Finom Payments Services Agreement

Version: 1.2
Last Update: August 2023

PREAMBLE

This Finom Payments Services Agreement (Agreement) forms a legal relationship between you, the client (Client), and Finom Payments B.V. (FINOM PAYMENTS) for the provision of the Services and sets out the terms and conditions under which the Services will be provided by FINOM PAYMENTS. The Client is hereby explicitly requested to read this Agreement carefully before accepting it. The capitalised words in this Agreement are defined herein and/or in Annex I of this Agreement, unless the context explicitly indicates otherwise. The relevant conditions with respect to the issuance and use of the Debit Card are laid down in the “Finom Debit Card” Terms and Conditions, attached hereto as Annex III.

FINOM PAYMENTS is an electronic money institution (elektronischgeldinstelling) holding a license from the Dutch Central Bank (De Nederlandsche Bank N.V., DNB), that is registered in DNB’s register under relation number R180074 and is authorised to carry out the business of an electronic money institution within the meaning of article 2:10a of the Dutch Financial Supervision Act (Wet op het financieel toezicht), including the provision of payment services (betaaldiensten) 1, 2, 3, 5, 7 and 8 as referred to in Annex I to Revised payment service directive (herziene richtlijn betaaldiensten, PSD2). Under this license, FINOM PAYMENTS can provide the licensed services, whether or not through a payment services agent, in the Netherlands and via its passport rights to other EU member states.

PNL Fintech B.V. (PNL Fintech) is the sole shareholder of FINOM PAYMENTS and offers a range of mainly IT-related fintech services, such as invoicing services. PNL Fintech operates an online platform (Finom Platform) that offers its users access to these services and other services that will be available from time to time. PNL Fintech is active as a payment services agent (Payment Services Agent, betaaldienstagent) in the Netherlands for FINOM PAYMENTS, to enable Client’s access to the Regulated Services of FINOM PAYMENTS which are provided directly by FINOM PAYMENTS to the Client via Finom Platform. PNL Fintech requires registration as a Payment Services Agent and is not authorised to provide licensed payment services and/or electronic money services for its own risk and account.

This Agreement consists of the following articles:

Article 1General Article 2Client Acceptance and Commencement of Services Article 3Services Article 4Finom Business Account Article 5E-Money Services Article 6Payment Services Article 7Payment Orders and Payment Transactions Article 8Cash withdrawals Article 9Finom Debit Card Article 10Direct Debits Article 11Account Information Services Article 12Payment Initiation Services Article 13Third Party Access Article 14Fees Article 15Management, maintenance and update services Article 16Data protection Article 17Complaints Article 18Liability/indemnity Article 19Term and termination of the Agreement Article 20Consequences of termination of the Agreement Article 21Force majeure Article 22Intellectual property Article 23Safeguarding Client Funds Article 24Changes to the Agreement Article 25Communication Means Article 26Miscellaneous Article 27Governing law and jurisdiction Annex IDefinitions Annex IIProhibited Activity Annex IIIFinom Debit Card Terms & Conditions

GENERAL
1. The purpose of this Agreement is to set out the terms and conditions under which FINOM PAYMENTS will provide the Services, in particular the Regulated Services, to the Clients. The Agreement exclusively relates to and governs the legal relationship between the Parties.
2. The Agreement consists of this Agreement, the accompanying Annexes, and any future amendments to the Agreement and/or Annexes.
3. The Client accepts the terms of this Agreement and Annexes by means of digital signing or digital acceptance of this Agreement, depending on the procedure applied by FINOM PAYMENTS.
4. The applicability of general terms and conditions or any other (usage) conditions of the Client or to which the Client refers are explicitly rejected and excluded from this Agreement.
5. Where the Agreement refers to "in writing", this means, unless Applicable Legislation provides otherwise, a written communication delivered/expressed via the Communication Means defined in Article 25 or other methods.
6. The Client accepts that deviation is made from the provisions referred to in article 7:550 section 2 as well as the rules referred to in article 7:551 section 1 of the Dutch Civil Code (Burgerlijk Wetboek), and that these provisions and rules do not apply insofar as it is permitted by law to deviate thereof in agreements with non-consumers.
7. The terms of this Agreement and Annexes are applicable to the Client as per the date of the Client’s acceptance as referred to in Section 1.3. The terms of this Agreement and Annexes are applicable to FINOM PAYMENTS as per the date FINOM PAYMENTS has entered into this Agreement and under the condition precedent that the client acceptance procedure has been concluded successfully.
CLIENT ACCEPTANCE AND COMMENCEMENT OF SERVICES
1. Pursuant to the AML Legislation and Applicable Legislation, FINOM PAYMENTS is obliged to carry out customer due diligence (CDD). The commencement of Services is not guaranteed upon acceptance by the Client of the terms in this Agreement and may only be offered after the Client has submitted the information required by FINOM PAYMENTS and after the Client acceptance procedure as determined by FINOM PAYMENTS has been concluded successfully (i.e. acceptance of the Client by FINOM PAYMENTS). FINOM PAYMENTS will not provide Regulated Services before the Client is accepted.
2. The Client acceptance procedure involves, amongst others, the submission by the Client of documentation and information as requested by FINOM PAYMENTS and take the appropriate steps in relation to CDD as required by law. The Client guarantees the accuracy, correctness, truthfulness, completeness and proper receipt by FINOM PAYMENTS of this data and documents.
3. The Client must provide all the documentation and information as required by FINOM PAYMENTS and go through the Client acceptance procedure in accordance with the deadlines set by FINOM PAYMENTS. When the Client acceptance procedure is concluded, the Client may either receive a written confirmation of an acceptance or a rejection. Acceptance of the Client establishes the mutual contractual obligations between the Client and FINOM PAYMENTS as stipulated by this Agreement.
4. In the event the Client does not provide all documentation and information as requested by FINOM PAYMENTS and within the deadlines set by FINOM PAYMENTS (i.e. before expiry of the initial term), the Client acceptance procedure will deemed to be unsuccessful, the Client will deemed to be “rejected” and the Services will not be provided.
5. FINOM PAYMENTS is entitled to reject a request for acceptance as a Client without stating reasons for such rejection.
SERVICES
1. The Services are not guaranteed, subject to eligibility of the Client determined at the sole discretion of FINOM PAYMENTS.
2. Prohibited Activity. The Client declares that it is not involved and will never be involved in any Prohibited Activity listed under Annex II. The Prohibited Activity list is determined by and subject to change at the sole discretion of FINOM PAYMENTS. A determination of an occurrence of the Prohibited Activity is arbitrary and is at the sole discretion of FINOM PAYMENTS without necessity of judicial decision or police reports to substantiate such Prohibited Activity.
3. FINOM PAYMENTS provides the Regulated Services to the Client under this Agreement via the Finom Platform or other means designated by FINOM PAYMENTS from time to time. The Regulated Services consist of Payment Services and E-Money Services, which are primarily further described in Articles 5 and 6.
4. In relation to the Regulated Services FINOM PAYMENTS may also agree to issue the Finom Debit Card on terms stipulated by this Agreement, Finom Debit Card Terms & Conditions (Annex III) and other terms and conditions determined by FINOM PAYMENTS. The Finom Debit Card Terms & Conditions apply to all the Cardholders as defined therein.
5. The Regulated Services are offered and provided to the Clients acting exclusively in the exercise of a profession or business and that do not qualify as a 'consumer' (consument) within the meaning of article 1:1 DFSA, such as a sole proprietor (eenmanszaak) and/or a legal entity.
  
  By accepting the terms and conditions set out in this Agreement, the Client declares and accepts that it does not qualify as a ‘consumer’.
6. With regard to the provision of Regulated Services, in particular the Payment Services, PNL Fintech will act as Payment Services Agent (betaaldienstagent) for FINOM PAYMENTS. In addition, PNL Fintech may also provide its own services to a Client, including the use of the Finom Platform and non-regulated services. The provision of these services is governed under a separate legal relationship between PNL Fintech and a Client to which the terms and conditions of PNL Fintech will apply. FINOM PAYMENTS is not a contracting party to this separate legal relationship.
7. The provision of E-Money Services consists of the issue of e-money by FINOM PAYMENTS upon payment of fiduciary currency by the Client, the subsequent spending, distribution and/or redemption of E-Money, and the provision and hosting of an E-Money Account in which E-Money can be held and managed by the Client.
8. In order to provide Payment Services and/or enable and facilitate the provision of E-Money Services, FINOM PAYMENTS may – under this Agreement – provide one or more of the following payment services as referred to in PSD2 and Annex I of PSD2:
  - Services enabling funds to be placed on a Payment Account as well as all the operations required for operating a Payment Account;
  - Services enabling cash withdrawals from a Payment Account as well as all the operations required for operating a Payment Account;
  - Execution of Payment Transactions, including transfers of funds on a Payment Account with the Client’s payment service provider or with another payment service provider:
    1. execution of direct debits, including one-off direct debits;
    2. execution of Payment Transactions through a payment card or a similar device;
    3. execution of credit transfers, including standing orders;
  - Issuing of payment instruments and/or acquiring of Payment Transactions;
  - Payment Initiation Services;
  - Account Information Services.
9. For facilitating E-Money Services and payment services, FINOM PAYMENTS may also provide foreign exchange services of changing E-Money from one supported currency to another (Currency exchange).
  
