TERMS & CONDITIONS FRANCE
APPLY WHEN USER IS REGISTERED IN FRANCE
- These terms and conditions (hereafter "Terms") constitute a contract between FINOM (trade name of PNL Fintech BV), the company registered at Jachthavenweg 109 H, 1081 KM Amsterdam, the Netherlands (hereafter "Service Provider"), and the User who by registration and creation of the User's Account on the FINOM Platform obtains some or all of the Services defined herein.
2. n France the Service Provider is acting in capacities as:
- service provider providing the Services or access to the Services defined herein; and
- agent, mandated by the Institution to operate the Payment Services, when such are available to the qualifying User.
- With respect to the Payment Services, the User expressly acknowledges and accepts that the Service Provider provides the Payment Services in the name and on behalf of the Institution. The Service Provider does not conduct any banking business, does not provide on its own any financial or payment services or foreign currency exchange services.
Payment Services: may be made available to the qualifying User. The attached FRAMEWORK AGREEMENT stipulates the provision and use of the Payment Services and constitutes a contract between the User, the Service Provider and the Institution.
The User agrees with the attached FRAMEWORK AGREEMENT and understands that the FRAMEWORK AGREEMENT binds the User as a contract. The FRAMEWORK AGREEMENT does not apply to those Users who do not apply or do not qualify the Payment Services. The FRAMEWORK AGREEMENT prevails over these Terms in interpretation of wordings stipulating the Payment Services, unless otherwise provided in these Terms.
Fair Use Policy a set of consumption limits or thresholds or timeframes applicable to Services provided under Subscription(s), as may be amended from time to time by the Service Provider. Fair Use Policy consists of, but not limited to, subscription limits to number of invoices, and limits to use of Payment Account/Business Account, cards, ATM withdrawals, transfers, payments and other transactions or actions made available by the Services. The Fair Use Policy may be expressed in "Pricing" at the Service Provider's website of the country/territory of the User or as a separate standalone list and/or appear at the personal dashboard of the User's account or individually applied to a specific User as communicated by the Service Provider.
FINOM Platform: is an online services platform available at the Service Provider's website https://finom.co. The FINOM Platform is 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.
Framework Agreement: The Payment Services Framework Agreement together with Appendices is concluded by and between the User, the Institution and the Service Provider. Together with these Terms the Framework Agreement governs the use and provision of the Payment Services, including, the conditions for opening, operating and closing of the Payment Account.
The FRAMEWORK AGREEMENT is attached hereto as Annex 1 and consists of these General Conditions of Use and its Appendices:
- Appendix 1: General Conditions (applicable to the Services offered by the Service Provider acting as the Partner),
- Appendix 2: List of supporting documents to be attached to the Payment Account opening request,
- Appendix 3: Price Conditions,
- Appendix 4: Withdrawal Form,
- Appendix 5: Power of attorney,
- Appendix 6: General Conditions of Use of the Business Card,
- Appendix 7: Self-certification form for legal persons and other entities.
Institution: Institution: Treezor SAS, a simplified joint-stock company (SAS), registered with the Paris Trade and Companies Register under the number 807 465 059 whose registered office is located at 41 rue de Prony, 75017 Paris, acting as an electronic money institution within the meaning of Article L.525-1 of the Monetary and Financial Code and approved by the Autorité de Contrôle Prudentiel et de Résolution (ACPR), located at 4 Place de Budapest CS 92459 75336 Paris Cedex 09 in its capacity as an electronic money institution under number 16798. This approval can be found on the ACPR website in the Registry of Financial Agents (REGAFI) www.regafi.fr.
Payment Account: is account held by the Institution on behalf of the User to execute Payment Transactions/Payment Orders facilitated via the FINOM Platform under the provision of the Payment Services in accordance with the FRAMEWORK AGREEMENT.
Partners' terms: are the terms which are referred to or linked in the "THIRD PARTY PLATFORMS AND PARTNERS' TERMS".
Payment order: is the "payment order" or "order" defined in the FRAMEWORK AGREEMENT.
Payment Transaction: the action of transferring or withdrawing funds to or from the Payment Account as defined in the FRAMEWORK AGREEMENT.
Payment Services: payment services provided to the User on the FINOM Platform by the Service Provider on behalf of the Institution. The FRAMEWORK AGREEMENT and these Terms apply to the Payment Services.
Services: are services provided or may be made available to the User by the Service Provider via FINOM platform over the Internet, APIs, mobile media, applications, buttons, widgets, ads, on websites, service paths, URLs.
Subscription: is quantity, types and features of the Services which the User agrees to purchase from the Service Provider subject to the Fair Use Policy for an applicable fee, unless waived by a sole discretion of the Service Provider. The Subscription offers periodic access to the Services. The Subscription is stipulated as stated in these Terms and detailed in the FEES and subject to limits and timeframes of the Fair Use Policy as defined herein.
"Subscription Fees" or "Fee" or "Fees": the fee charged for Subscription as stipulated as stated in these Terms and detailed in FEES, displayed and amended from time to time in "Pricing" at the Service Provider's website of the country/territory of the User.
