General terms and conditions of membership of the Up Luxembourg network

Update date: 16.08.2023

1. DEFINITIONS :

“Affiliate”: a restaurant owner or trader who has signed an Affiliate Agreement with the Issuer.

“Beneficiary”: any natural person to whom Meal Vouchers via Up Luxembourg have been allocated in accordance with Applicable law and who carries out Transactions with an Affiliate.

“Beneficiary’s Account”: contains the individual available balance of the Securities, accessible through the use of the Up Card or any other electronic means of payment offered by Up Luxembourg, which allows the use of the payment service made available by Up Luxembourg in accordance with Applicable Law. The Beneficiary is the user of the Account.

“Up Luxembourg Commission”: amount invoiced by Up Luxembourg to the Affiliate for Transactions successfully carried out with the Up Luxembourg card.

“Contract” or “Affiliation Contract” means the Specific Affiliation Conditions, including the General Affiliation Conditions, signed by the Affiliate and Up Luxembourg.

“Up Luxembourg Card”: a physical or digital medium that is individual and personal to the Beneficiary, issued by UP Luxembourg, called́ to be credited́ with the face value of Meal Vouchers ordered by the Employer for the Beneficiary concerned and allowing online authorisation of a payment to the Affiliate from the Beneficiary’s Account. The Up Luxembourg card is a means of payment. The Up Luxembourg card is compatible with the authorisation of meal voucher transactions. The Up Luxembourg card is valid for 5 years.

“Meal voucher”: a non-negotiable voucher in digital format of a specified value and valid for twelve months, granted by an employer for the strictly personal use of his employee, enabling him to take all or part of a meal or to purchase foodstuffs from an Affiliate established in the Grand Duchy of Luxembourg.

“Issuer”: Up Luxembourg SARL with registered office at 9 rue du Laboratoire L-1911 Luxembourg, and registered in the register of legal persons under VAT number LU34961018 (e-mail : hello@up-Luxembourg.lu) whose business consists of issuing and circulating Meal Vouchers and reimbursing Affiliates.

“Intellectual Rights” means all intellectual property rights, including logos, trademarks, trade names, copyrights, patents, technologies, trade secrets, confidential information, relating to or in connection with Meal Vouchers and/or the Services.

“Applicable Law(s)”: The existing and future laws and regulations, regulations, circulars and guidelines, by whatever name called, which apply to Meal Vouchers and this Agreement. In particular, the Grand-Ducal regulation of 29 December 1986 implementing article 115, number 21 of the law on income tax, as amended.

“PSP”: the payment service provider who provides services enabling merchants to accept payments and who will, in particular, manage payments via Up Luxembourg Cards for an Affiliate.

“Up Luxembourg Network”: All Affiliates accepting UP Meal Vouchers as a means of payment.

“VISA Scheme” the payment scheme where Up Luxembourg is the Card Issuer but where the reimbursement of Transactions to the Affiliate is carried out by a Payment Service Provider (PSP) or any other financial institution of the Affiliate which will manage in particular payments via VISA-Up cards to an Affiliate.

“Up Luxembourg Scheme” means the payment scheme where Up Luxembourg is the Card Issuer and where the reimbursement of Transactions to the Affiliate is carried out by Up Luxembourg.

“Up Luxembourg Services”: Up Luxembourg issues, markets and promotes Meal Vouchers in accordance with Applicable Law.

“Transaction”: any payment transaction validated between an Affiliate and a Beneficiary by means of one or more valid Meal Vouchers via a Terminal or an online payment for the purchase of all or part of a meal or the purchase of foodstuffs by a Beneficiary from an Affiliate.

“Terminal”: The equipment enabling payments to be made at Affiliates using electronic payment cards, including the Up Luxembourg Card.

“Point(s) of Sale”: The Affiliate’s physical and/or online point(s) of sale(s) where Meal Vouchers may be used.

“Up Luxembourg”: Up Luxembourg SARL with registered office at 9 rue du Laboratoire L-1911 Luxembourg, and registered in the register of legal persons under VAT number LU34961018 (e-mail : hello@up-Luxembourg.lu).

1. PURPOSE

The purpose of these General Terms and Conditions of Affiliation, together with the Specific Terms and Conditions of Affiliation, is to set forth the applicable rules governing the rights and obligations of Up Luxembourg and the Affiliate accepting the Up Luxembourg Card as a means of payment, including the scope and nature of the Services offered by Up Luxembourg in this context, the criteria and terms of payment and any liabilities incurred.