  The Client is responsible for keeping all the relevant information about itself, such as its business number, addresses, contact information, directors, legal representatives, up-to-date and will inform FINOM PAYMENTS proactively of any changes via providing the relevant information and changes in the Dashboard or other Communication Means as designated by FINOM PAYMENTS.
Finom BUSINESS ACCOUNT
1. The moment a Client is accepted by FINOM PAYMENTS in accordance with Article 2 and a business relationship between FINOM PAYMENTS and the Client is established, FINOM PAYMENTS assigns a Finom Business Account to the Client. The Finom Business Account may comprise of multiple E-Money Account(s) and Payment Account(s) held with FINOM PAYMENTS in the name of the Client:
  - E-Money Account: is a personal account of the Client and is limited to the use of E-Money Services. The E-Money Account can be used for purchasing, receiving, depositing, managing, transferring and redeeming E-Money. The E-Money Account does not qualify as a deposit account and therefore does not fall under the Dutch Deposit Guarantee System.
  - Payment Account: is limited to the use for Payment Services in relation to Payment Transactions to and from payment accounts of third parties (i.e. parties not having a Finom Business Account) or Payment Services in relation to the E-Money Services as provided by FINOM PAYMENTS.
2. One E-Money Account and a linked to it Payment Account if such opened may comprise one wallet (Wallet).
3. Combined balances of the Wallets form the balance of the Client’s Finom Business Account.
4. FINOM PAYMENTS may, at its own discretion and without having to justify its decision to the Client, refuse any request to open an E-Money Account and/or Payment Account. This decision can in no case give rise to damages for the Client.
5. Via the acceptance of these terms the Client agrees and confirms to use the E-Money Accounts as the main accounts with FINOM PAYMENTS and agrees and confirms to use the Payment Accounts for payment transactions to and from third parties on the one hand and transactions related to the issue or redemption of E-Money on the other hand.
6. In light of the use of the E-Money Account as the main account with FINOM PAYMENTS, the Client agrees to transfer (or have transferred) any funds in its Payment Account to its E-Money Account provided that FINOM PAYMENTS will issue E-Money to an amount equivalent to the funds transferred from the Client’s Payment Account to the Client’s E-Money Account.
7. Because any funds in the Payments Account will be transferred to the E-Money Account, the balance of the Payments Account will – in principle – be zero (‘0'). As a consequence, the balance in the Payments Account will have to be supplemented on an ad hoc basis to be able to make a payment from the Payments Account via Payment Transaction. Therefore, the Client agrees and confirms that any balance in the E-Money Account may be used for supplementing the balance of the Payments Account via a redemption of E-Money in the E-Money Account to the amount as required for executing one or more specific Payment Transactions from the Payment Account.
8. The Client may open multiple Wallets in various currencies supported by FINOM PAYMENTS via the Finom Platform. FINOM PAYMENTS may provide services of currency exchange between the Wallets within the Client’s Finom Business Account and may charge fees for such services.
E-MONEY SERVICES
1. The Client is required to use the E-Money Account in accordance with the relevant terms and conditions as set out in this Agreement. The Client shall take all reasonable measures to guarantee the security of all personal security data with regard to the E-Money Account.
2. The E-Money Account will primarily be denominated in euros (EUR), but may also hold electronic money denominated in different currencies. To enable such functionality, FINOM PAYMENTS may enter into a legal relationship with one or more service providers to enable currency conversion. E-Money held in an E-Money Account will not earn any interest.
3. Client will be able to fund its E-Money Account via (i) the transfer of funds from the Client’s linked Payment Account and/or (ii) debit- or credit card transactions.
4. FINOM PAYMENTS confirms that it will issue e-money upon receipt of any amount as transferred from the Payments Account to the E-Money Account of the Client.
5. A Client will be able to use (i.e. spend) its E-Money balance via one or more of the following options:
  1. a payment to another Client of FINOM PAYMENTS that also holds an E-Money Account;
  2. via a Finom Debit Card that may be linked to the E-Money Account; and
  3. transfers to the Client’s Payment Account linked to the E-Money Account (effectively a redemption of E-Money) with a view to enable Payment Transactions from that Payment Account to third parties (SEPA or other).
6. A payment on the basis of E-Money as referred to under 5.5 (i) and (ii) is considered a Payment Transaction and will be executed on the basis of a Payment Order of the Client or its authorized representative. With regard to such payments Article 7 applies correspondingly.
7. In case of redemption of E-Money, the funds associated with such redemption will be transferred to the Client’s Payment Account that is linked to the E-Money Account.
8. In case of currency exchange of E-Money between Wallets within the Client’s Business Account and for executing foreign-currency denominated Payment Transactions, FINOM PAYMENTS will apply exchange rate based on the bank partners exchange rate and might include a fee margin added by FINOM PAYMENTS or its agent (Exchange rate) as distributed to the Client according to Section 14.1.
PAYMENT SERVICES
1. The Client is required to use the Payment Account in accordance with the relevant terms and conditions as set out in this Agreement, and shall take all reasonable measures to guarantee the security of all the personal security data with regard to the Payment Account.
2. FINOM PAYMENTS is responsible for maintaining the Payment Account and the execution of Payment Transactions associated with it. A Payment Account is held in euros (EUR) but may also be held in different currencies. To enable such functionality, FINOM PAYMENTS may enter into a legal relationship with one or more service providers to enable currency conversion.
3. The provision of Payment Services relates to Payment Transactions to and from the Payment Account and Payment Transactions to and from the E-Money Account. The Payment Account can only be used by the Client for its business and for business-related activities. Therefore, the Payment Account of Client cannot be used by the Client in its capacity as a consumer.
4. A Client can only use the Payment Account for Payment Transactions. In this regard, FINOM PAYMENTS will credit or debit the Payment Account on the basis of the Payment Transaction.
5. A Payment Transaction will only be executed by FINOM PAYMENTS on the basis of (i) a Payment Order and (ii) the Client’s consent.
6. The Client cannot have a debit balance on its Payment Account, unless this has been explicitly agreed upon between FINOM PAYMENTS and the Client. FINOM PAYMENTS is entitled to refuse or reverse any instructions that will result or have resulted in an unauthorised debit balance.
7. In case the Client has a debit balance on its Payment Account, FINOM PAYMENTS may– at its own discretion and without having to justify its decision to the Client – take collection measures vis-à-vis the Client to cover a debit balance on the Payment Account.
8. A temporary storage and processing of monetary balances at the Payment Account may incur administrative fees, charges or interest rates. From time-to-time, FINOM PAYMENTS may determine at its sole discretion and communicate this to the Client and charge from the Client such charges and rates.
PAYMENT ORDERS AND PAYMENT TRANSACTIONS
1. A Payment Transaction cannot be executed without a Payment Order and the Client’s consent.
2. The Client may give a payment instruction to FINOM PAYMENTS (the Payment Order) to transfer funds from its Payment Account to a bank account of a Beneficiary designated by the Client, with the aim to execute such Payment Transaction. A Payment Order can be made via the Finom Platform by the Client or its authorized representative or via a Payment Instrument.
3. The Client shall ensure that Payment Orders (given by the Client or its authorized representative) are clear and contain the correct details, including in any case the number of the Client’s Payment Account and the Beneficiary’s bank account number (in SEPA also referred to as the international bank account number (IBAN)). FINOM PAYMENTS shall execute Payment Orders on the basis of the Beneficiary’s bank account number provided by the Client. For transactions outside SEPA, the Client must also indicate the name, address and domicile of the Beneficiary as well as the BIC of the bank of the Beneficiary in the Payment Order.
4. FINOM PAYMENTS is not obliged to verify the correctness of the Beneficiary’s bank account number or any other information provided by the Client with regard to the Payment Order.
5. The Client has the right to make use of the services of a payment initiation service provider (betaalinitiatiedienstverlener) for Payment Orders. FINOM PAYMENTS bears no responsibility for the processing of data by a payment initiation service provider.
6. FINOM PAYMENTS is always permitted to refuse, defer or limit the execution of a Payment Transaction if there is a valid reason for FINOM PAYMENTS to do so. If FINOM PAYMENTS will not execute a Payment Transaction, it will inform the Client in writing. For example, FINOM PAYMENTS shall be authorised to refuse the execution of a Payment Transaction in one of the following (non-exhaustively enumerated) situations:
  1. the Payment Order is not given in conformity with the rules that apply from time to time to electronic banking or to any other method of order delivery that is agreed with FINOM PAYMENTS;
  2. there are insufficient funds in the Payment Account (and the linked E-Money Account) at the moment of execution of the Payment Transaction and execution of the Payment Transaction would result in a debit balance on the Payment Account;
  3. the Payment Order contains incorrect, incomplete or unclear details;
  4. the execution of the Payment Transaction is prevented as a result of a seizure (beslaglegging) to the Payment Account of the Client;
  5. the execution of the Payment Transaction is not permitted under Applicable Legislation;
  6. the Payment Account is blocked by FINOM PAYMENTS;
  7. at the request of the national regulatory authority or other authorised third parties;
  8. in case of a Prohibited Activity (as referred to in Annex II) or in case FINOM PAYMENTS has reason to suspect involvement or potential involvement in a Prohibited Activity.
  In all other cases, FINOM PAYMENTS shall, provided that the Client has complied with all relevant terms and conditions, execute a Payment Transaction unless this is forbidden under Applicable Legislation.
7. For Payment Transactions in euros (EUR) performed within the SEPA area, the Beneficiary’s bank will receive a payment from the Client’s Payment Account within one (1) Business Day following the date of receipt of the Payment Order, unless the Applicable Legislation, governing law or compliance reasons require and allow a longer period. For Payment Transactions in different currencies within the SEPA area, the execution period may amount to a maximum of four (4) Business Days. Should FINOM PAYMENTS offer the Client the possibility to make Payment Transactions to other countries outside the SEPA area, for example the USA, these transactions will be performed by FINOM PAYMENTS within a reasonable term after the date of the Payment Order.
8. The date of receipt of a Payment Order is the day on which the Payment Order is received by FINOM PAYMENTS or, in the event that this date is not a Business Day, the first subsequent Business Day. With regard to the date of the Payment Order the following rules apply:
  - FINOM PAYMENTS may set deadlines after which same-day processing of the Payment Order is no longer possible, and may differ per type of Payment Transaction or other factors. Deadlines set by FINOM PAYMENTS are shown on the Finom Platform. If FINOM PAYMENTS receives a Payment Order from the Client later than such deadline, the following Business Day will be the Payment Order date.
  - In the case of a Payment Order via a payment initiation service provider, the date of receipt is the day on which FINOM PAYMENTS has received the Payment Order from the payment initiation service provider.
  - If FINOM PAYMENTS is instructed by the Client to execute a Payment Transaction on a later date, for example for periodic transfer, this later date is the Payment Order date. If this date is not a Business Day, the Payment Order date will be the next Business Day.
  - If the Client does not have sufficient balance in its Payment Account to execute the Payment Order, FINOM PAYMENTS cannot execute the Payment Transaction. Without being obliged to do so, FINOM PAYMENTS can check the situation at a later time to see if execution is possible. In such cases, the Payment Order date is the date on which the execution is possible.
9. A Payment Order shall be irrevocable from the moment that FINOM PAYMENTS has received the Payment Order. In the event that it is agreed for a Payment Order to be executed at or around a certain date, the Client may revoke the Payment Order (e.g. scheduled in advance for a certain day), at the latest at 24 hours on the Business Date preceding the date agreed. FINOM PAYMENTS may charge costs for the revocation of a Payment Order.
10. In case of an incoming Payment Transaction (i.e. a credit transfer), FINOM PAYMENTS receives the amount of funds for the Client, as payee, and credits the Payment Account. FINOM PAYMENTS shall be entitled to refuse an incoming Payment Transaction initiated by the payer or to reverse the funds received from the payer involved in case FINOM PAYMENTS considers this necessary or legally required.
11. The Client agrees to transfer (or have transferred) any funds in its Payment Account to its E-Money Account with a view to use the E-Money Account as the main account with FINOM PAYMENTS. In order to achieve this, Client will authorize FINOM PAYMENTS via a power of attorney to give Payment Orders on behalf of the Client provided that the mandate is limited to Payment Orders with respect to a transfer of funds from the Payment Account to the Client’s E-Money Account and provided that FINOM PAYMENTS will issue E-Money to an amount equivalent to the funds transferred from the Client’s Payment Account to the Client’s E-Money Account. Any such transfer of funds will result in FINOM PAYMENTS crediting the balance of the Client’s E-Money Account. The Client will also authorize FINOM PAYMENTS via a power of attorney to give consent to Payment Orders related to a transfer of funds in its Payments Account to the E-Money Account.
12. FINOM PAYMENTS may, at its sole discretion, set limits to Payment Transactions, for example as regards to the services available to the Client, number of Payment Transactions, the countries to which Payment Transactions can be made, the banks or payment institutions to which the Payment Transactions can be sent to or received from, or the maximum amount of the Payment Transaction. If FINOM PAYMENTS will apply or change such limits, it will communicate it to the Client via the Communication Means.
13. For the purpose of executing Payment Transactions both within and outside SEPA and foreign-currency denominated Payment Transactions, the Client may be allocated an account identifier (IBAN, virtual IBAN or "VIBAN", provided by FINOM PAYMENTS or a third-party partner) which is used to send, receive and hold transfers from/to Finom Business Account opened in the name of the Client by FINOM PAYMENTS.
14. To execute foreign-currency denominated Payment Transactions, the Client may exchange currency within its Business Account, store it and use for payment transactions in that currency. The Client may also initiate a Payment Order in a currency that differs from the payee’s account currency, in which case the currency will convert automatically.