"User" or the "Holder" is the Internet User (person or legal entity) who accesses the FINOM Platform for professional activity and/or acts as a business. The User becomes so by registration of the User's Account and (if applicable) of the Payment Account.
The "User" who/which is subscribed to the Payment Services is also being referred to as the "Holder" in the FRAMEWORK AGREEMENT.
User's Account: is a personal space of the User opened by the User on the FINOM Platform for receiving the Services. The User agrees that the email address provided by the User in the User's Account will be used for all the communications to/from the User. The User's Account differs the Payment Account which is the account open for the Payment Services as defined herein.
The User understands, acknowledges and accepts that even though the Services are provided at/via the FINOM Platform or other means such as applications or mobile media, some Services, may be provided by the Service Provider's partners as stated in these Terms. In such cases the Service Provider may only enable the User with an access to information and services of those partners but does not provide the Services itself. Any access to the FINOM Platform and/or use of the Services is granted on the condition that the User unconditionally accepts and agrees with these Terms, the Partners' terms, the FRAMEWORK AGREEMENT to the extent they are applicable to the Services requested and received by the User.
When using the Software as a Service ("SaaS") and/or Application programming interfaces ("APIs") which access to may be provided (but not guaranteed) at the sole discretion of the Service Provider the User may be able to enter data, share content and use various functions and applications as well as to develop applications working/interacting with the FINOM's platform. The User agrees to comply with all the obligations stated in these Terms.
- Acceptance of additional business-related communications from the Service Provider is not mandatory in order to use the Services, but recommended for an enhanced customer's experience.
- If the User does not wish to accept all or part of these Terms, the Partners' terms or the FRAMEWORK AGREEMENT (if applicable) the User is required to immediately stop any use of the FINOM's Platform and terminate the Services.
- Without providing any reason the Service Provider is free to reject a potential User to register for the entire or part of the Subscription.
- For the validation of the User's registration, the User must truthfully and correctly fill in all the mandatory fields of the registration form.
- The User accepts and agrees to comply with these Terms, the Partners' terms, the FRAMEWORK AGREEMENT. The User agrees that the Institution is free to reject a registration of or provision of the services to a User at its discretion as stipulated in the FRAMEWORK AGREEMENT.
- The User has a personal space (the User's Account) after the User's registration on the FINOM Platform. Only one User's Account per one User is permitted and any fraud attempt may result in the cancellation of the User's Account.
- The User's Account and the Payment Account may be closed by the Service Provider or by the Institution at any time and without notice if fraudulent or unlawful use of the Services and the FINOM Platform takes place.
- Depending on a type of the Services there are following minimum qualification requirements:
For Online Invoicing the User must:
- be legally capable;
- be an adult (more than 18 years old) unless the User is a legal entity;
- be an entrepreneur, freelancer, or business owner and use the Services exclusively for business purposes.
The registration of the User acting as a legal entity must be carried out by a person or a legal entity legally authorized to represent and cause the User into legally binding agreements.
For Payment Services the User must:
- meet the qualifying requirements of the Institution stipulated in the FRAMEWORK AGREEMENT.
- fill out all the mandatory fields of the registration form(s) of the Institution;
- submit all the registration and compliance documents in accordance with the FRAMEWORK AGREEMENT.
- consent, accept and comply with all these Terms, and to the extent applicable with the FRAMEWORK AGREEMENT.
- provide to the Service Provider and/or the Institution or their partners any additional documents and information which is needed for initiation and provision of the Payment Services, in particular to enable to carry out the checks required to comply with legal obligations, including those relating to the fight against money laundering.
- create a Profile on the FINOM Platform in order to authenticate the User using an Identifier/confidential code/a single-use code/PIN/TAN code when transmitting a payment order in accordance with these Terms, and to the extent applicable with the FRAMEWORK AGREEMENT.
- to comply with all the applicable requirements to and duties of the User/Holder/Customer/Client as stipulated in these Terms and, to the extent applicable, in the FRAMEWORK AGREEMENT.
- The Services are made available by the Service Provider to the User via the FINOM Platform, over the Internet, software, APIs, mobile media, applications, widgets, ads, on websites or service paths or URLs.
- One of the conditions for the trouble-free use of the Services is a reliable continuous Internet connection. It is up to the User to establish this connection with the help of the User's device.
- The Services are provided in a form and according to the functionalities and technical means that the Service Provider deems most appropriate.
- The Service Provider determines feature of the Subscriptions and the limits available per Fair Use Policy and charges Subscription Fees for the provision of the Services as detailed in the FEES, displayed and amended from time to time in "Pricing" at the Service Provider's website of the relevant country where from the User subscribes for the Services. Upon its sole discretion, the Service Provider may offer the User test access to the Services. During the specified test period, the use of the Services is free. If the User wishes to continue using the Services after the end of the test period, chargeable Subscription Fees is required as indicated in the FEES, displayed and amended from time to time in "Pricing" at the Service Provider's website of the relevant country where from the User is registered.
- The Subscription offers periodic (monthly or yearly) access to the Services. The features and prices of Subscriptions are detailed in the FEES. The User indicates which Services and for how long the User wishes to use by registering for the Subscription. The Subscription is concluded by the successful completion of the registration process of the User as confirmed by the Service Provider in text form via email or by the provision of the Services to the User. The Subscription automatically renews at the end of the subscription period unless terminated by the User or the Service Provider in accordance with these Terms.