2. MEMBERSHIP AND OBLIGATIONS OF THE MEMBER

2.1 Affiliation
By virtue of its affiliation, the Affiliate has the right to use, within the limits and under the General Terms and Conditions of Affiliation, the Up Luxembourg Network for the electronic Transactions referred to in the Special Terms and Conditions of Affiliation of this document, and to obtain reimbursement from Up Luxembourg for payment Transactions made via this system.
In the event that this Contract is not concluded directly in the presence of Up Luxembourg, the document signed by the Affiliate shall be considered́ as a simple request for affiliation that Up Luxembourg remains free to accept or refuse without being required to justify its decision. Membership will be deemed to have been accepted if Up Luxembourg does not declare its decision to refuse membership within 15 working days of receipt of the membership application.

2.2 Obligations
The Affiliate undertakes:

-To accept in its Point of Sale, or in all its Points of Sale if it owns/operates several, the Up Luxembourg Card referred to in this document and this during alĺ days and hours of opening.
-To ensure that the Up Luxembourg Cards covered by this Agreement are only used for products as described in the Applicable Law.
-Acceptance of the Up Luxembourg Card shall under no circumstances, unless otherwise provided by law, be subject to the obligation for the Beneficiary to have to fulfil a particular condition, such as for example an increase in service charges, of a nature tò result in a difference in treatment that would make the Up Luxembourg Card referred to in this document less attractive for the Beneficiary compared tò other competing means of payment.
-Refuse to exchange a Meal Voucher for cash.
-Inform Up Luxembourg immediately of any fraud or suspected fraud committed with Meal Cheques.
-To hereby authorise Up Luxembourg to use its name and logo for the purposes of marketing and promoting the means of payment referred to in these General Terms and Conditions of Affiliation with the Up Luxembourg Network.

2.3 Development and instructions
The Affiliate shall comply with the instructions received from Up Luxembourg in connection with the acceptance and processing of the Up Luxembourg Card and in the fight against fraud, in particular in this Agreement and in any updates that may be communicated in due course. The Up Luxembourg service is constantly being improved and innovated to make it more user-friendly and attractive for all users, whether Affiliates or Beneficiaries. In this context, the Affiliate undertakes to adopt all innovations and improvements to the payment schemes in question and to apply them to the equipment installed on its premises. The compliancé of the Terminal is the responsibilitý of the Affiliate.

2.4Visibilitý and advertisinǵ
The Affiliate undertakes to clearly display on each Terminal and on the entrance door of each shop the brand logos of the means of payment accepted and forming part of the Contract. Failing to clearly and visibly apply the stickers made available by Up Luxembourg, the Affiliate shall affix its own stickers in compliancé with the provisions that the Affiliate shall request from Up Luxembourg.
The Affiliate undertakes to authorise Up Luxembourg to mention its affiliation on its website and mobile application of establishments affiliated to the Up Network as well as in any other document or advertising and commercial file communicated to the public.

3. DURATION OF THE CONTRACT

This Contract comes into force on the date it is signed and is concluded for an indefinite period. Except in the case of immediate termination without formal notice and indemnitý for serious breach, either party may terminate the Contract at any time, subject to 60 working days’ written notice, notified by registered letter to the other party. The notice period begins on the first working day of the month following the said notification. Whatever the reason, the Affiliate undertakes tò return to Up Luxembourg all equipment and documentation belonging to it, and to cease making use of its membership of the Up Luxembourg Network referred to in this Contract.

4. EXECUTION OF TRANSACTIONS AND REIMBURSEMENT

4.1 Activation
4.1.1 Up Luxembourg shall activate the service under the conditions set out in the Affiliation Contract. Activation is effective as soon as the remote configuration of the Terminal is established by Up Luxembourg and the online connection of the Terminal is successful for the service(s) in question.

4.1.2 The Affiliate undertakes to :
•Obtain, from the PSP, the Affiliate ID number(s) (MID) and Terminal ID of each of the establishments concerned by the affiliation and to send them to Up Luxembourg. These MIDs shall be used by Up Luxembourg to activate the Affiliate’s Point of Sale Terminals.
-Follow the instructions/procedures of the Terminal or PSP (e.g. request to enter a secret code, authorisation or rejection of a Transaction, “Know Your Customer” (KYC), “Customer Due Diligence” (CDD), etc.).

4.2 Reimbursement for Transactions carried out
4.2.1 Transactions via Schéma Up Luxembourg
Without prejudice to what is provided for in other provisions, the Affiliate will be credited́ the amount of each Transaction as soon as possible, net of any obligations in favour of Up Luxembourg, after the Transaction has been processed for transfer by Up Luxembourg’s computer centre. Unless otherwise agreed, the Affiliate’s payment will be made for Transactions within two bank working days from the date on which the Beneficiary carried out́ the Transaction at the Affiliate.