15. When placing an order for currency exchange between Wallets or when making a foreign-currency denominated Payment Transaction, FINOM PAYMENTS will display on its platform an indicative currency exchange rate for indicative purposes only. The currency exchange rate that will apply at the moment of execution of the conversion might differ from the indicative rate and depends on the service providers that enable currency conversion. The amount charged from the Client’s Business Account or a Wallet will be calculated based on the exchange rate applicable at the moment of execution of the Payment Transaction. This section 7 does not apply to foreign currency transactions with a Debit Card, to which Annex III section 9 applies.
CASH WITHDRAWALS
1. Cash withdrawal is a Payment Transaction where FINOM PAYMENTS makes a cash payment to the Client in banknotes and debits the Client’s Payment Account.
2. The Client can withdraw funds in cash from automated cash machines (ATMs). In order to make a withdrawal, in the Netherlands or abroad, the Client must use its Finom Debit Card and PIN (or any other client identifiers as applicable and prescribed at any time). ATM cash withdrawals are limited to a certain amount per month per Payment Account, which amount will vary depending on the limits imposed by FINOM PAYMENTS.
Finom Debit CARD
1. On request of the Client, FINOM PAYMENTS may issue a Payment Instrument in the form of the Finom Debit Card.
2. The Client should inform FINOM PAYMENTS as soon as possible regarding any (possible) abuse of the Finom Debit Card and in case the Finom Debit Card is stolen, damaged, lost, or use by the Client is severely hindered in any other way. Personal credentials related to the use of the Finom Debit Card (such as but not limited to the PIN), should be kept strictly confidential to limit possible abuse as far as possible. The Client accepts that improper use of the Finom Debit Card or disclosure of the personal credentials of the Finom Debit Card may result in (financial) damage that falls under the Client’s responsibility and for which FINOM PAYMENTS can and will not be held liable.
3. Detailed conditions with respect to the issuance of, the use of the Finom Debit Card, and specific provisions regarding security and authentication as laid down in the Finom Debit Card Terms and Conditions, which are attached to this Agreement in Annex III.
DIRECT DEBITS
1. Depending on technical availability and business feasibility in countries where FINOM PAYMENTS operates, direct debits may be offered. The following direct debit services may be offered, but are not guaranteed regardless whether or not the Client has been granted full access to the Finom Business Account:
  - A direct debit is a transfer of funds, one-off or periodically, from the Client’s Payment Account that is initiated by the payee (the Beneficiary or a third party who collects payment for the Beneficiary). For a direct debit, the payee must first have valid authorisation from the Client as appropriate for the type of direct debit involved. The Client can withdraw a mandate by informing the payee accordingly. Direct debits transactions are restricted to euro-denominated payments between accounts at participating payment service providers or banks within the SEPA area.
  - The SEPA B2B Direct Debit scheme is used, which is a special type of direct debit that is exclusively intended for use by commercial customers. The Client must register with FINOM PAYMENTS the details of the mandate that it has given to the payee. FINOM PAYMENTS will only execute a SEPA B2B Direct Debit if the mandate has been received by FINOM PAYMENTS and provided that the direct debit meets the relevant requirements. After the registration of the mandate, FINOM PAYMENTS is entitled to assume that the mandate exists. The Client is obliged to register with FINOM PAYMENTS any changes to the mandate as soon as possible and without any delay. Also, the Client is obliged to withdraw the mandate registered with FINOM PAYMENTS in case the mandate has expired or in case the Client wishes to block or terminate SEPA B2B Direct Debit.
  - The Client can refuse a SEPA B2B Direct Debit up to and including the date of a direct debit, by requesting FINOM PAYMENTS, whether or not via the Finom Platform, not to allow the direct debit to go through (or, as the case may be, in the event that direct debiting has already taken place, to reverse it). After the SEPA B2B Direct Debit is executed, the Client has no right to have a SEPA B2B Direct Debit transaction reversed.
  - The Client can also make use of the SEPA Core Direct Debit Scheme, which is a pull based Direct Debit in which the beneficiary debits the Client’s FINOM PAYMENTS account on a monthly basis. With a SEPA Core Direct Debit, the Client is entitled to request a refund of the direct debit, without reason, up to 8 weeks after the direct debit occurred. In the event that the SEPA Core Direct Debit is unauthorised, the Client is entitled to request a refund for the direct debit up to 13 months after the direct debit occurred, however the Client must provide a reason for the refund request. FINOM PAYMENTS is not obliged to accept or refund SEPA Core Direct Debit refund requests which are raised more than 8 weeks after the debit date, but may decide to do so.
ACCOUNT INFORMATION SERVICES
1. Depending on technical availability and business feasibility in the countries where FINOM PAYMENTS operates, FINOM PAYMENTS may provide Account Information Services. FINOM PAYMENTS’s Account Information Services may allow the Client to access and view information relating to the selected payment accounts of the Client with a payment account provider (i.e. bank or a payment service provider) via the Dashboard, accessible via the Finom Platform.
2. With the Client’s explicit consent for each of its payment accounts with a payment account provider, which consent will be requested by FINOM PAYMENTS for each payment account every ninety (90) days, and verification of the Client’s identity, FINOM PAYMENTS accesses and displays Account Information within the Dashboard. Such Account Information may include:
  1. financial transaction history, for example, transaction amount, data, description, and currency;
  2. financial account details, for example, account number, type, currency, and balance; and
  3. financial account holder information, for example, name, address, phone number, and email address.
3. For the use of Account Information Services, FINOM PAYMENTS will ask the Client to select which payment account provider the Client would like FINOM PAYMENTS to access Account Information from. The Client has to give explicit consent to FINOM PAYMENTS for accessing the Account Information from the payment account provider(s) that the Client has selected. FINOM PAYMENTS will request the Client’s Account Information from the relevant payment account provider periodically until the Client’s consent expires, which is the case after ninety (90) days, or is withdrawn by the Client.
4. The Client may be redirected to the website (or mobile application) of its payment account provider in order to authenticate itself so that the payment account provider knows that the Client consents to FINOM PAYMENTS being granted access to Account Information.
5. After the Client’s payment account provider has performed the authentication required, FINOM PAYMENTS will access the Account Information, retrieve the Account Information and share this (in aggregated form) with the Client by displaying it on the Dashboard.
6. FINOM PAYMENTS does not check the accuracy of the Account Information retrieved from Client’s payment account provider, but relies on the Client’s payment account provider to ensure that the Account Information is up to date and accurate.
7. FINOM PAYMENTS may standardise, categorise, merge, aggregate, and otherwise process the Account Information before displaying Account Information of the Client on the Dashboard, or share it with third parties with the Client’s explicit consent.
8. The Client may withdraw or vary its consent for FINOM PAYMENTS to provide Account Information Services at any time. From that moment onwards, it will no longer be possible for FINOM PAYMENTS to provide Account Information Services to the Client, until the Client has expressed its consent explicitly.
PAYMENT INITIATION SERVICES
1. Depending on technical availability and business feasibility in the countries where FINOM PAYMENTS operates, FINOM PAYMENTS may offer Payment Initiation Services enabling the Client to initiate a Payment Order online without having to access its Payment Account.
2. If a Client wants to make an online payment, for example when buying goods or services, the Client may decide to use FINOM PAYMENTS’s Payment Initiation Services. If the Client chooses to initiate a payment, FINOM PAYMENTS will in its capacity as payment initiation service provider access the Client’s payment account with a payment account provider (i.e. bank or a payment service provider) selected by the Client, for the payment of a specific amount to a Beneficiary and initiate the Payment Order on behalf of the Client.
3. When initiating a Payment Order, the Client either has to enter the relevant bank credentials and recipient details or will be asked to review and confirm the Payment Order details, including, the amount of the payment, the recipient details, and the payment reference.
4. It is the responsibility of the Client to ensure that all the Payment Order details are correct before the Client confirms the Payment Order. The Client may not be able to recover a payment to an incorrect account or recipient. FINOM PAYMENTS will, to the extent applicable, pre-populate the recipient details for the Client to review and confirm. For example, where the Client uses FINOM PAYMENTS’s Payment Initiation Services to purchase goods or services online the Client must ensure that the merchant recipient details are correct.
5. The Client has to confirm the Payment Order and provide explicit consent for FINOM PAYMENTS to send the Payment Order to the Client’s payment account provider for execution, to receive information from the payment account provider on the initiation and execution of the Payment Order and, to the extent applicable, to pass such information on to the application through which the Client accessed the Payment Initiation Services.
6. When using the Payment Initiation Services, the Client will be asked to select the Client’s payment account with a payment account provider from which the Client will fund the payment and may be redirected to Client’s payment account provider’s website or mobile application in order to authenticate itself so that the Client’s payment account provider knows that the Client consents to the Payment Transaction.
7. If the Payment Order relates to a Payment Transaction that is to be executed by Client’s payment account provider immediately, the Client will not be able to cancel the Payment Order once the Client provided confirmation and explicit consent.
8. After the initiation of the Payment Order, FINOM PAYMENTS will immediately provide the Client with the following information:
  1. confirmation of the successful initiation of the Payment Order with Client’s payment account provider;
  2. a reference enabling the Client to identify the underlying Payment Transaction, recipient details and any information transferred with the Payment Transaction; and
  3. the amount of the Payment Transaction.
THIRD PARTY ACCESS
1. The Client can instruct a Third Party Provider to access information on its Payment Account(s) held with FINOM PAYMENTS or initiate certain Payment Orders and therefore Payment Transactions from such accounts, provided that the Third Party Provider has identified itself to FINOM PAYMENTS and it has acted in accordance with the relevant regulatory requirements under the Applicable Legislation. FINOM PAYMENTS will treat any instruction from a Third Party Provider as if it was from the Client (or a person that was authorised to act on behalf of the Client). A Third Party Provider has no access to the Client’s E-Money Account(s).
2. FINOM PAYMENTS may deny a Third Party Provider access to Client’s Payment Account(s) held with FINOM PAYMENTS if it is concerned about unauthorised or fraudulent access by that Third Party Provider, setting out the reason for such denial. Before doing so, FINOM PAYMENTS will inform the Client that it intends to deny access and give its reasons for doing so, unless it is not reasonably practicable, in which case FINOM PAYMENTS will immediately inform the Client afterward. This would only be different if informing the Client would compromise FINOM PAYMENTS security measures or would otherwise be unlawful under Applicable Legislation.
3. If the Client has provided consent to a Third Party Provider to access the data in Client’s Payment Account(s) held with FINOM PAYMENTS to enable a Third Party Provider to provide Account Information Services to the Client or initiate Payment Transactions on Client’s behalf, the Client consents to FINOM PAYMENTS sharing Client’s information with the Third Party Provider as is reasonably required for the Third Party Provider to provide its services to the Client. The Client must inform FINOM PAYMENTS as soon as possible if it withdraws this permission. On Client’s notification, FINOM PAYMENTS will no longer provide a Third Party Provider access to Client’s Payment Account(s) held with FINOM PAYMENTS or the data in it.
FEES
1. FINOM PAYMENTS is entitled to charge fees for the Services provided to the Client, and the Client agrees to pay such fees. In addition to fees for the Services, FINOM PAYMENTS may also charge fees, charges, penalties, interests and other costs in connection with the Services. The FINOM PAYMENTS’ fees, can be found at https://finom.co/en-nl/pricing/pricing-compare/ or distributed to the Client in other durable medium form.
2. From time to time FINOM PAYMENTS may change all/any fees and charges for/ in connection with the Services upon which the Client will be notified by the Payment Services Agent or by FINOM PAYMENTS 15 days in advance via Finom Platform or e-mails.
3. FINOM PAYMENTS may appoint a Payment Services Agent to collect all or any of the fees referred to in Article 14.1. and transfer them to FINOM PAYMENTS. In this case a Payment Services Agent acts on behalf of FINOM PAYMENTS and of the Client collecting fees as “recurring item” or “disbursement” (doorlopende posten) in the name and account of the Client and FINOM PAYMENTS.
4. The Client expressly authorises FINOM PAYMENTS and/or the Payment Services Agent as appointed by FINOM PAYMENTS, to debit the Client’s Payment Account for the collection of fees as referred hereto in Article 14.1. and owed by the Client under the Agreement.
MANAGEMENT, MAINTENANCE AND UPDATE SERVICES
1. FINOM PAYMENTS makes every effort to keep its Services available. However, it is possible that due to technical failure or other causes of non-availability, one or more Services may be temporarily unavailable. FINOM PAYMENTS also has the right to suspend its Services due to management, maintenance or updates. To the extent possible and reasonable to expect from FINOM PAYMENTS, it will inform the Client prior to the temporary shutdown. If the temporary unavailability of the Services does not have significant consequences for the Client, FINOM PAYMENTS reserves the right not to inform the Client of this.
2. If FINOM PAYMENTS, for whatsoever reason, is forced to temporarily suspend any Services, expressly including the Regulated Services, FINOM PAYMENTS will do so as much as possible outside its office hours so that the Client is inconvenienced as little as possible.
3. FINOM PAYMENTS accepts no liability whatsoever for any adverse effects suffered by the Client as a result of one or more Services being temporarily suspended.
DATA PROTECTION
1. Acceptance of the Privacy Policy by the Client is a precondition for entering and continuation of business relationship with FINOM PAYMENTS. Privacy Policy regulates the processing by FINOM PAYMENTS of all the personal data of Clients, which Privacy Policy is made available via the Communication Means and posted on FINOM PAYMENTS’ websites.
COMPLAINTS
1. If the Client has a complaint about any element of the Services, a complaint can be sent to complaints@finom.money so that FINOM PAYMENTS can investigate this complaint. A standardised complaints form will be made available, which the Client must fill out and attach to the email in order to submit a complaint. FINOM PAYMENTS aims to deal quickly and fairly with any complaint about its Services in accordance with the Applicable Legislation.
2. Any complaint about the Payment Services Agent will be dealt with by FINOM PAYMENTS in the same manner as if a complaint was sent about the Services provided by FINOM PAYMENTS.
3. FINOM PAYMENTS is not responsible for any complaints or disputes about the product and/or services provided by third parties. If a complaint relates to services provided by third parties, for example, a Third Party Provider, the Client will be redirected to that responsible party.
