Terms of sale.
Last updated · 19 May 2026 · v4.1
These General Terms and Conditions of Sale form the commercial contract between Whaliepay LLC and each Merchant that signs an Order Form. They cover what each plan costs, how it's billed, when invoices are issued, how payouts work, and what happens on exit. They complement, without superseding, the Terms of use available at /legal/cgu.html.
Article 1 · Scope
These Terms of sale govern the commercial relationship between Whaliepay LLC and each Merchant. They apply to every Order Form, every Statement of Work and every annex relating to pricing, billing, payouts and contract term. In case of conflict, the signed Order Form prevails over these Terms of sale; these Terms of sale prevail over the Terms of use for any matter relating to fees, billing and payouts.
Article 2 · Plans and pricing
Whaliepay offers three plans: Growth (€5,000/month minimum, designed for €1M–€5M monthly card volume), Scale (€15,000/month minimum, designed for €5M–€20M monthly card volume) and Enterprise (custom pricing, designed for €20M+ monthly card volume). The full plan matrix, including throughput limits, support response times, included add-ons and SLA, is published at /pricing.html and reproduced as Annex A of each Order Form. Per-transaction fees on top of the monthly minimum are detailed in Annex B of each Order Form.
Article 3 · Per-transaction fees
Per-transaction fees on the Growth and Scale plans are computed monthly as a percentage of the routed volume above the included volume in the monthly minimum. As of 19 May 2026, the standard add-on rate is 0.025% (2.5 basis points) of routed volume on Growth and 0.015% (1.5 basis points) on Scale. Enterprise plans negotiate this rate separately. Per-transaction fees on add-on features (3DS, token vault, FX margin) are detailed in Annex B and may be subject to volume-tier rebates.
Article 4 · Contract term
The standard contract term is 12 months, renewable for further 12-month periods by tacit agreement unless notice of non-renewal is given by either party at least 90 days before the end of the current term. Enterprise Order Forms may agree a 24-month or 36-month initial term with corresponding price guarantees. Termination for material breach is governed by Article 13 of the Terms of use; termination for convenience by the Merchant requires 90 days' notice but does not entitle the Merchant to a refund of the prepaid annual fee.
Article 5 · Billing cycle and currency
The monthly minimum is invoiced quarterly in advance on Growth, monthly in advance on Scale, and per the Order Form on Enterprise (typically annually in advance with a 10% prepay discount). Per-transaction fees above the minimum are invoiced in arrears, on the first business day of each calendar month, for the previous month's activity. All amounts are denominated in Euro (EUR). Merchants invoiced in USD or GBP can request that under their Order Form, with FX referenced to the ECB rate on the invoice date.
Article 6 · Payment terms
Invoices are due 30 days net (NET30) from the invoice date. Whaliepay supports payment by SEPA Direct Debit (preferred, 0.20% admin discount applied), SEPA Credit Transfer, SWIFT, USD wire (for Enterprise), and major credit cards (additional 1.5% processing fee passed through). Late payments accrue interest at the ECB main refinancing rate plus 8 percentage points (Article L441-10 of the French Code de commerce), plus a fixed €40 recovery indemnity per invoice.
Article 7 · Invoices and accounting
Invoices are issued in PDF (with embedded XBRL/UBL machine-readable data) and emailed to the billing contact registered on the Order Form. Invoices reference the Order Form number, the billing period, the monthly minimum, the routed volume, the volume above minimum, the per-transaction fees, any add-on fees, the VAT line and the total payable. Invoices comply with the French invoice mandate (Article 289 CGI) and the Dutch equivalent (Wet op de Omzetbelasting). The Merchant is responsible for filing the invoice in its own accounting system.
Article 8 · VAT
For Merchants established in France, French VAT is invoiced at the prevailing rate (20% in 2026). For Merchants established in another EU country with a valid VAT number, the reverse-charge mechanism applies (Article 196 of the VAT Directive 2006/112/EC); the Merchant is responsible for self-accounting the VAT. For Merchants established outside the EU, no VAT is invoiced. The Merchant's VAT number is validated against the VIES system at sign-up and at each invoice date; an invalid VAT number triggers re-validation and may delay invoice issuance by up to 5 business days.
Article 9 · Volume-tier rebates
Enterprise Merchants may negotiate volume-tier rebates against the per-transaction fee. Standard rebates published in Annex B of the Enterprise Order Form are: 5% rebate above €50M monthly volume, 10% above €100M, 15% above €200M, 20% above €500M. Rebates are applied as a credit on the next monthly invoice, against the monthly minimum first and against per-transaction fees second.
Article 10 · Service level credits
The Whaliepay SLA, annexed to each Order Form, provides for the following service level credits: 99.99% routing endpoint uptime, with a 5% credit per 0.01% below; 99.95% console uptime, with a 10% credit per 0.05% below; 240 ms p95 latency on the routing endpoint, with a 5% credit per 30 ms above sustained over a calendar week. Credits are applied automatically on the next monthly invoice and are the Merchant's sole and exclusive remedy for SLA breach.
Article 11 · Refunds
The monthly minimum is non-refundable. Per-transaction fees are non-refundable, including in case of mid-month cancellation. Whaliepay may, at its discretion, prorate a refund where a material SLA incident is documented and the Merchant requests a refund in writing within 30 days of the incident. Service-level credits in case of SLA breach are automatic and described in Article 10.
Article 12 · Right of withdrawal
Merchants are professionals acting in the course of a business. The right of withdrawal under French consumer law (Article L221-18 of the Code de la consommation) and Dutch consumer law (Burgerlijk Wetboek Article 7:230o) does not apply, save for the Merchants benefiting from the extension to small businesses with fewer than five employees and whose business activity is unrelated to the contract. Where applicable, the right of withdrawal can be exercised within 14 days of Order Form signature by emailing [email protected].
Article 13 · Price changes
Whaliepay may modify the pricing structure with at least 90 days' written notice to all active Merchants. The new pricing applies to the first full calendar month starting after the 90-day period. If the Merchant does not accept the new pricing, it may terminate its Order Form before the new pricing takes effect, with no early-termination fee. Enterprise Merchants with a multi-year price guarantee retain that guarantee through the duration of the guarantee period.
Article 14 · Sub-licensing of integrations
The Merchant may not sub-license access to Whaliepay to third parties, except (a) to its own subsidiaries within the same group; (b) to its solutions integrators who have signed Whaliepay's Partner Agreement; (c) to its own end-customers within the scope of the Merchant's own commercial offering (in which case the Merchant is responsible for compliance with the Whaliepay Terms by those end-customers).
Article 15 · Limitation of liability
The limitation of liability set out in Article 14 of the Terms of use applies to these Terms of sale.
Article 16 · Disputes and complaints
Any dispute relating to an invoice must be raised in writing to [email protected] within 60 days of the invoice date. Whaliepay responds within 10 business days. If the dispute is not resolved amicably within 60 days of the first contact, the parties may use the mediation procedure described in Article 17 of the Terms of use before resorting to court.
Article 17 · Severability
If any provision of these Terms of sale is held to be invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will continue in full force and effect.
Article 18 · Governing law
These Terms of sale are governed by the laws of the State of Wyoming, United States. The jurisdiction provisions in Article 17 of the Terms of use apply equally to these Terms of sale.
For any commercial question on these Terms of sale, write to [email protected]. — Whaliepay LLC, Amsterdam · Lyon · Berlin, 19 May 2026.