- Only the User is allowed to use the Services. A transfer of the User's account, its login and/or password or any other methods of access to the Services by the User to a third party is prohibited and entitles the Service Provider to immediately cease provision of the Services to the respective User.
- To subscribe and receive any Services, the User must comply with all the User's duties and obligations stipulated in these Terms, the Partners' terms, the FRAMEWORK AGREEMENT (if subscribed for the Payment Services) and those arising in accordance with any applicable law.
- All the Services are not guaranteed and may be partially or entirely unavailable because of technical, legal or territorial restrictions.
- The Subscriptions may include a combination of or standalone following Services:
Software as a Service ("SaaS"):
These Services enable the User to register at FINOM Platform, subscribe, amend and terminate the Services, post content and connect to API whenever the minimum technical conditions are met, such as mobile phone network, the Internet network, API, and the technical compatibility of the equipment and third-parties software.
These Services offer a variety of possibilities for online invoicing, bookkeeping and financial administration. The User may subscribe to various features and options depending on the Subscription chosen by the User. For example, the User may be provided with access to the Services allowing to generate, pre-calculate the VAT, store, distribute, register, monitor or automatically collect the payments and generate automatic reminders on electronic invoices of the User to its customers.
The Service Provider may provide the qualifying User with an access to the Payment Services in scope indicated in the Subscription and in a manner and conditions stated in theFRAMEWORK AGREEMENT.
RIGHTS AND OBLIGATIONS OF THE USER
- The use of the FINOM Platform is conducted under the sole and entire responsibility of the User. When using all the Services, the User agrees to comply with these Terms, the Partners' terms and, if the User subscribes for the Payment Services, with the FRAMEWORK AGREEMENT, and any other applicable to the User terms and conditions, contracts, and laws and to refrain from any activity that impairs or excessively strains the operation of the Services or the underlying technical infrastructure.
- For the purposes and the duration of the Services, the Service Provider grants the User a simple, spatially unrestricted, non-transferable, non-sublicensable, revocable personal right of access to the Software as a Service (SaaS) to the extent needed for the User to request and receive the Services in accordance with these Terms.
- The User may use all the Services, including SaaS only for the User's business purposes and only by himself or by the User's representatives/employees.
- The use of the FINOM Platform and the Services requires, among other things, the opening of the User's Account involving the provision of login and the choice of a password.
- To be able to register remotely and use the Payment Services, the User must have equipment for which the User is solely responsible, compatible with the FINOM Platform as well as an internet or telecom connection. The User is personally responsible for the evolution or updating of the equipment necessary to use the Payment Services. In particular, the User shall refrain from breaking the native protection of the operating system of the User's equipment and shall protect the User's equipment with an anti-virus and firewall produced and developed by a software publisher known and reputed for the reliability of its solutions.
- The User is not authorized to pass on the User's login data to third parties. The User is obliged to handle the User's login data carefully and to prevent misuse by third parties. In the event of loss or misappropriation of the User's password, the User undertakes to notify the Service Provider immediately by email or via its User's Account at FINOM Platform and/or other means displayed at the Service Provider website. Failing to do so, and in the absence of proof to the contrary, any connection or transmission of orders or data made using the password will be deemed to originate from the User and will be under the User's exclusive responsibility.
- With the respect to the information about himself the User agrees to:
- provide true, accurate, current and complete information as may be prompted by any registration forms for the Services ("Registration Data");
- promptly update the Registration Data and any other information you provide to the Service Provider, to ensure it remains true, accurate and complete.
- The User is solely responsible for the content that the User posts at the FINOM Platform, including any content that may be offensive or illegal or likely to infringe the rights of third parties.
- The User undertakes not to use the FINOM Platform to:
- Publish, transmit, share, store or otherwise make available any content contrary to the public order, prejudicial, threatening, illegal, defamatory, unauthorized, abusive, insulting, malicious, vulgar, obscene, fraudulent, privacy-invasive or infringing image rights, odious, inciting violence, racial or ethnic hatred or otherwise reprehensible;
- Create several accounts or usurp the identity of a third party;
- Transmit any element containing computer viruses or any code, file or computer program designed to interrupt, destroy or limit the functioning of software, hardware or electronic communications;
- Publish, transmit, share, store or otherwise make available any content that constitutes or encourages a criminal offense, infringes the rights of a third party or is likely to involve the responsibility of a third party or to infringe local, national or international legislation.
- In case of abnormal use or unlawful exploitation of the FINOM Platform, the User is solely liable for damages caused to third parties and the consequences of claims or actions that may arise therefrom.
- It is the responsibility of the User to take all appropriate measures to protect the User's data and/or software stored on the User's mobile or computer equipment against any attack.
- The User is solely responsible for the administration of the User's files and records. He shall ensure that the User's documents and data are kept lawfully, where necessary, and that the authorities have the necessary access to them.
FINOM PLATFORM RULES
The Service Provider makes its best efforts to ensure the proper functioning of the FINOM Platform and the Services within the limits of these Terms and as stipulated in applicable law.