4. FINOM PAYMENTS aims to provide a full response in writing by e-mail to a complaint from the Client within 15 working days to be calculated from the moment the complaint has been received by Finom. In exceptional situations the timeframe for response may be extended to a maximum of 35 days. If the term is extended, FINOM PAYMENTS will inform the Client (including a reason for the delay and the term for the final response).
5. FINOM PAYMENTS reserves the right to not respond to any complaint that has not been submitted in accordance with the complaint filing requirements.
6. If a complaint relates to the Services and FINOM PAYMENTS does not resolve it, Finom Payments will inform the Client on the possibility of submitting the complaint within three (3) months at the Klachteninstituut Financiële Dienstverlening (KiFiD) for the out-of-court settlement. In case of no satisfactory resolution reached, the Client may apply to Court in accordance with Article 27 of this Agreement.
LIABILITY / INDEMNITY
1. Nothing in this Agreement limits any liability which cannot legally be limited, including liability for fraud or fraudulent misrepresentation.
2. FINOM PAYMENTS’s liability towards the Client shall not in any circumstances exceed an amount equal to the total sum of all fees paid by the Client for the Services during the last twelve (12) months period preceding the event giving rise to any such liability. FINOM PAYMENTS’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement.
3. Under this Agreement a Party can only be held liable for direct damage. ‘Direct damage’ in this context means the damage suffered by a Party to rectify the breach of contract. ‘Indirect damage’ in this context includes everything that is not direct damage, including but not limited to consequential damage, damage caused by delay, loss of profit, loss of goodwill, loss of business opportunity, business interruption, loss of data or the consequences thereof and any damage resulting from claims from third parties.
4. FINOM PAYMENTS cannot be held liable to the Client for any harm, damage or loss to the Client arising from acts or omissions of any third parties, in particular Third Party Providers or payment account providers where the Client holds a payment account.
5. FINOM PAYMENTS cannot be held liable for any risks related to currency exchange including any consequential losses because of converting currency when initiating or receiving foreign-denominated Payment Transactions and when exchanging currencies within the Client's Finom Business Account.
6. All risks related to currency exchange for initiated or incoming Payment Transactions, including losses where payments are returned in a different currency, currency exchange rates risks including currency upward or downward fluctuations if such influence Payment Transactions or balances on Wallets, shall be borne by the Client.
7. The Client agrees and accepts all the risks associated with maintaining multiple currencies on the Client’s Business Account including any risks associated with fluctuations in the relevant exchange rates over time.
8. Finom Platform is not a currency trading platform, and accordingly, the Client shall not use the Services for this purpose. If FINOM PAYMENTS or its Agent detect that the Client is using the Services for this purpose, FINOM PAYMENTS may, at its sole discretion, set a limit on the number of currency exchange transactions, cancel the orders, set a limit on the amount of money the Client can convert or transfer in one or more currencies or in the same currency, restrict the Client’s ability to use the currency exchange feature or other features, or suspend or close the Client’s Finom Account without any liability to the Client.
TERM AND TERMINATION OF THE AGREEMENT
1. The Parties agree that the Agreement is entered into for an indefinite period of time. Hence, this Agreement is valid until either annulled/voided by virtue of the governing law or terminated by either Party as stated herein.
2. The Client must communicate to FINOM PAYMENTS the request to terminate the Agreement via the Communication Means. Termination (opzegging) of the Agreement by the Client is possible without observance of a specific notice period.
3. FINOM PAYMENTS may terminate this Agreement, and therefore the provision of the Services, taking into account a termination period of one (1) month. Termination of the Agreement by FNOM PAYMENTS must be communicated via a written termination notice issued to the Client.
4. Each Party shall also be entitled to terminate the Agreement with immediate effect if the other Party (i) is granted a suspension of payments (surseance van betaling), (ii) is declared bankrupt (faillissement) or files a bankruptcy petition or (iii) ceases its activities, whether or not after liquidation.
5. Without prejudice to the other provisions of this Agreement, FINOM PAYMENTS (or the Payment Services Agent acting on behalf of FINOM PAYMENTS) may without observance of a specific notice period (i.e. with immediate effect), or on the basis of a notice period taken into account at its sole discretion:
  1. suspend in whole or in part any of its Services (including the Regulated Services) or any other obligations under the Agreement, and/or
  2. terminate the Agreement, in occurrence of one the following events:
    - the Client has been placed under guardianship (ondercuratelestelling), administration order (onderbewindstelling), debt rescheduling (schuldsanering) or ceases to exist;
    - the Client is involved with a Prohibited Activity or in case FINOM PAYMENTS has reason to suspect involvement or potential involvement in Prohibited Activity;
    - a prejudgment (conservatoir beslag) or seizure (executoriaal beslag) order has been imposed on either party;
    - FINOM PAYMENTS receives instructions to suspend or terminate any of the Services from a regulator (financial or otherwise) and/or government authority (e.g. with investigative powers), partner involved in provision of the Services, or another authorised third party;
    - the Client does not make any use of the Regulated Services or Debit Card for a period of more than six (6) months;
    - regulatory reasons prohibiting either Party to continue the Agreement;
    - the Client ceases to be eligible for compliance or regulatory reasons, e.g. because of a change of business operations, type of activity, relocation, sanctions, nature of business, directors, UBOs et cetera.
6. If FINOM PAYMENTS exercises its right of suspension (opschortingsrecht) as referred to in Article 19.5, it will notify the Client in writing as soon as possible, where possible, and to the extent that this can reasonably be requested from FINOM PAYMENTS. FINOM PAYMENTS may attach conditions to the termination or a suspension. FINOM PAYMENTS also reserves the right to terminate the Agreement with the Client after a suspension, if the Client does not comply with the conditions set by FINOM PAYMENTS in relation to a termination of the suspension. FINOM PAYMENTS cannot be held liable for any damage incurred by the Client as a result of the exercise by FINOM PAYMENTS of its right of termination or suspension.
CONSEQUENCES OF TERMINATION OF THE AGREEMENT
1. Termination of this Agreement leads to a discontinuation of the Services and the closure of the Finom Business Account with all its linked components/instruments (Payment Account and/or E-Money Account and/or Finom Debit Card). This means that the Client’s right to access and use the Services will cease.
2. Unless FINOM PAYMENTS receives instructions to the contrary from an authorised third party or is obligated by law to retain the funds for any reason, FINOM PAYMENTS will, where possible, execute and settle all current Payment Orders and Payment Transactions, pay out any balances in the Payment Accounts and/or E-Money Accounts, whether or not after settlement (verrekening) of any outstanding claims of FINOM PAYMENTS on the Client, within a reasonable period of time from receipt of termination or issuance of a termination request of either Party. Any fees still owed by the Client to FINOM PAYMENTS at the moment of termination of the Agreement will become immediately due and payable.
3. The Client will cooperate with the closure of the Finom Business Account by executing steps necessary for, and providing information requested by FINOM PAYMENTS that is necessary to execute the termination (or suspension) of the Agreement.
4. The termination of the Agreement does not automatically cause a termination of subscriptions to services delivered directly by PNL Fintech. In this respect, the Client must act in accordance with the PNL Fintech General Terms and Conditions in effect.
FORCE MAJEURE
1. Neither Party is obliged to fulfil any obligation if prevented from doing so as a result of force majeure. The parties shall not be liable in the event of force majeure.
2. Force majeure on the part of FINOM PAYMENTS shall exist if FINOM PAYMENTS is prevented by an external circumstance from fulfilling, in whole or in part, its obligations to the Client under the Agreement, or if the fulfilment of such obligations cannot reasonably be required of FINOM PAYMENTS, regardless of whether such circumstance could have been foreseen at the time the Agreement was entered into. Such circumstance includes in any case, but is not limited to, the following:
  1. Government-imposed obligations that have consequences for the provision of the Services to be provided by FINOM PAYMENTS;
  2. Deficiency of third-party goods and/or services, equipment, software and digital infrastructure, the use of which is necessary for the Services to be provided by FINOM PAYMENTS;
  3. Failure of suppliers to FINOM PAYMENTS or other third parties, such as internet providers, telecom operators, payment method owners, financial institutions on whose services FINOM PAYMENTS (partly) depends for the execution of its obligations;
  4. Disruptions of internet, computer network or telecommunication facilities or other (digital) infrastructure;
  5. Failure of the power supply;
  6. Occupation, strike and/or non-availability of one or more indispensable staff members;
  7. Acts of war, such as wars, uprisings or disturbances;
  8. Extreme weather conditions and natural disasters; and
  9. External disturbances.
INTELLECTUAL PROPERTY
1. The presentation of FINOM PAYMENTS Card and the Finom Platform, software, know-how, trademarks, logos, images constitute a work of intellectual property, of which FINOM PAYMENTS is the owner or a licensee. No intellectual property rights derived in connection with or by use of the Services are assigned to or entitle the Client or its affiliates.
SAFEGUARDING OF CLIENT FUNDS
1. Pursuant to Dutch legislation and regulations, FINOM PAYMENTS is obliged to legally separate (vermogensscheiding) Client’s funds from its own assets. In this context, FINOM PAYMENTS has established the Foundation, an affiliated foundation under Dutch law that is used by FINOM PAYMENTS with the sole purpose to safeguard the Client’s funds. Within this framework, the Foundation will receive - whether or not via Finom Payments - , manage and disburse Client’s Funds for and on behalf of and at the instruction of FINOM PAYMENTS. Client hereby explicitly accepts and agrees to the fact that the Foundation receives Client’s funds on behalf of FINOM PAYMENTS and manages respectively Client’s funds in a manner as instructed by FINOM PAYMENTS and at any time in accordance with the relevant financial regulatory laws and regulations. Each request from the Client to which the Client thinks it is entitled, is a request to FINOM PAYMENTS. The Client hereby explicitly waives any of its rights to demand an amount from the Foundation or to take any legal action to demand such an amount from the Foundation.
CHANGES TO THE AGREEMENT
1. FINOM PAYMENTS is entitled to unilaterally supplement, amend and/or replace this Agreement, including the Annexes related thereto, at any time.
2. FINOM PAYMENTS will inform the Client in writing by email, via the Finom Platform or any other Communication Means, of such supplement, amendment or replacement of the Agreement at least two (2) weeks before the commencement date of such a change.
3. If the Client does not agree to any such supplement, amendment or replacement, the Client must immediately and ultimately not later than two (2) weeks from receipt of the communication terminate the Agreement by notifying FINOM PAYMENTS in writing.
4. If the Client does not communicate a disagreement as referred to in Article 24.3 within the timeframe set forth therein, the Client is assumed to have accepted the change and continue the business relationship on the basis of the amended terms of the Agreement. The burden of proof of the (timely) disbursement of the notice of termination lies with the Client.
5. In some instances, FINOM PAYMENTS may change this Agreement immediately. Despite section 24.2, changes to this Agreement which are (1) more favourable to the Client; (2) required by law; or (3) related to the addition of a new service, extra functionality to the existing Services; or (4) changes which neither reduce the Client’s rights nor increase the Client’s responsibilities, will come into effect immediately if they are stated in the change notice. Changes to exchange rates shall come into effect immediately without notice.
COMMUNICATION MEANS
1. All notices, requests, demands, approvals, consents, and other communications under this Agreement, the Parties may exchange by any of these “Communication Means”:
  - Written form to email or postal address: to the e-mail address, postal address designated by the Client in the Dashboard. For this purpose, FINOM PAYMENTS will use the latest contact details provided by the Client. It is the Client’s responsibility to check its devices or email inbox on a regular basis for information and notifications from FINOM PAYMENTS. If any contact details of the Client change, including e-mail address, post address and telephone number, the Client must inform FINOM PAYMENTS as soon as possible;
  - Finom Platform and applications: Finom’s chat functions, ‘pop-ups’ deliverable via Finom Platform or Finom applications;
  - Other methods: chosen and deemed appropriate by FINOM PAYMENTS or requested by the Client, subject to technical availability and practicability.
2. The Client may contact FINOM PAYMENTS via the aforementioned Communications Means, by e-mail at hello@finom.co, unless other e-mail addresses will be designated by FINOM PAYMENTS.
MISCELLANEOUS
1. In connection with the Regulated Services, FINOM PAYMENTS is allowed to engage third parties and outsource activities, for example with regard to the provision of payment services like the execution of Payment Transactions.
2. Exclusively FINOM PAYMENTS may transfer its claim rights and obligations arising from this Agreement to a third party by means of a contract transfer. By entering into this Agreement, the Client grants unconditional and irrevocable permission in advance for such a contract transfer.
3. Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable, the other provisions of this Agreement and the remainder of the provision in question shall continue in full force and effect. In relation to any illegal or unenforceable part of this Agreement, the Parties hereto agree to amend such part in such manner as may be requested from time to time by any of the Parties hereto provided that such proposed amendment is legal and enforceable and to the maximum extent possible carries out the original intent of the Parties in relation to that part.
4. This Agreement has been drawn up in English and may be offered in other languages in the countries where the Services are offered. In the event of a difference or inconsistency between the English text of this Agreement and its translation into any language or a difference in the interpretation thereof, the Agreement in the English language shall prevail.
GOVERNING LAW AND JURISDICTION
1. This Agreement shall be governed by and construed in accordance with Dutch law.
2. Any disputes, controversies or claims arising out of or in connection with this Agreement, including questions concerning its existence, validity or termination, shall be settled by an amicable agreement between the parties. In case no agreement can be reached between parties through these consultations, the competent court of Amsterdam, the Netherlands shall have exclusive jurisdiction to settle any dispute or claim that arises from or in connection with this Agreement or its subject matter.

