terrorism supporters (in any form)
9. Groups, legal entities, bodies, individuals and similar which have been sanctioned for major offences (offences which have entailed fines or imprisonment, irrespective of when the Customer was sanctioned) in Lithuania or another jurisdiction
10. Merchants, where the ownership or control structure or characteristics of the entity or relationship make it difficult to identify the true owner or controlling interests or the structure, is unusually extensive/complex
Restricted businesses and activities that shall be considered High-Risk:
1. Adult entertainment, other than Child pornography, prostitution and escort services, Crypto Exchange, ICO Companies, and any business related to/or funded by cryptocurrency or facilitating cryptocurrencies
2. Customer who is or who has “gatekeepers” in the structure: fiduciary, independent legal professionals, tax consultants, tax advisors, auditing, notary service, escrow service
3. Merchants, where the ownership or control structure or characteristics of the entity or relationship make it difficult to identify the true owner or controlling interests or the structure, is unusually extensive/complex
4. Merchants dealing with precious metals, jewellery, gold, gems dealers (including Merchants dealing with luxurious watches), Merchants who are brokers or act as private bankers (wealth managers)
5. Non-EU/EEA-based Payment Service Providers and (digital) Money Service Businesses (Payment institutions, Electronic Money Institutions etc.), Importers of second-hand vehicles
6. Legal arrangements like trusts, trust like structures, foundations, trust foundation, including legal arrangements and legal persons that are personal asset-holding vehicles
7. Licensed land-based/offline betting, casinos, gaming machines and poker, lotteries, including online gambling
8. Legal persons or organisations without legal personality that are personal asset vehicles or/are active in asset management, brokerage, Online EU tobacco, e-cigarettes and alcohol traders, CBD products
9. Politically Exposed Persons (PEP) / PEP related persons, PEP close associates, Regulated Non-Profit /Non-Governmental Organisations, Registered / regulated Charities
10. The Customer has an operationally active business and provides consultancy, including IT services, lawyers, tax consultants, accountants
11. The Customer or UBO have links or whose source of funds/wealth is linked to sectors that are commonly associated with higher corruption risk: pharmaceuticals and healthcare, oil and gas, sport industries
12. The Customer is a trust (foundation) or owned/controlled by a trust (foundation) or similar legal arrangement structure (e.g. Stichting)
13. The business of Customers is cash-intensive business, Video Gaming, Forex service providers
These General Conditions of Sale detail the rights and obligations of Sylq and the Merchant in connection with the provision of Sylq’s payment solutions “Pay by Crypto” and “Pay by Bank”.
The prices of the services are those in effect on the day the contract is signed. They are denominated in euros and calculated excluding taxes. Consequently, they will be increased by the applicable VAT rate.
Sylq reserves the right to modify its prices at any time. However, it undertakes to invoice the services at the prices indicated when the contract is signed.
No discount will be granted in the event of early payment.
4. Payment terms
The payment is made by debiting the amount for Sylq’s services from the amount to be settled to the Merchant or the Merchants can pay Sylq’s services by bank transfer or other methods of his choice. This payment must be made no later than 30 days from the date of the invoice.
5. Late payment
In the event of total or partial late payment, the Merchant must pay Sylq a late payment penalty equal to three times the legal interest rate.
The legal interest rate retained is that in force on the day of invoicing.
This penalty is calculated on the amount including VAT on the amount due and runs automatically from the due date without any prior formal notice to the Merchant.
6. Termination clause
If within 30 days following the application of the “Late payment” clause, the Merchant has not paid the due amount, the merchant services Contract may be cancelled and this situation may give rise to the payment of damages to Sylq.
7. Force majeure
Sylq will not be liable should the non-execution or the delay in the execution of one of its obligations result from a force majeure event. As such, force majeure means any extraordinary and unforeseeable event within the meaning of article 1128 of the French Civil Code which directly prevents Sylq from performing its obligations.
8. Competent court
Any dispute relating to the interpretation and execution of the General Conditions of Sale is subject to French law. In the absence of an amicable resolution, the dispute will be brought before the Commercial Court of Paris.
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