- The Service Provider is not at the origin of the creation of the content published online on the FINOM Platform by the User and it is distributed under the exclusive responsibility of the User.
- Not moderating a priori the content published online by the Users, the Service Provider cannot be held liable for any content that is unlawful, contrary to good morals or constitutes any infringement of others' rights, including intellectual property rights or the processing of personal data.
- The Service Provider cannot be held liable for exchanges occurring between the Users on the FINOM Platform.
- The Service Provider cannot be held liable for any content appearing on the FINOM Platform or sent from the FINOM Platform by any third party.
- The Service Provider has a "zero-tolerance" policy towards SPAM: The User may not use the FINOM Platform or the Services to send commercial or other messages to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Services you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.
At its own risk, liability and expense the User may develop applications or widgets to have them listed and interacting with the FINOM platform by means of the Application Programming Interfaces (the "APIs").
The User represents and warrants that the User has all right, title and interest necessary to list the User's application, including all intellectual property rights in and to the User's application and any trademarks. The User further represents and warrants that the User's application does not violate any third-party rights or any applicable laws and regulations. User grants the Service Provider permission to perform (at our sole discretion) one or more reviews on the User's application, and any related services and/or computer systems and to disconnect the User's application at the Service Provider sole discretion. User acknowledges and agrees that the Service Provider does not "certify", warrant or support the Users' application in any way. The User agrees not to create the impression that the User's application is somehow developed by the Service Provider or in cooperation with the Service Provider, or is in any way approved or endorsed by the Service Provider. The User accepts that the User will be solely responsible for providing support to the users of its own application and to perform (necessary) maintenance on the User's application. For the sake of clarity, listing User's application does not mean the Service Provider will provide any (extra) support to the users of the User's application. The User acknowledges and agrees that the User will safeguard the privacy of the users of the User's application in line with all applicable privacy laws and at least with a high degree of (data) security. The User gives the Service Provider a free perpetual unrestricted worldwide license to use the User's application and any related trademarks for marketing purposes for the Service Provider's own benefit. User agrees to fully indemnify the Service Provider and its users, directors, officers, and employees for any (third party) claims for loss or damage of any nature arising out of User's use of APIs, the use of its application, or for any breach of these Terms.
- The Service Provider is entitled to assign its rights and obligations towards the User to a group company or to a third-party.
- The User accepts that the Service Provider is entitled to use subcontractors for registration, provision and termination of the Services and processing of the User's data as well as for operation of the FINOM Platform.
THIRD PARTY PLATFORMS AND PARTNERS' TERMS
- In addition to these Terms, the User undertake to abide by the General Terms and Conditions of the platforms, mobile applications, websites, providing access to the FINOM Platform, in the form of mobile application and third-party tools used by the FINOM Platform.
- The use of these third-party platforms, mobile applications, websites by the User entails the collection and processing of personal data for which the Service Provider cannot be considered as the data controller.
- The Service Provider cannot be held responsible for the technical availability of websites or mobile applications operated by third parties (including its possible partners) to which the User would gain access through the FINOM Platform.
- The Service Provider accepts no responsibility for the content, advertising, products and/or services available on such third-party platforms, websites and mobile applications, which are reminded that they are governed by their own conditions of use.
The User having access to the FINOM Platform via the App Store platform declare beforehand that they have accepted the Apple Media Terms and Conditions in their latest update and comply therewith.
The Apple Media Terms and Conditions are available at:http://www.apple.com/legal/internet-services/itunes/fr/terms.html#SERVICE
The User having access to the FINOM Platform via the Google Play platform of Google declare beforehand that they have accepted the Google Play Terms and Conditions in their latest update and comply therewith.
The Google Play Terms and Conditions are available at:http://www.google.com/mobile/android/market-tos.html
Specially for Italian based Users or Users doing business with Italian clients: interaction (transmission, reception, signature of electronic invoices) with the Electronic Invoices Interchange System (SDI) and fulfilment related to the substitutive preservation of electronic invoices in Italy, the application uses software developed by DocuMI SRL with headquarters at Via Emanuele Filiberto 4, 20149 Milan, Italy, VAT number IT12281740154 ("DocuMI"). By signing up for the services of electronic invoicing in Italy User shall agree and accept to the Terms and Conditions of DocuMI.
- The presentation of and the FINOM Platform, software, know-how of the Service Provider constitute a work protected by the laws in force on intellectual property, of which the Service Provider is the owner.
- Any reproduction, integral or partial, is systematically subject to the authorization of the Service Provider.
- No intellectual property rights are assigned to the User.
- The texts, images, drawings, and layout as well as the graphic charter of the FINOM Platform, are protected by intellectual property law.
- It is forbidden to copy, extract, distribute or modify the content of the FINOM Platform for commercial purposes. Downloading and printing of text, images, and graphics are permitted for private and non-commercial use only. The reproduction of drawings, images, sound documents, video sequences and texts in other electronic or printed publications requires the prior written consent of the Service Provider. The lack of authorization is penalised by the offense of counterfeiting.