ANNEX I - DEFINITIONS

Terms that are capitalised in this Agreement have been defined in the definition list as included in this Annex, and have the following meaning unless the context of the Agreement explicitly indicates otherwise. Terms defined in the singular have the same meaning in the plural, and vice versa.

Account Information: Information that is related to Payment Account(s) that the Client has selected and for which it has given its explicit consent to FINOM PAYMENTS for the use of this information in the context of providing Account Information Services.
Account Information Service: An ‘account information service’ within the meaning of article 4 (16) PSD2.
Agreement: This FINOM PAYMENTS SERVICES AGREEMENT which contains the terms and conditions under which FINOM PAYMENTS will provide Services to a Client, to which agreement a Client, FINOM PAYMENTS and, to the extent necessary, PNL Fintech will be a contracting party.
AML Legislation: The Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme (Wwft)) and the Dutch Sanctions Law 1977 (Sanctiewet 1977) and the rules promulgated thereunder, as they shall apply from time to time, and Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law PE/30/2018/REV/1 and its amendments and substitutes.
Annex: An annex to the Agreement, which for an integral part of the Agreement.
Applicable Legislation: Laws and regulations concerning to or connected with the subject matter of this Agreement, Regulated Services and privacy law, such as, but not limited to PSD2, DFSA and rules promulgated thereunder, GDPR, AML Legislation, European Union law, any other Dutch law which is or will be applicable in the future, and/or any policy document from relevant regulators (such as DNB or the European Banking Authority).
Article: An article in the Agreement.
Beneficiary: Natural or legal person acting as the recipient of a Payment Transaction.
BIC: The bank identifier code, also referred to as a SWIFT address, which is a bank’s international identification code. Every bank has its own unique BIC code, consisting of eight to eleven characters.
Business Day: A calendar day on which the banks are open, with the exception of Saturdays, Sundays and public holidays in the Netherlands.
Client: The user, a legal entity or someone who is acting exclusively in the exercise of a profession or business and does not qualify as a ‘consumer’ within the meaning of article 1:1 DFSA, that accesses the Finom Platform and makes use of the Services in its capacity of a professional.
Communication Means: The Communications Means used for sending and receiving communications between the parties as defined and further described in Article 25 of the Agreement, which may be amended from time to time.
Dashboard: A personalised online environment for the Client on the Finom Platform that is available and accessible via personal log-in details, where Services will be available, such as the ability to access, use and manage of one or more E-Money Accounts and Payment Accounts that the Client holds with FINOM PAYMENTS.
DFSA: The Dutch Financial Supervision Act (Wet op het financieel toezicht), as well as any future amendments.
DNB: The Dutch Central Bank (De Nederlandsche Bank N.V.).
E-Money: Electronic money (elektronisch geld) within the meaning of article 1:1 DFSA that is issued from time to time by FINOM PAYMENTS.
E-Money Account: An account issued by FINOM PAYMENTS to (and in name of) a Client in which a Client can store and hold E-Money, which account can also be used by the Client for purchasing, receiving, depositing, managing, transferring and redeeming E-Money.
E-Money Services: The services that relate to E-Money, as also further described in Article 5, and that are provided by FINOM PAYMENTS to a Client in accordance with the Agreement, FINOM PAYMENTS’s licence with DNB, and the relevant applicable legislation.
FINOM PAYMENTS: Finom Payments B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands with its office address at Jachthavenweg 109H, 1081KM, Amsterdam, The Netherlands, registered with the Chamber of Commerce (Kamer van Koophandel) under number 78680751, and licensed by DNB as an electronic money institution (elektronisch geldinstelling) under the relations number R180074.
Finom Business Account: The account assigned to the Client by FINOM PAYMENTS comprising of E-Money Accounts and/or Payment Accounts, reflecting the balance(s) of such account(s) and possible relevant information with respect to the use of the Regulated Services.
Finom Debit Card: The debit card issued by FINOM PAYMENTS in relation to the Regulated Services, that can be used by the Client for making Payment Transactions from its Payment Account and/or from and to its E-Money Account.
Finom Debit Card Terms & Conditions: The agreement laid down in Annex III to the Agreement between FINOM PAYMENTS and the Client regarding the conditions applicable with respect to the issuance and use of the Finom Debit Card. The “Finom Debit CARD” TERMS AND CONDITIONS apply to Cardholder as defined therein.
Finom Platform: Online services platform and software applications of PNL Fintech via which the Services will also be provided by FINOM PAYMENTS to a Client, available through websites at the following addresses https://finom.co, www.finom.eu, www.finom.fr, www.finom.it, www.finom.co.nl, www.finom.nu, and other related sites and mobile applications. It may be available in any location, whenever the minimum technical conditions are met, in particular in terms of access to the mobile phone network, the internet network and the technical compatibility of the equipment used. Use of this platform is subject to the PNL Fintech Terms & Conditions.
Foundation: Stichting Finom, a foundation (stichting) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands with its office address at Jachthavenweg 109H, 1081KM, Amsterdam, The Netherlands, registered with the Chamber of Commerce (Kamer van Koophandel) under number 78684900, an affiliated foundation used by FINOM PAYMENTS with the sole purpose for the safeguarding of Client funds.
GDPR: Refers to Directive (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.
Party: A party to the Agreement, being FINOM PAYMENTS and a Client.
Payer: A natural or legal person within the meaning article 4 (8) PSD2.
Payment Account: A ‘payment account’ within the meaning of article 4 (12) PSD2, either held by the Client with FINOM PAYMENTS.
Payment Initiation Service: A ‘payment initiation service’ within the meaning of article 4 (15) PSD2.
Payment Instrument: A personalised device(s) and/or set of procedures agreed between FINOM PAYMENTS and the Client and used in order to initiate a Payment Order.
Payment Order: A ‘payment order’ within the meaning article 4 (13) PSD2.
Payment Services: Regulated ‘payment services’ within the meaning of Annex I of PSD2 and further described in Article 6 that are provided by FINOM PAYMENTS to a Client in accordance with the Agreement, FINOM PAYMENTS’ license with DNB and the relevant Applicable Legislation.
Payment Services Agent: An entity authorised to act as the payment services agent of FINOM PAYMENTS and registered in DNB’s register of financial institutions.
Payment Transaction: A ‘payment transaction’ within the meaning article 4 (5) PSD2.
PIN: A Personal Identification Number that a Client can use in combination with a Finom Debit Card.
PNL Fintech: PNL Fintech B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, and its registered office address at Jachthavenweg 109H, 1081KM, Amsterdam, the Netherlands, and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 74178784, and acting in a capacity of Payment Services Agent (betaaldienstagent) of FINOM PAYMENTS.
Prohibited Activity: An activity or status or form of/by the Client and connected to its persons or enterprises automatically disqualifying the Client to request and receive the Services. It is currently listed in Annex II to this Agreement and subject to change at the sole discretion of FINOM PAYMENTS.
PSD2: The Revised Payment Services Directive (EU) 2015/2366 (herziene richtlijnen betaaldiensten), as implemented in the Dutch laws and regulations.
Regulated Services: The regulated services that are provided by FINOM PAYMENTS to a Client under the Agreement, consisting of Payment Services and/or E-Money Services.
SEPA: The single euro payments area, which encompasses the countries of the European Economic Area as well as the United Kingdom, Switzerland, and Monaco, which composition of countries may be adjusted from time to time.
Services: All services, including the Regulated Services, that are provided by FINOM PAYMENTS to a Client under the Agreement.
Third Party Provider: A third-party payment service provider that is authorised to provide online services that relate to ‘Open Banking’, consisting of Account Information Services and/or Payment Initiation Services, which party exists outside Client’s relationship with FINOM PAYMENTS but may be involved in Payment Transactions that the Client carries out.

ANNEX II - PROHIBITED ACTIVITY

The below are the prohibited activities (each a Prohibited Activity), statuses, or forms of/by/with the Client and connected persons or enterprises.

Any of this Prohibited Activity automatically makes the Client ineligible for the Services and causes an immediate termination of all the legal relations between the Client, FINOM PAYMENTS and, to the extent applicable, its (payment services) agent(s).

This list is determined by and subject to change at the sole discretion of FINOM PAYMENTS. The capitalised words follow the definitions of the FINOM PAYMENTS SERVICES AGREEMENT (“Agreement”), its Annexes and substitutes.

A determination of an occurrence of the Prohibited Activity is arbitrary and at the sole discretion of FINOM PAYMENTS without necessity of judicial decision or police reports to substantiate such Prohibited Activity.

FINOM PAYMENTS considers at least the following activities/actions as a Prohibited Activity

unlawful operation of the Finom Business Account and illegal use of the Services;
illegal and unlawful activities;
infringement of any intellectual property or privacy;
involvement in money laundering or terrorist financing;
any association or affiliation with known or suspected terrorist groups or their activities;
any association or affiliation with individuals or companies included in the sanctions lists of countries in which courts have jurisdiction over the operations of FINOM PAYMENTS;
any association or affiliation with individuals suspected of or charged with money laundering offences;
involvement or suspected involvement of any kind in the predicate offences or other breaches of as defined in the AML Legislation, Applicable Legislation, and/or policies of FINOM PAYMENTS;
issuance of company shares in bearer form;
use of shell banks;
participation in the following industries: gambling and betting, prostitution and pornography, adult services, religious and political organizations, manufacturing and trade of weapons, explosives, and other military equipment, cryptocurrency, sale of products and offering services classified as illegal in the country of operations;
operations in industries requiring special authorisation or a licence without such authorisation or a licence;
violations of the terms of the Agreement and/or the Terms and Conditions of any of the partners involved in the provision of the Services;
abuse or attempts to abuse, manipulate, or misuse any of the Services or Communication Means or the Finom Platform;
negligent use of Finom Debit Card or breach of the Finom Debit Card Terms and Conditions or its substitutes;
non-cooperation with requests for information, misrepresentation of information, or provision of incorrect, incomplete, or false information or false/forged documents to FINOM PAYMENTS or its Payment Services Agent.

ANNEX III - Finom Debit CARD TERMS & CONDITIONS (CARDHOLDER AGREEMENT)

PREAMBLE

This document sets out the terms and conditions (Debit Card Terms) under which the Finom Debit Card will be provided by Finom to a Client and must be read in conjunction with the Finom Payment Services Agreement (FPSA). The Debit Card Terms form a legal relationship (to be referred to as the Cardholder Agreement) between you, the client (Client), and Finom Payments B.V. (FINOM PAYMENTS), and apply to the issue and use of Finom Debit card (Finom Debit Card) and the services related thereto.

The Client is hereby explicitly requested to read these Debit Card Terms carefully before accepting it. The definitions used in these Debit Card Terms have the meaning as further defined in Annex I of the FPSA, unless the context in these Debit Card Terms explicitly indicates or defines otherwise. In case of contractions between provisions in relation to the Finom Debit Card of the FPSA and the Debit Card Terms, these Debit Card Terms shall prevail.

These Debit Card Terms bind FINOM PAYMENTS and the Client as a contract (being the Cardholder Agreement). The Debit Card Terms also apply between FINOM PAYMENTS and the actual Cardholder (as further defined in article 1.4 of these Debit Card Terms) that uses the Finom Debit Card. The Client agrees with these Debit Card Terms and will cause all its Cardholders or any person with any access to the Finom Debit Card to agree with and act in accordance with these Debit Card Terms.

The Debit Card Terms consist of the following articles:

Article 1The Finom Debit Card and acceptance of the Client Article 2Issuance and activation of the Finom Debit Card Article 3Use of the Finom Debit Card Article 4Limits on the Finom Debit Card Article 5Unauthorised Transactions Article 6Safekeeping, loss, theft and/or fraud Article 7Validity, blocking and destruction Article 8Charges and fees associated with the Finom Debit Card Article 9The use of foreign currency Article 10Complaints Article 11Duration and termination Article 12Changes to the Debit Card Terms Article 13Governing law and jurisdiction