4.2.2 Transactions via the VISA Scheme
Transaction amounts are reimbursed by the Affiliate’s PSP in accordance with its own reimbursement procedures. Up Luxembourg will charge a Commission for each Transaction accepted by the Affiliate.

The amount of the Commission depends on the rate indicated in the commercial conditions of the Affiliation Contract. It is calculated on the basis of the total value of Transactions carried out using the Up Luxembourg Card at the Affiliate’s various Points of Sale during the billing month.

5. DATA COLLECTION AND PROCESSING

In order to make our Services available to you, we need to process your data, some of which may be personal data. Please read our privacy policy, which can be found on our website www.up-luxembourg.lu, to understand how we obtain, process, share and store your personal data and for what purposes.

In case of questions, requests or complaints regarding the processing of its personal data by Up Luxembourg, respectively in order to exercise its rights in accordance with the RGPD and applicable legal provisions, the Affiliate may contact UP Luxembourg by e-mail to be sent to the address : privacy@up-luxembourg.lu

The Affiliate may also contact UP Luxembourg by mail at :
UP Luxembourg
9, rue du Laboratoire
L-1911 Luxembourg

The Affiliate may also contact UP Luxembourg on the following number: +352 27 94 08 98

6. VALIDITY OF TRANSACTIONS

The Affiliate expressly and unreservedly accepts that transfers will be transmitted and executed in accordance with the transaction data and parameters recorded. It accepts and acknowledges that the data recorded by Up Luxembourg is definitively presumed to be correct and enforceable against all parties concerned. If the Affiliate observes an error, it must provide proof of a fault in the operation of Up Luxembourg’s computer centre and shall send its claim as soon as possible in writing to Up Luxembourg within 15 working days of the date of the faulty Transaction or transfer, failing which the claim shall lapse. Proof shall be based on information communicated by Up Luxembourg or recorded by the Terminal, provided that the latter has not been compromised (opening, fraud and/or manipulation of hardware, software, cables, etc.). Up Luxembourg reserves the right to deduct from payments to be made to the Affiliate the amount of Transactions considered to be invalid (for example because they were made in breach of agreed contractual provisions, unauthorised, fraudulent, etc.).

7. CHANGES

The Affiliate undertakes tò inform Up Luxembourg of any change occurring in its situation: cessation of activitý (for any reason whatsoever), relocation, change of activitý, new legal form, new name, transfer of business, judicial reorganisation, probationary or definitive suspension, bankruptcy. Any change to the situation or any event referred to below entitles Up Luxembourg to terminate the Contract without notice or compensatioń.

8. CHANGES TO SERVICES

Up Luxembourg reserves the right to make any changes or improvements to the service(s) as well as, where applicable, to Up Luxembourg’s equipment, programmes and user procedures, which may be deemed useful or necessary for the durabilitý, development, securitý or protection of the payment system. The Affiliate accepts and allows that such modifications and improvements, if any, be made and carried out at Up Luxembourg’s expense, without any costs or indemnitý payable by the Affiliate. Should this result in the need to temporarily move Up Luxembourg equipment away from the operating site or temporarily close access to the Up Luxembourg Network, this will be done in full consultation with the Affiliate.

9. CHANGES

Up Luxembourg is authorised́ to modify at any time the contractual conditions that may be justified for reasons of combating fraud, technological developments or any other regulatory context, as well as commissions and payment terms, subject to 30 days’ notice to be given to the Affiliate. In the absence of an express refusal by the Affiliate within the aforementioned 30-day period́, the proposed modifications will be deemed accepted and will be binding on the parties. In the event of persistent refusal notwithstanding negotiations between the parties, Up Luxembourg may terminate the Contract, it being understood that during the period of notice to be observed for such termination the former financial conditions shall remain applicable.

10. INDEXATION

The Commissions will be indexed on 1st January each year (and for the first time on 1st January following signature of the Contract) on the basis of the STATEC wage cost index (national average), by applying the following formula: new amount = (initial amount x 0.2) + (0.8 x initial amount x new index (= index for the month of December preceding indexation) / starting index (= for the month in which the Contract was signed).

11. INVOICING

Commissions Up Luxembourg fees are billed monthly. The monthly invoice is issued on the fifth day of the month following the billing period and is sent to the Affiliate electronically. The Affiliate is obliged to pay the amount of the monthly invoice in the manner and by the deadline defined in the commercial conditions of the Affiliation Contract.