- The FINOM Platform and the Services, and any information provided by it, other than User's data, is protected by copyright and other intellectual property rights and is owned by or licensed to the Service Provider. Any development or adaptations made to such intellectual property by the User shall vest in the Service Provider or its licensors. The User shall notify the Service Provider of any actual or suspected infringement of the Service Provider's intellectual property rights and any unauthorised use of the FINOM Platform or the Services that User is aware of.
- Trademarks and logos on the FINOM Platform are registered and protected trademarks. Any total or partial reproduction of the trademarks and/or logos present on the FINOM Platform, made from elements of the FINOM Platform without the expressed authorization of the Service Provider constitutes an infringement punishable by applicable law.
- Databases established or may be established in a future by the Service Provider are protected by copyright and applicable law. Unless otherwise authorized in writing by the Service Provider, any reproduction, representation, adaptation, translation and/or modification, in whole or in part, and any substantial qualitative or quantitative extraction to another platform is prohibited and punishable.
- In relation to any and all material uploaded by the User and any and all data of the User, the User grants to the Service Provider, its suppliers and sub-contractors, a non-exclusive worldwide irrevocable licence to use it to the extent necessary for the FINOM Platform management and provision of the Services for the duration necessary for the management of the User's account. The User represents and warrants that no uploaded material or data will infringe third party rights or intellectual property rights and will not contain any material that is obscene, offensive, inappropriate or in breach of any applicable law.
- The User warrants the Service Provider against any claims of any kind whatsoever arising out of the ownership of the rights granted, whether it be in respect of intellectual property rights or in respect of image rights or in respect of unfair competition or parasitism and undertakes to reimburse the Service Provider any sums to which it would be condemned as such.
- The Service Provider determines features of the Subscriptions and a set of amounts or limits or thresholds or timeframes applicable to the Services (Fair Use Policy), and charges under the Subscription Fees, displayed and amended from time to time in "Pricing" at the FINOM Platform as displayed in the country where User's business is registered. For instance, "Pricing" may be displayed as follows:
- Fees for France: https://finom.co/en-fr/pricing/pricing-compare/
- All prices are exclusive of taxes and may vary depending on the country of residence/enrolment of the User.
- Upon its sole discretion, the Service Provider may offer the User free test access to the Services. If the User wishes to continue the Subscription after the end of the test period, a chargeable Subscription Fee is required as indicated in "Pricing" at the Service Provider's website of the relevant country where from the User subscribes for the Services.
- Upon its sole discretion, the Service Provider may offer the User from time to time a special kind of a promotional Subscription Fee "Lifetime Fee". The name "Lifetime Fee" is provided hereto as an example and subject to change upon the Service Provider's sole discretion any time. Such or similar Lifetime Fee may be offered at the rate "ZERO" or at the fixed rate guaranteed to not ever increase to those Users who will subscribe to certain Subscriptions participating in the promotions run by the Service Provider at a certain time. The Lifetime Fee will remain fixed at the rate which is in effect at the moment when a particular User subscribes to an eligible promoted Subscription. The Lifetime Fee might be offered at the adjusted rate for other Users in separate promotions run by the Service Provider. The User loses an entitlement to the Lifetime Fee if an eligible for promotion Subscription is terminated by either Party.
- Payment for the Subscription is made monthly or annually, depending on the Subscription chosen by the User, by credit card (Visa, Mastercard), by (SEPA) direct debit or any other payment methods (bank transfer, Klarna, Sofort, IDeal, PayPal, etc). The billing period runs for one month or one year in advance, from the date on which User successfully registers for the Subscription. The Service Provider reserves the right to offer the User a possibility to enter into Subscriptions for different periods (e.g. quarterly).
- The Service Provider reserves the right to offer the User an option to purchase a "Top-Up" of the Subscription Fees which will allow the User a flexibility to purchase additional Services in the Subscription period. The "Top-Up" will not change the Subscription but add temporary additional pre-paid amount of certain Services chosen by the User. Unless otherwise determined by the Service Provider, after the use of the additional "topped-up" Services the Subscription continues with the same limits and amounts unless "topped-up" again by the User. The payment methods of the "Top-Up" are the same as for the Subscription Fees. The "Top-Up" rates are subject to change any time by a sole discretion of the Service Provider and no special notification to the User or observance of a notice period will be required.
- All the Subscription Fees, "Top-Up" and all the charges in connection with the Services shall become due immediately upon receipt of the invoice by the User and will be deducted or withdrawn from the credit card or bank account (in the countries where this is available) on a monthly or annual basis, until the termination of the Subscription.
- Service Provider reserves the right to change the billing entity to a different subsidiary as required.
- No refund of the Subscription Fees will be paid in case of premature termination of the Subscription by the User, unless such termination is caused by the Service Provider's unilateral change of FEES or Subscriptions to the detriment of the User (worthening of conditions), in such case the Subscription Fees will be refunded as stated in article 9 of this Section.
- In case of termination of the Subscription by initiative of the Service Provider the Subscription Fees will be refunded to the User pro-rata to number of days Subscription remained in force in the applicable billing period when termination occurred.
- If the monthly or yearly Subscription Fees cannot be debited from the credit card or the bank account, the User's access to the Services will be immediately blocked. Upon receipt of payment, access to the system will be released. The Service Provider is entitled to charge the User with € 25 per each rejected charge. The User must then either transfer the total amount to the bank account provided by the Service Provider within 4 working days or to authorise the Service Provider to withdraw it or deduct from the credit card or the bank account of the User (in the countries where this is available).