THE FINOM DEBIT CARD AND ACCEPTANCE OF THE CLIENT
1. The Finom Debit Card is a Visa debit card that can be used worldwide wherever Visa is accepted. The Finom Debit Card can, for example, be used for payments online, for point-of-sale transactions, or to withdraw cash from an Automated Teller Machines (ATM). Finom Payments may change the scope and use of the Finom Debit Card during the applicability of the Debit Card Terms.
2. Any eligible Client with an active Finom Business Account which provides access to the Platform and the Regulated Services may apply for the Finom Debit Card. The Finom Debit Card can only be used in connection with the Payment Account that is provided by Finom to the Client, and will be linked to this Payment Account.
3. In case of acceptance of an application of the Client for the Finom Debit Card by FINOM PAYMENTS, the Client (or the actual Cardholder) may receive a virtual or physically issued Finom Debit Card, which will be a VISA debit card or another type of card that will be offered by or via FINOM PAYMENTS in the future. FINOM PAYMENTS reserves the right to refuse a request, at its sole discretion, for the issue of the Finom Debit Card. The issuance of a Finom Debit Card is therefore not guaranteed.
4. Notwithstanding the Client is a legal entity or a sole proprietor acting in a business capacity under a trade name, the Finom Debit Card may only be issued in the name of a physical (natural) legally capable person, explicitly authorised by the Client and accepted by FINOM PAYMENTS (Cardholder) such as:
  - a legal representative of the Client, such as sole proprietor or registered in corporate documents statutory director or a proxy holder acting by a virtue of a written valid Power of Attorney issued by the Client; or/and
  - any natural person (such as employee or contractor) authorised by the Client as communicated to FINOM PAYMENTS via the Platform or in other form requested and approved by FINOM PAYMENTS.
5. Before the Finom Debit Card is issued by FINOM PAYMENTS, the Client and/or Cardholder must go through all the onboarding, application, screening, and acceptance processes prescribed by FINOM PAYMENTS. In this regard, Article 2 of the FPSA mutatis mutandis applies.
6. The Client shall cause all its actual Cardholders to act lawfully, act in accordance with the Debit Card Terms and the relevant provisions stipulated in the FPSA, and make sure a Cardholder never participates or let cause to participate in a Prohibited Activity (as set out in Annex II of the FPSA). The Client is fully responsible for the choice of its Cardholders and is fully liable for all the actions, failures, misuses, and unlawful behaviour with regard to the Finom Debit Card.
7. Each Finom Debit Card remains to be the property of FINOM PAYMENTS.
ISSUANCE AND ACTIVATION OF THE FINOM DEBIT CARD
1. By activating the Finom Debit Card, the Client and/or the Cardholder agrees to these Debit Card Terms.
2. The Finom Debit Card may be issued physically or virtually. The Debit Card Terms equally apply to any type of Finom Debit Card, unless otherwise expressly stated by FINOM PAYMENTS. The physical Finom Debit Card may be sent by post to the Cardholder’s address indicated in the application for the Debit Card. Immediately upon receiving the physical Finom Debit Card, the Cardholder must sign the Finom Debit Card in the signature place.
3. The virtual Finom Debit Card may be issued in electronic form via a method that may be offered by FINOM PAYMENTS and is subject to technical availability.
4. The Client and the Cardholder must follow all the activation instructions and security protocols supplied/requested by FINOM PAYMENTS.
5. In the activation process of the Finom Debit Card, the Client or the actual Cardholder may be requested to create a personal authentication/identification number or a passcode via the Platform or via FINOM PAYMENTS mobile application, or by any other technical means requested by FINOM PAYMENTS. The Client and Cardholder must keep all the records of all the passcodes, passwords, PINs, and ID-numbers in safety, confidential and never share with anyone. It is the Client’s and/or Cardholder’s obligation to use security credentials that are not easy to guess.
6. If the Finom Debit Card is not activated by the Client or the Cardholder within three (3) months after the Finom Debit Card has been sent, FINOM PAYMENTS reserves the right to cancel the activation of the Finom Debit Card.
USE OF THE FINOM DEBIT CARD
1. The Finom Debit Card can (and must) be used solely for business purposes of the Client and enables the Cardholder to perform the following transactions:
  - cash withdrawals from ATMs;
  - transactions with merchants and organisations accepting the Finom Debit Card, either with the physical presence of the parties via payment terminals (POS/EFT) or online e-commerce methods;
  - online transfers in limits approved by the Cardholder and/or FINOM PAYMENTS;
  - recurring payments initiated by the Client.
  Each action is a Transaction and collectively referred to in these Debit Card Terms as Transactions. FINOM PAYMENTS cannot guarantee that a third party or ATM will accept the Finom Debit Card.
2. All the Transactions will be debited directly from the Payment Account, being the Payment Account held by the Client with FINOM PAYMENTS.
3. Any use of the Finom Payment Card requires the existence of an active Payment Account, i.e. one that has not been suspended or blocked or terminated, and a cash balance must be available in the Payment Account, whether or not in conjunction with the balance in the Client's E-money Account, that is sufficient to cover the value of each Transaction and any additional costs associated with the Payment Account and/or a Transaction.
4. All the Transactions are executed by and on behalf of the Client regardless of whether the Client is the Cardholder or the Cardholder is another person authorised by the Client. At all times, the Client and the Cardholder will follow all the authentication procedures and protocols imposed by FINOM PAYMENTS.
5. FINOM PAYMENTS is not responsible or liable for the transactional relationship between the Client and/or the Cardholder, the merchant, or any third party. Therefore, the Client and the Cardholder have no right to raise against FINOM PAYMENTS any allegation, objection, or claim they may have against any third party in relation to Transactions.
6. The Client unreservedly acknowledges that all the Transactions and all the Finom Debit Card uses are in the name of and on behalf of the Client, and are performed within the framework of its entrepreneurial activity and that the Cardholder makes them by virtue of a special authorisation granted by the Client.
7. The Client and the Cardholder must immediately discontinue the use of the Finom Debit Card when authorisation granted by the Client to the Cardholder is revoked or their relations which formed the base of the authorisation cease.
8. The Finom Debit Card may be issued with 3D-Secure functionalities which means that the Transactions may be processed through 3D-Secure authentications of Transactions subject to technical availability. In the 3D-Secure process, the Cardholder authenticates a Transaction by using two-factor authentication. If two-factor authentication/authorisation of the Transaction by the Client/the Cardholder is required, the authorisation is not considered as granted, until all verification requirements are entered and complied with. FINOM PAYMENTS is entitled to deny a Transaction if 3D secure process/two-factor authentication has not been followed.
9. After completion of a required authorisation, the Transaction cannot be revoked by the Client and/or the Cardholder.
10. FINOM PAYMENTS is entitled, at its sole discretion, arbitrarily or based on evidence collected by or provided to FINOM PAYMENTS and without prior judicial decision or any other request from a public authority, to decline, defer or limit a Transaction in any of the following cases:
  1. the Transaction has not been authorised in accordance with FINOM PAYMENTS requirements;
  2. insufficient balance in the Payment Account;
  3. the Finom Debit Card or Payment Account has been blocked;
  4. the Transaction is not permitted by any law;
  5. of a Prohibited Activity or FINOM PAYMENTS gaining reasons to suspect offences / violations / breaches / activities listed in the list of Prohibited Activities;
  6. FINOM PAYMENTS has reason to suspect that Platform, the FINOM PAYMENTS mobile application, website, or other channels through which FINOM PAYMENTS offers the Regulated Services have been manipulated, hacked, or misused;
  7. the Client does not cooperate with an information request initiated by FINOM PAYMENTS; and
  8. if the Debit Card Terms are breached or suspected to have been breached or in case of illegal or unlawful activity.
  If the decision is made by FINOM PAYMENTS as described herein, FINOM PAYMENTS will notify the Client or the Cardholder through the Platform or FINOM PAYMENTS mobile application, or email.
11. The Client and Cardholder will never make any Transaction in excess of the available balance in the Payment Account, which balance must be seen in connection with the balance on its E-Money Account as this will allow the Client to settle the balance of the Payment Account. Should the amount of the Transaction(s) exceed an available balance on the Payments Account (to be seen in connection with the balance on the E-Money Account of the Client), which consequently will result in a debit balance, the Client agrees to be liable and immediately settle a complete debt (debit balance) and all the connected charges, interests, collection and administration fees as soon Client gets notified and notes the debit balances.
12. Notwithstanding the previous article 3.11, FINOM PAYMENTS is entitled to supplement the balance in the Payment Account in case a Transaction would result in a debit balance of the Payments Account by redemption of an amount in E-Money held in the Client’s E-Money Account and transfer this amount to the Payment Account.
13. FINOM PAYMENTS is entitled to charge fees for any debit balance in the Payment Account and/or suspending the Finom Debit Card until the debit balance is restored.
LIMITS ON THE FINOM DEBIT CARD
1. Subject to availability at the discretion FINOM PAYMENTS, the Client and the Cardholder may, through the Platform or FINOM PAYMENTS mobile application, set or allow to set monetary limits and frequencies of Transactions.
2. Without any reason, FINOM PAYMENTS is entitled to set, and override any monetary limit and frequencies of Transactions, by notifying the Client or/and the Cardholder through the Platform or FINOM PAYMENTS mobile application or website. The provisions of this Article do not affect the rights of Finom Payments as set out in article 3.10 of these Debit Card Terms.
UNAUTHORISED TRANSACTIONS
1. If an unauthorised Transaction is made due to the loss, theft, other disappearance, or another misuse of the Finom Debit Card, not attributable to the Client or the Cardholder, the Client shall be liable up to a maximum of EUR 50 for each loss caused up until FINOM PAYMENTS receives notice of the unauthorised Transaction, along with the request to block the Finom Debit Card.
2. The Client shall be held liable, regardless of whether the Cardholder is responsible for the loss, theft, other disappearance, or other misuses unless it was impossible for the Cardholder to notice the loss, theft, or disappearance or any other misappropriation of authentication code prior to the unauthorised Transaction or the mobile device with the virtual Finom Debit Card.
3. The Client is not liable for any unauthorised Transaction that occurs after notifying Finom of the unauthorised Transaction and subsequent request for Finom Debit Card blocking, unless the Client or the Cardholder breach these Debit Card Terms.
4. If the Client or the Cardholder has acted with fraudulent intent or failed to fulfil their obligations under these Debit Card Terms, the Client is liable for all damages caused by unauthorised Transaction beyond the liability limit of EUR 50 regardless of whether the blocking request was sent or not.