12. LATE PAYMENT

Any non-payment of an invoice/request for payment that remains unpaid for seven days after the date of the formal notice sent to the Affiliate will automatically and without further formal notice result in the Affiliate being liable to pay the invoice/request for payment, (i) the payment of interest on arrears from the due date of the sums owed, calculated at the rate provided for in articles 3 (1) and (2) of the amended law of 18 April 2004 on payment periods and interest on arrears, and (ii) the payment, by way of damages for late payment, of a sum equivalent to 15% of the unpaid principal amount, with a minimum of 50 EUR, will automatically and without prior notice lead to

13. FRAUD

The Affiliate will take all preventive measures to avoid any fraudulent activitý or use with Up Luxembourg Services, and will immediately terminate the same upon discovery. The Affiliate undertakes tò inform Up Luxembourg immediately in the event of suspected or proven fraud in relation to the means of payment concerned by the present contract, and to provide its full support and cooperation to Up Luxembourg in the event̀ fraudulent activitý is suspected. The Affiliate will contact the police or any competent authoritý so that the usual enquiries and investigations can be carried out. The Affiliate is presumed́ responsible for direct and indirect damage arising from fraudulent use of the means of payment referred to when its point of sale has been identified as having been used for̀ this fraudulent activitý, as well as any case of malice emanating from its staff, employees, agents or subcontractors.

14. RESPONSIBILITIES

Up Luxembourg may under no circumstances be held liable for direct or indirect damage suffered by the Affiliate as a result of the use of equipment made available by one or more third parties. Up Luxembourg reserves the right to suspend Transaction acceptance and processing services for one or more means of payment, without prior notice or compensatioń, in order to guarantee the securitý and integritý of the system. Up Luxembourg may also temporarily interrupt the contract for reasons of implementation, adaptation or maintenance. Up Luxembourg undertakes tò notify the Affiliate as soon as possible and in the most appropriate manner. Up Luxembourg shall be liable for any direct or indirect damage in the event of fraud or wilful misconduct. For any other case of fault or negligence, Up Luxembourg’s liabilitý may only be incurred for any direct damage, to the exclusion of any indirect damage such as, in particular, the Affiliate’s loss of turnover or profits. Up Luxembourg shall incur no liabilitý for damage suffered after expiry of this Contract. The compensation that Up Luxembourg may be required to pay is limited to a maximum amount equivalent tò 6 months of revenue obtained by Up Luxembourg from the Affiliate under the present Contract.

15. INCESSIBILITY

This Contract is entered into intuitu personae with the Affiliate, which may not, therefore, without Up Luxembourg’s prior consent, assign all or part of this Contract. In the event of a transfer authorised by Up Luxembourg, the Affiliate shall remain liable to Up Luxembourg for the proper performance by the transferee of the obligations arising from the present Contract for a period of 3 months from the date of acceptance of the transfer by Up Luxembourg. Up Luxembourg reserves the right to assign or subcontract to a third party all or part of its rights and obligations resulting from this Contract. Up Luxembourg shall nevertheless remain jointly and severally liable towards the Affiliate for the proper performance by the transferee of the obligations contracted under this Contract for a period of 3 months from the date of this transfer.

16. FORCE MAJEURE

Up Luxembourg may not be held liable for failure to comply with any obligation under the Contract if such failure results from Force Majeure, being any event or circumstance, including, but not limited to, fire, explosion, epidemic, action of the elements, war, riot, strike by the government or its agents, or any similar cause, beyond the reasonable control of the party affected by such event or circumstance. In such cases, Up Luxembourg shall take the measures reasonably necessary to limit the negative consequences for the Affiliate.

17. INTELLECTUAL PROPERTY

Each of the parties is and remains the owner of all its Intellectual Rights, processes and data that it implements within the framework of the Affiliation Agreement, including but not limited to copyrights, logos, trade names, elements displayed on websites, applications, etc. used within the framework of the Agreement.
Under no circumstances may either Party use, distribute or exploit, directly or indirectly, all or part of these elements on any medium and in any place, without the express prior authorisation of the other Party.

18. MISCELLANEOUS PROVISIONS

This contract is governed by Luxembourg law. If no amicable settlement can be reached, any dispute relating to the conclusion, interpretation, performance or termination of this Contract will be subject to the exclusive jurisdiction of the courts of Luxembourg. If any provision of the Contract were tò be held invalid, this would not affect the validitý of the Contract and the parties would negotiate in good faith a valid provision with equivalent or as close as possible economic effect. The parties will observe strict confidentialitý on all agreed contractual terms. The Affiliate elects domicile at the address mentioned in the Special Terms and Conditions of Affiliation.