- Notwithstanding to the contrary what might be construed from the FRAMEWORK AGREEMENT, the Service Provider is entitled to change all the FEES, including the Fair Use Policy and any or all of its components, the Subscription Fees, rates/prices, "Price Conditions" for the Payment Services, "Lifetime Fees", "top-up" rates, names and description of the Subscription types, and all the charges in connection with the Services at its sole discretion.
- At its sole discretion the Service Provider may offer the User an opportunity to participate in various rewards programmes ("Rewards"), such as, but not limited to, the Cashback rewards programme ("Cashback"), the Referral rewards programme ("Referral") or rewards for using payment card at the pre-selected list of retailers ("Points"). The terms, the Parties' duties and obligations are/will be set out in the Rewards Rules.
- In addition to the Rewards, the Service Provider may at its sole discretion offer potential Users or the User temporary short-term limited promotions ("Promos"). The Promos will be subject to individual terms, qualifications and limitations explained either on the dedicated promo pages at the FINOM Platform or at the Rewards Rules. The Promos are not guaranteed, may not be available or might offer varied incentives in different regions.
- The benefits of any and all the Rewards do not constitute a part of the Subscription Fee unless stated otherwise in the Rewards Rules. Entitlement to benefits of the Rewards is not guaranteed and offered at the sole discretion of the Service Provider.
- The Service Provider may amend from time to time the Promos, the Rewards, the Rewards Rules and all the provisions of these Terms regulating the Rewards and/or Promos without any prior notice to the User. These Terms and any alterations shall be considered accepted if the User continues participating in the Rewards or Promos.
- The Rewards automatically stop upon the termination of the contract by either Party. For example, but not limited to, when the Services are terminated or when the User deregisters and closes the User's Account.
- The Service Provider, acting in good faith, reserves the right to unilaterally cancel or replace the Promos or Rewards or transfer the ownership of the Rewards and the right to make alterations to or amend the Promos or Rewards, and redemption structure, the Terms, the participation of any partners in the Promos or Rewards, or Rewards Rules at any time.
- The User can terminate the participation in the Rewards at any time at the Account or by notifying the Service Provider as stated in the Rewards Rules.
- Upon the termination of all or any programme under the Rewards by either Party the User will be provided with a timeframe and a method to use up any accrued and unexpired under the Rewards cashbacks, bonuses, credits, points as will be stated in the Rewards Rules.
AMENDMENT OF SUBSCRIPTION OR TERMS
- Notwithstanding to the contrary what might be construed from the FRAMEWORK AGREEMENT, the Service Provider is entitled to amend these Terms any time. For avoidance of doubts, it is stressed herein that the Service Provider is entitled at its sole discretion to 1. change any and all of the components of the Fair Use Policy, FEES, the Subscription Fees, including rates/prices, the "Pricing", "Price Conditions" for the Payment Services, "Lifetime Fees", "Top-up" rates, and all the charges in connection with the Services.
- All other changes to these Terms will become effective 15 days after they are published (unless otherwise provided in these Terms or separate communication to the User). If the User has questions to the proposed changes the User can always contact the Service Provider via the chat at the FINOM Platform or email to Customer Service at email@example.com. If the User does not terminate the Services, the new terms of the Services will deem to have been accepted by the User and continue on the new amended terms.
- The changes brought in by the Service Provider addressing the new features, all the changes of FEES (except those to detriment of the User), improvements, new components to Subscription Plans, or changes made for public safety or compliance or regulatory reasons, will be effective immediately (unless otherwise provided in these Terms or in separate communication to the User).
- When the Service Provider increases the FEES and/or reduces a number of the Services or changes components of the Fair Use Policy to the detriment of the User (worthening of a ratio of price versus delivered value of the Services) the changes will take effect in 15 days after announcement, unless such change is dictated by public safety or compliance and regulatory reason (then it becomes effective immediately). If the User does not wish to accept such new worthening of the FEES and/or components of the Fair Use Policy it may terminate the Subscription. Unless a detrimental for the User change is dictated by compliance or regulatory reason the Subscription Fees will be refunded to the User pro-rata to number of days Subscription remained in force in the applicable billing period regardless whether the termination occurred by initiative of the Service Provider or of the User.
- When the User wishes to amend the Subscription, the User should notify the Service Provider as stated in these Terms, by email to firstname.lastname@example.org or via its User's Account and/or other means displayed at the Service Provider website. The amendment is not guaranteed and subject to technical, legal and pricing possibilities determined by the sole discretion of the Service Provider.
- If the User wishes to switch from a monthly Subscription to an annual one, this is possible with effect from the first day of the next billing month. The Subscription will then be automatically extended by one year and the annual amount is due immediately upon receipt of the invoice.
- If the User wishes to amend its annual Subscription mid-term (before expiry of the subscription period) by switching to a lesser amount of Services (smaller Subscription) or by switching to a monthly Subscription the User must notify the Service Provider any time before an automatic renewal of the Subscription. If the User switches from an annual Subscription to a monthly Subscription, this is possible until the last day of the subscription year and with effect from the first day of the next subscription year, if there is an option for a monthly Subscription. The Subscription will then continue to run automatically on a monthly basis. A similar mechanism will be valid if the Service Provider introduces a different billing period.