5. The Client and/or the Cardholder have a maximum of 13 (thirteen) calendar months from the date of the Transaction to report to FINOM PAYMENTS the unauthorised Transaction. Should the notification date of the unauthorised Transaction exceed the 13 calendar months’ timeframe, the Client shall be held liable for the full amount of all the unauthorised Transactions. In case the Client or the Cardholders is becoming aware of any misuse of the Finom Debit Card (and unauthorised Transaction associated with it), the Client and/or the Cardholder must notify Finom Payments without undue delay after becoming aware of such misuse and Transaction related thereto.
6. The Client’s/Cardholder’s claim will be considered invalid if the Client or the Cardholder failed to notify FINOM PAYMENTS of the unauthorised or incorrectly executed Transaction within 13 months following the date of the Transaction. The period only begins if FINOM PAYMENTS has notified the Cardholder of the debit entry resulting from the Transaction in accordance with the agreed method no later than one (1) month following the debit entry. Otherwise, the date of notification shall be the relevant date for the commencement of the period.
7. In the event of an unauthorised Transaction, providing the Cardholder did not act with gross negligence or fraudulent intent as stated in articles 3.10 or 5.4 of these Debit Card Terms, FINOM PAYMENTS shall, by the latest at the end of the following business day after notification of the unauthorised Transaction provide a refund to the Payment Account. Where FINOM PAYMENTS has reasonable grounds for suspecting fraud or gross negligence, the preceding sentence shall not apply, about which FINOM PAYMENTS will subsequently inform the Client.
8. The Client has a right to request a refund of a payment amount, which has been debited and is based on an authorised Transaction initiated by a merchant if:
  - the exact amount was not stated when authorised by the Cardholder;
  - reasons associated with any currency conversion shall be disregarded if the agreed reference exchange rate was used as the basis.
  The Client or the Cardholder must demonstrate the justifications for a refund. Any claim by the Client to a refund under this section shall be unacceptable if the Cardholder does not notify FINOM PAYMENTS of the claim within 8 (eight) weeks of the date when the amount concerned was debited.
SAFEKEEPING, LOSS, THEFT AND/OR FRAUD
1. The Client obliges and, shall cause the Cardholder to, keep the Finom Debit Card and its details safe.
2. The Cardholder will not allow any third party to use the Finom Debit Card in any circumstance.
3. The Cardholder is obliged to keep all details of the Finom Debit Card such as personal account number, verification and authentication codes, passwords, passcodes, PINs, expiry date, and issue date strictly confidential.
4. The Finom Debit Card may not be stored in an area where unauthorised parties can easily gain access, and Finom Debit Card details must not be transmitted via unsecured electronic data networks.
5. The verification/authentication codes/PINs/passcodes or passwords to the Platform or FINOM PAYMENTS mobile application may not be disclosed to anyone, not even to employees of FINOM PAYMENTS. The Client and the Cardholder are under an obligation to keep them strictly confidential and secret. These codes may not be kept together with the Finom Debit Card, written or noted on the Finom Debit Card nor made to be obtained by third parties.
6. In the case of the virtual Finom Debit Card, the verification/authentication codes/PINs/passcodes must not be stored in the mobile terminal or any other communication device.
7. If the Cardholder identifies any loss, theft, or unauthorised use of a physical Finom Debit Card or the mobile device associated with the virtual Finom Debit Card, or any Finom Debit Card details or any verification/authentication codes/PINs/passcodes, the Client and/or Cardholder must immediately report this to FINOM PAYMENTS, and immediately block and file a request to reissue the Finom Debit Card via the Platform or FINOM PAYMENTS mobile application.
8. FINOM PAYMENTS shall have the right to charge for the replacement of a lost or stolen Finom Debit Card.
VALIDITY, BLOCKING AND DESTRUCTION
1. The validity of the Finom Debit Card shall end upon the expiry of the date stipulated on it.
2. The Cardholder must destroy the Finom Debit Card after its expiry or termination unless alternative instructions are provided by FINOM PAYMENTS.
3. The Cardholder must notify the Client and FINOM PAYMENTS if it wishes to discontinue using the Finom Debit Card and must immediately discontinue the use, destroy the physical Finom Debit Card, and/or delete the virtual Finom Debit Card unless alternative instructions are provided by FINOM PAYMENTS.
4. If there are reasonable grounds to suspect that the Debit Card Terms are being breached, FINOM PAYMENTS may request an explanation of the underlying situation from the Client and/or the Cardholder or supporting documentation. In this case, the Client and the Cardholder are obliged to cooperate, answer FINOM PAYMENTS’ queries, and provide requested evidence by a deadline stipulated by FINOM PAYMENTS. If the Client or the Cardholder fails to satisfy FINOM PAYMENTS queries within the deadlines, FINOM PAYMENTS may block the Finom Debit Card without advance notice. FINOM PAYMENTS may unblock the Finom Debit Card, as soon as the reasons for the block are eliminated. This decision shall alwaysbe at the FINOM PAYMENTS sole discretion.
5. At any time FINOM PAYMENTS may - with an immediate effect and without advance notice - block, limit or terminate the Finom Debit Card when FINOM PAYMENTS has reasonable grounds to suspect that the Client or the Cardholder is/are not fulfilling these Finom Debit Card Terms, FPSA or act negligently or unlawfully in breach of any law or legislation. Such a decision may be made by FINOM PAYMENTS arbitrarily based on evidence collected by or provided to FINOM PAYMENTS and without judicial decision or any other request from a public authority.
6. The Client may instruct FINOM PAYMENTS to issue a new Finom Debit Card before the expiry date of the Finom Debit Card in the event that the Finom Debit Card has been lost, whether due to theft or not, and this loss has been reported to FINOM PAYMENTS in accordance with article 6 of these Debit Card Terms. If FINOM PAYMENTS agrees to send a new Finom Debit Card, this will be done by sending it to Cardholder‘s last notified address, provided no valid termination notice has been issued by the Client or FINOM PAYMENTS in accordance with article 11 of these Debit Card Terms. Upon delivery of the new Finom Debit Card, the Client is obliged to immediately destroy the existing Finom Debit Card or, in case of the Virtual Finom Debit Card, immediately delete the virtual Finom Debit Card.
7. If the entitlement to use the Debit Card ends before the expiry date of the Finom Debit Card, for example also the termination of the Payment Account or the FPSA, the Cardholder must immediately discontinue the use, destroy the physical Finom Debit Card immediately, and/or delete the virtual Debit Card unless alternative instruction is provided by FINOM PAYMENTS.
CHARGES AND FEES ASSOCIATED WITH THE FINOM DEBIT CARD
1. FINOM PAYMENTS shall charge fees for issuing the Finom Debit Card and for providing associated functions and services in connection with the Finom Debit Card. The terms relating to these fees are laid out in Article 14 of the FPSA and shall be communicated by FINOM PAYMENTS to the Client in accordance with the provisions contained therein. FINOM PAYMENTS shall be entitled to charge these fees directly from the Payment Account balance, taking into account the relevant provision of the FPSA relating to the payment of fees.
THE USE OF FOREIGN CURRENCY
1. All Transactions made in foreign currencies will be converted into Euro (EUR) using the exchange rate set by Visa applicable on the day it is processed by Visa for settlement, which may differ from the actual date of the transaction. To get an indication of the exchange rate that Visa applies, the Visa Exchange Rate Calculator can be found and used on the following website: https://www.visa.co.uk/support/consumer/travel-support/exchange-rate-calculator.html.
2. FINOM PAYMENTS berechnet für den Fall einer Währungsumrechnung im Sinne der vorerwähnten Regelung ein zusätzliches Entgelt, das in Übereinstimmung mit Artikel 14 Abs. 2 des FPSA durch FINOM PAYMENTS bekannt gegeben wird.
COMPLAINTS
1. With regard to any complaints by the Client of any element of the services that relate to the FINOM Debit Card, the complaint procedure as laid down in Article 17 of the FPSA does also apply to these Debit Card Terms, and should be followed by a Client if it wants a file such a complaint to FINOM PAYMENTS.
DURATION AND TERMINATION
1. The Cardholder Agreement stipulated by these Debit Card Terms has been concluded for an indefinite term. Hence the Debit Card Terms stay in effect and binding until terminated by the Client or by FINOM PAYMENTS.
2. With regard to the termination of the Cardholder Agreement by either the Client or FINOM PAYMENTS or the suspension of the services relating to the FINOM Debit Card by FINOM PAYMENTS, the Articles 19.2 up to and including 19.6 of the FPSA apply to these Debit Card Terms.
3. Without prejudice to the previous and Article 19.5 of the FPSA, FINOM PAYMENTS may, at any time and with an immediate effect and without advance notice, terminate the Cardholder Agreement when FINOM PAYMENTS has reasonable grounds to suspect that the Client or the Cardholder is/are not fulfilling these FINOM Debit Card Terms, FPSA or act negligently or unlawfully in breach of any law or legislation. Such a decision may be made by FINOM PAYMENTS arbitrarily based on evidence collected by or provided to FINOM PAYMENTS and without judicial decision or any other request from a public authority.
4. At the moment the FPSA between the Parties terminates, this Cardholder Agreement between the Parties will also terminate.
5. Termination of the Cardholder Agreement leads to a discontinuation of the use of and the services related to the FINOM Debit Card, which means that the Client’s and/or the Cardholder’s right to access and use these FINOM Debit Card and the services related thereto will cease.
CHANGES TO THE DEBIT CARD TERMS
1. FINOM PAYMENTS is entitled to unilaterally supplement, amend and/or replace these Debit Card Terms at any time. FINOM PAYMENTS will inform the Client of this at least two (2) weeks before the commencement date of the amended Debit Card Terms by making the amended Debit Card Terms available by notifying the Client in writing and publishing it on its website.
2. If the Client does not agree to the amendments of the Debit Card Terms, the Client must immediately and ultimately not later than two (2) weeks from receipt of the communication terminate the Cardholder Agreement by notifying FINOM PAYMENTS in writing with effect from the effective date of the amended Cardholder Agreement, subject to a notice period of two (2) weeks. With regard to the consequences of this termination of the Cardholder Agreement, article 11.5 of the Debit Card Terms apply. If the Client does not terminate the Cardholder Agreement or does not terminate it in time, the Client is assumed to have accepted the new Debit Card Terms. The burden of proof for the (timely) receipt of the notice of termination lies with the Client.
GOVERNING LAW AND JURISDICTION
1. These Debit Card Terms shall be governed by and construed in accordance with Dutch law.
2. Any disputes, controversies, or claims arising out of or in connection with these Debit Card Terms, including questions concerning its existence, validity or termination, shall be settled by an amicable agreement between the Parties. In case no agreement can be reached between Parties through these consultations, the competent court of Amsterdam, the Netherlands shall have exclusive jurisdiction to settle any dispute or claim that arises from or in connection with these Debit Card Terms or its subject matter.

