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4

Risk Factors

Regulatory and legal risks

23

Worldline

2016 Registration Document

also comply with the PCI-SSC standard entitled “PCI-DSS

(Payment Card Industry – Data Security Standard)”. The aim of

the PCI-DSS is to ensure that stored cardholder data and

sensitive transaction data are always processed in a fully secure

manner by systems and data bases. The new standard is

compulsory for all systems that handle, store or route such data,

whether the payment is made by chip card or not. Like PCI-PTS,

maintaining compliance with this standard could require the

Group to make changes in the architecture of data processing

systems, networks and servers entailing substantial investment.

As a provider of payment solutions, particularly centralized

payment solutions deployed in large-scale retail, the Group must

The Group maintains an on-going relationship with the PCI-SSC

to ensure that the Group can address all aspects of current and

forthcoming standards under the best possible conditions,

including being able to anticipate trends and prepare for future

investments and remedial expenditures. Despite this close

relationship, the Group might not be able to avoid fraud or

tampering with its certified payment terminals and solutions.

Such occurrences could damage the Group’s reputation and

results of operations.

standards could adversely affect the Group’s business.

Changes in credit card association or other network rules or

condition could be materially adversely affected. The

termination of the Group’s registration, or any changes in the

payment schemes rules that would impair the Group’s

registration, could require the Group to stop providing payment

schemes services to the Visa, MasterCard or other payment

schemes, which would have a material adverse effect on the

Group’s business, financial condition and results of operations.

A significant source of the Group’s revenue comes from

processing transactions through payment schemes, including, in

particular, Visa, MasterCard, Bancontact/Mister Cash (in Belgium)

and Groupement des Cartes Bancaires CB (in France). In order

to provide its transaction processing services, the Group must

be registered with, or certified by, such card schemes as

members or service providers for member institutions. As such,

the Group and many of its customers are subject to card

association and network rules that could subject them to a

rules could have a material adverse effect on the Group’s cash

flows and liquidity if the payment schemes impose delays in

their processing of payments that are longer than the amount of

time the Group takes to process payments on behalf its

merchant clients. On occasion, the Group has received notices

of non-compliance and fines, which have typically related to

excessive chargebacks by a merchant or data security failures

on the part of a merchant. If the Group is unable to recover fines

from or pass through costs to its merchants or other associated

participants, the Group’s results of operations and financial

variety of fines or penalties that may be levied by the card

associations or networks for certain acts or omissions by the

Group, acquirer customers, processing customers and

merchants. Payment schemes such as Visa, MasterCard,

Bancontact/Mister Cash and Groupement des Cartes Bancaires

CB, some of which are the Group’s competitors, set the

compliance standards and periodically update and modify them.

Changes in the standards may increase the Group’s operating

costs that it may not be able to pass on to its clients or other

scheme participants. Additionally, changes to payment scheme

the Group’s continued registration with Visa and

MasterCard.

The Group’s revenue from the sale of services to merchants

that accept Visa and MasterCard cards are dependent upon

In order to provide its Visa, MasterCard and other payment

schemes transaction processing services, the Group must be a

member (commercial acquirer), and be registered as a

processor, of Visa, MasterCard and other payment schemes in

the territories where the Group provides such services. If the

Group is unable to maintain its membership as a commercial

acquirer or registration as processor of such payment schemes,

which may be due to none-compliance with the payment

schemes’ rules or guidelines (including major security or fraud

incidents) resulting in the suspension or cancellation of the

Group’s registration, the Group may no longer be able to

provide acquiring or processing services to the affected

customers, which would have a material adverse effect on the

Group’s business, financial condition and results of operations.

Changes in the regulation of interchange fees could have a

material adverse effect on the Group’s revenue.

card market by removing barriers to entry IFR could have a

significant impact on the structure of card payments market in

Europe, including card acceptance, cross-border acquiring,

domestic versus international card schemes and issuing

business models concerning profitability, increased competition

and the ability to launch new products.

transactions, negotiated in the trilogue process between the EU

Commission, EU Parliament and EU Council was adopted by the

EU Parliament on March

10, 2015. Provisions within the IFR take

effect on different dates. The interchange fee caps came into

effect on December

9, 2015 and the majority of provisions

relating to business rules on June

9, 2016. As a general rule, the

regulation set a cap on interchange fees at 0.2% of the

transaction value for consumer debit cards and at 0.3% for

consumer credit cards. As well as capping interchange fees, the

IFR also aims to improve transparency and competition in the

The European Regulation n°2013/0265 of July

24, 2013 on

interchange fees (the “Regulation”) for card-based payment

in scheme membership costs, which could have a material

adverse effect on the Group’s business, financial condition and

results of operations.

The adopted Regulation will have material adverse effect on the

amount of fees collected by card issuers and payment schemes

operators. Accordingly, such issuers or operators might seek to

pass on these fee decreases through corresponding increases