- The "Top-up" rates are subject to change or termination any time by a sole discretion of the Service Provider and no special notification to the User or observance of a notice period is required. Current available "Top-up" rate are announced at the FINOM Platform in FEES section.
- The Service Provider is always entitled to offer new services available to the User announcing those at the FINOM Platform or personalised emails. The User is free to choose any time whether the User wishes to subscribe to new Services and whether the User wishes to receive emails as well as to change its decision by unsubscribing.
- Any amendment or alteration of the Rewards is regulated as stated in the Rewards Rules which wordings prevail over the terms of this Section.
Amendment to the Payment Services:
- Any amendments to the FRAMEWORK AGREEMENT affecting solely the Payment Services (without affecting the FEES or the Fair Use Policy or the "Pricing" or the "Price Conditions" or other Services) shall take place as stated in the FRAMEWORK AGREEMENT. If the User has questions to the proposed changes the User can always contact the Service Provider via the chat at the FINOM Platform or email to Customer Service at email@example.com or act as stated in the FRAMEWORK AGREEMENT.
- Notwithstanding to the contrary what might be construed from the FRAMEWORK AGREEMENT, the Service Provider is entitled at its sole discretion to change the Fair Use Policy. FEES, the Subscription Fees, including rates/prices, and limits applied under the Fair Use Policy, the "Pricing", the "Price Conditions" for the Payment Services, "Lifetime Fees", "Top-up" rates, and all the charges in connection with the Payment Services.
TERMINATION OF SUBSCRIPTION AND SERVICES
- The termination of the Payment Services solely (without termination of other Services) will take place as stated in the FRAMEWORK AGREEMENT. In case of questions the User may contact the Service Provider any time via chat at the FINOM Platform or email to Customer Service at firstname.lastname@example.org or act as stated in the FRAMEWORK AGREEMENT.
- The termination of the Payment Services solely does not terminate the entire Subscription including other Services, the Subscription will run until the end of the Subscription period or until it is terminated or expires.
- The request for termination of the Subscription by the User can be done any time in the settings of the User's Account. If this is not possible for the User, the termination can alternatively be declared in text form via email to Customer Service at email@example.com
- The Subscription runs until the end of the Subscription period and will automatically renew on the same terms and for the same period unless amended or terminated by the User or the Service Provider. Any free test access to the Subscription ends automatically at the end of the respective test period. A separate notice of termination is not required for test access.
- The annual Subscription can be terminated by the User as of the last day of the applicable Subscription period. In case of a mid-term premature termination the unused portion of the Subscription Fees will not be refunded to the User, unless termination occurred because of detrimental changes to the Subscription caused by the Service Provider's unilateral decision as described in article 8 of Section "FEES" and article 4 of Section "AMENDMENT OF SUBSCRIPTION OR TERMS", in such case the Subscription Fees will be refunded to the User pro-rata to number of days Subscription remained in force in the applicable billing period regardless whether the termination occurred by initiative of the Service Provider or of the User.
- Termination of the Rewards is regulated as stated in the Rewards Rules which wordings prevail over the terms of this section.
- If the User act unlawfully or breaches any of the User's duties undertaken under these Terms, or the Partners' terms, or the FRAMEWORK AGREEMENT or the Fair Use Policy, the Service Provider is entitled to terminate the Services and the Subscription any time with an immediate effect, without observance of notice period and without pro-rata reimbursement of the User.
- The Service Provider reserves the right to delete the User's data after termination of the Services, regardless of the reason for termination. The Service Provider retains only the data required for the minimum period to comply with relevant legal requirements following termination of the Services.
WARRANTY AND AVAILABILITY OF SERVICES
- The FINOM Platform, SaaS, APIs, and the Services are provided "as they are" and the Service Provider expressly disclaims any further representations, warranties, conditions or other terms, expressed or implied, by statute, collaterally or otherwise, including but not limited to implied warranties, conditions or other terms of satisfactory quality, fitting for a particular purpose or reasonable care and skill.
- The Service Provider is entitled to make operational changes to the Services for improvements or otherwise (f.i. updating software) without giving the User prior notice. In some circumstances, it may be necessary to suspend access to the Services, usually between 21:00 and 07:00 CET. Notice of such a suspension will be given to the User in advance if possible. The Service Provider will not be responsible for any consequences of such suspension.
- The Service Provider assumes no responsibility for the functionality of the connection to its servers and the loss of data, in the event of power failures and failures of servers that are not within its sphere of influence.
- The Service Provider takes reliability and security seriously and puts a great deal of effort into ensuring that the Services operates all the time and that it is a secure environment for your data. We use what we believe to be "best-of-class" hosting services and security technologies and services that we believe provide you with a secure and safe environment.
- However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use the services, you accept these risks and the responsibility for choosing to use a technology that does not provide perfect security or reliability.
LIMITATION OF LIABILITY
- The Service Provider is not liable for any content published online by the Users that is unlawful, contrary to good morals or constitutes any infringement of others' rights, including intellectual property rights or the processing of personal data.