Finom Payments Services Agreement

PREAMBLE

GENERAL

CLIENT ACCEPTANCE AND COMMENCEMENT OF SERVICES

SERVICES

Finom BUSINESS ACCOUNT

E-MONEY SERVICES

PAYMENT SERVICES

PAYMENT ORDERS AND PAYMENT TRANSACTIONS

CASH WITHDRAWALS

Finom Debit CARD

DIRECT DEBITS

ACCOUNT INFORMATION SERVICES

PAYMENT INITIATION SERVICES

THIRD PARTY ACCESS

FEES

MANAGEMENT, MAINTENANCE AND UPDATE SERVICES

DATA PROTECTION

COMPLAINTS

LIABILITY / INDEMNITY

TERM AND TERMINATION OF THE AGREEMENT

CONSEQUENCES OF TERMINATION OF THE AGREEMENT

FORCE MAJEURE

INTELLECTUAL PROPERTY

SAFEGUARDING OF CLIENT FUNDS

CHANGES TO THE AGREEMENT

COMMUNICATION MEANS

MISCELLANEOUS

GOVERNING LAW AND JURISDICTION

ANNEX I - DEFINITIONS

ANNEX II - PROHIBITED ACTIVITY

ANNEX III - Finom Debit CARD TERMS & CONDITIONS (CARDHOLDER AGREEMENT)

PREAMBLE

THE FINOM DEBIT CARD AND ACCEPTANCE OF THE CLIENT

ISSUANCE AND ACTIVATION OF THE FINOM DEBIT CARD

USE OF THE FINOM DEBIT CARD

LIMITS ON THE FINOM DEBIT CARD

UNAUTHORISED TRANSACTIONS

SAFEKEEPING, LOSS, THEFT AND/OR FRAUD

VALIDITY, BLOCKING AND DESTRUCTION

CHARGES AND FEES ASSOCIATED WITH THE FINOM DEBIT CARD

THE USE OF FOREIGN CURRENCY

COMPLAINTS

DURATION AND TERMINATION

CHANGES TO THE DEBIT CARD TERMS

GOVERNING LAW AND JURISDICTION