Terms and Conditions
A) EUROBITS is the owner of a software engine that provides the Account Aggregation Service (SERVICE) that allows private and corporate end users access to their integrated financial and non-financial position on-line.
B) The CLIENT is interested in contracting the said service to develop and/or operate an application or service built on top of it, which allows its end users to have a consolidated view of their financial and/or non-financial positions.
The SERVICE will allow the CLIENT to offer its end users a single and consolidated view of their financial and/or non-financial positions exclusively under one single service or application, and exclusively with one single brand and/or corporate identity. This single and aggregated view will derive from the data and positions that the end user, at any time, holds in different financial entities at which the end user keeps a client relationship, if they are reachable by the SERVICE through Internet Web pages.
This information, the end users’ financial data such as account balance and details, will be provided by the SERVICE upon request by the CLIENT on behalf of its end users. The provision of this functionality is the subject of this Contract.
Annex IV of this Contract contains the financial institutions, together with the financial associated products, the non-financial institutions and the associated products that are currently supported and covered by the SERVICE. This list can be further extended to add more financial institutions or banks, if/when CLIENT and EUROBITS agree upon, and/or as a consequence of the enhancement of the SERVICE offered by EUROBITS to all its clients.
EUROBITS is not liable for the commercial relationships that CLIENT holds with the end users of the SERVICE. Consequently, EUROBITS shall have no authority to arrange contracts and/or agreements with CLIENT’S clients on behalf of CLIENT, nor will it act on behalf of CLIENT with them, under the frame of this Contract
2.- SERVICES PROVIDED BY EUROBITS
EUROBITS will provide CLIENT the following services:
- To provide the information requested by the CLIENT on behalf of its end users, if requests are within the scope of searching capabilities of the SERVICE
- Set up mechanisms so that CLIENT can escalate incidences and/or bugs detected during the aggregation service provision to its end users.
3.- OBLIGATIONS OF EUROBITS
- EUROBITS will provide the services detailed in this Contract with due diligence. EUROBITS will provide to the CLIENT the requested information, whenever it is possible, and within the service parameters described in Annex I, II and III. Nevertheless, if it were not possible to deliver the requested information, EUROBITS commits to communicate this temporary unavailability to CLIENT, so that CLIENT can properly inform its end users. EUROBITS guarantees that it will provide the SERVICE per the quality standards stated in the Service Level Agreements described in Annex II.
EUROBITS guarantees that for the provision of the SERVICE will implement security measures that ensure the encryption of end users’ credentials and measures that prevent the risk of misuse or fraudulent usage of them.
- To provide the SERVICE, EUROBITS will dedicate and allocate enough qualified professionals. EUROBITS, in accordance with its operational needs, may, at any time, replace the staff assigned to the development of the service. Notwithstanding that all the staff assigned will be qualified for the provision of the services.
- EUROBITS guarantees and commits not to use end users’ credentials or data for purposes not covered or not explicitly mentioned in this Contract. Moreover, EUROBITS guarantees the safety of such data per the current applicable legislation.
4.- OBLIGATIONS OF CLIENT
- CLIENT will access and perform requests to the SERVICE per the technical specifications made available by EUROBITS to CLIENT.
- CLIENT guarantees EUROBITS that the CLIENT’s end users will subscribe Terms and Conditions that will incorporate the required authorizations granted to CLIENT to subscribe and sign this Contract. The above-mentioned Terms and Conditions will explicitly regulate that the End User grants the right to CLIENT to use its credentials in financial institutions’ online banking systems for data retrieval purposes.
- CLIENT will pay EUROBITS the amounts due for the provision of the SERVICE, per the payment terms agreed by both parties and included in this contract.
5.- PRICING AND PAYMENT TERMS AND CONDITIONS
As set in Annex V of this contract
6.- LIABILITIES AND WARRANTIES
- If the provision of the SERVICE required the processing of personal data, and in compliance with Section 12 of the Spanish Data Protection Act (Ley Orgánica de Protección de Datos), or other applicable Data Protection Law, EUROBITS, as the Processor explicitly states and agrees to: (i) use and process data with the sole purpose of undertaking the object of this Contract, and carrying out the instructions and guidelines requested by CLIENT, (ii) keep, at every moment, the highest levels of confidentiality regarding the personal data transferred from CLIENT, (iii) return to CLIENT all files and repositories containing personal data once this Contract is terminated, (iv) restrict access to and use of personal data just to internal staff, required to execute the normal provision of the SERVICE, associated to this Contract, (v) adopt the security measures to protect personal data, in accordance to the required security level stated by the applicable law, associated to the nature of the personal data managed by the SERVICE.
- Each party is responsible for complying with the obligations regulated in this clause. In case of non-compliance by one of the parties, the non-complying party will hold the other party harmless of damages resulting from breaches attributable to the referred non-compliance.
- Both parties agree that EUROBITS may subcontract a qualified contractor for the renting and outsourcing of the technological infrastructure. In particular, housing and hosting services, as well as systems operations. The new contractor will comply with Section 12 of the Spanish Data Protection Act (Ley Orgánica de Protección de Datos) of LOPD or other applicable Data Protection Laws. At no case, the use of a contractor will imply a decrease of the service quality levels committed in the present Contract, or EUROBITS’ responsibilities
- EUROBITS commits to treat confidentially any information received, directly or indirectly from the CLIENT during the provision of the SERVICE. Such information will only be used for any purpose except as expressly authorized by this Agreement. EUROBITS will not transfer to any third party any information. Furthermore, EUROBITS commits to limit and restrict access to the information only to the authorized internal staff required for the provision of the SERVICE.
- CLIENT commits to keep any information received from EUROBITS during the normal provision of the SERVICE strictly confidential. In particular, but not limited to, technical information and documentation associated to the SERVICE will be strictly protected against third party and/or competitors inquiries and/or requests.
- Confidentiality obligations, in the terms agreed in this clause, will remain in effect for a period of five (5) years after Contract termination.
- Breach of this confidentiality clause could result in the termination of the contract, without prejudice to compensation for damages in favor of the non-defaulting party.
8.- CONTRACT DURATION AND TERMINATION
- This Agreement shall be effective and will be enforced for an initial period of one year (Initial Term), unless otherwise agreed, and will be renewed annually (Renewal Term) unless:
- EUROBITS gives written notice to CLIENT at least three (3) months before the expiration of the Initial Term or any additional Renewal Term of EUROBITS’ intent not to renew or the termination of the Agreement.
- CLIENT gives written notice to EUROBITS at least six (6) months before the expiration of the Initial Term or any additional Renewal Term of CLIENT’s intent not to renew or the termination of the Agreement
- Notwithstanding the foregoing, one of the parties will have the chance to terminate the Contract if the other party is not respecting and/or complying with its obligations stated in this Contract.
- Regardless of the cause of termination, and to allocate enough time for the CLIENT to search an alternative supplier, CLIENT will have the choice to request EUROBITS, and EUROBITS will be obliged to accept, the continuation of the normal provision of SERVICE during a maximum period of three (3) additional months, starting from the date of termination. During that timeframe, EUROBITS will charge CLIENT per what it is stated in clause 5.- PRICING AND PAYMENT TERMS
9.- LAW AND JURISDICTION
- This Contract is governed by Spanish law unless otherwise agreed between the parties. The parties, expressly waiving any other jurisdiction that may apply, are expressly subject to the courts of Madrid, unless expressly agreed as mentioned above, for any legal claim that might arise from this Contract.
© EUROBITS TECHNOLOGIES, S.L. 2016. Spain. All rights reserved.