- The Service Provider is not liable for exchanges occurring between the Users on the FINOM Platform and between the User and the Institution.
- The Service Provider is not liable for any content appearing on the FINOM Platform or sent from the FINOM Platform to or by any third party.
- The Service Provider is not liable for the information entered by the User for registration, subscription, amendment, maintenance or termination of the Services. The User is responsible for their accuracy, completeness and timeliness.
- The Service Provider is not responsible for the technical availability of platforms, websites or mobile applications operated by third parties (including its possible partners) to which the User would gain an access through the FINOM Platform.
- The Service Provider accepts no responsibility for the content, advertising, products and/or services available on third-party platforms, websites and mobile applications, which are reminded that they are governed by their conditions of use.
- The Service Provider is not responsible for the Services disruptions due to force majeure, in particular during a failure or overload of global communications networks. For this reason, the User cannot claim a reduction or reimbursement of Subscription Fees and charges in connection with the Services.
- Without limitation of the foregoing, neither Service Provider nor any subcontractors shall be liable for any direct, special, indirect, incidental, exemplary, punitive, or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Services, including without limitation any damages caused by or resulting from your reliance on the Services or other information obtained from the Service Provider or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to services of the Service Provider.
- The Service Provider is not liable for the loss of data insofar as the damage if the User has failed to fulfil statutory retention obligations and therefore the lost data cannot be restored with a reasonable effort.
- The Service Provider is not be liable for any damages that User may incur due to lack of security measures in the transmission of the data.
- The Service Provider is not liable and responsible for any damages to the User caused by third parties, Service Provider's partners or the Institution.
- Any liability for damages is limited to the amount of the Subscription Fees. The liability for damages, due to data loss, is limited to the amount that would have resulted with proper data protection, however, this will not exceed the annual fee.
- Damage claims for breaches of contract and illegal action can only be executed if there is evidence for intentional gross negligence of the Service Provider and/or its agents. Additionally, the liability of the Service Provider also remains unaffected in case of personal injuries and mandatory legal provisions.
- Any right of the User's claims in connection with this contract expire one year after its occurrence unless otherwise provided in the applicable law.
- The User and The Service Provider undertake to comply with the regulations applicable to personal data and in particular with the General Data Protection Regulations (EU Regulation 2016/679) (GDPR).
- The Service Provider shall ensure that the User's personal data is collected, stored and processed only to the extent necessary for the performance of the Services, sending of commercial proposals in connection with the Services and for execution of contractual duties and obligations.
Personal data processed on behalf of the Institution
- For provision of the Payment Services, the Service Provider is required to process personal data relating to Users, on behalf of the Institution as its agent.
- In accordance with article 28 of the GDPR, the methods of processing of personal data relating to Users by the Service Provider, within the framework of the Payment Services, are governed by a relevant data processing agreement concluded between the Institution and the Service Provider.
- The conditions for carrying out this processing in connection with the Payment Services, as well as the procedures for the exercise of their rights by the data subjects are detailed in theFRAMEWORK AGREEMENT.
Personal data of the User's customers
The provision of the Services may require the Service Provider to process personal data of data subjects which are the User's customers.
5.1. Undertakings of the User and the Service Provider:
- When the User is acting as the company processing personal data of its customers by uploading, amending, sharing, deleting it at the FINOM Platform it will act as a data controller in a meaning defined in the GDPR. The Service Provider will then act as a data processor, processing data on the User's behalf.
- The User is responsible for the processing of personal data in accordance with applicable privacy protection law, including GDPR. In particular, the User is responsible for informing the persons concerned, keeping of the register of processing operations and all the obligations in accordance with GDPR.
- The User confirms that it is authorised to instruct the Service Provider to process any such information and that all instructions given will be lawful.
- The data provided by the User to the Service Provider for the performance of the Services remains the sole property and under the sole responsibility of the said User.
- The User must always make a back-up of the User's data on the User's device and is responsible for storing the User's data securely and separately.
- The FINOM Platform allows the User to export records and data which the User agrees to export entirely in case of the termination of the Services.
- The Service Provider will take all necessary technical and organisational security measures to ensure safe and secure processing of any User's data and prevent system information from being accidentally or illegally destroyed, lost or wasted, and to prevent such information from falling into the hands of any unauthorised party or from being misused or otherwise treated in a way which is contrary to applicable data protection regulation such as, but not limited to, GDPR which applies to personal data protection.
- The Service Provider undertakes to process personal data only for the performance of the Services and in accordance with the User's documented instructions, including with regard to the transfer of data outside the European Union.
- In order to regulate the processing relations between the Service Provider and the User, the Data Processing Agreement (DPA) is required. The User agrees hereby and completely accepts all the terms of the DPA attached hereto as Annex 2. This DPA only applies to those Users who are data controllers as described herein and defined in the GDPR.
- These Terms shall be governed by and construed in accordance with the laws of the Netherlands, and the Courts of the Netherlands shall have exclusive jurisdiction to determine any dispute concerning these Terms and/or their subject matter.
- Should individual provisions of these Terms be or become ineffective, this shall not affect the validity of the remaining provisions.