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LEGAL

Terms and Conditions

SCOPE

  1. These General Terms and Conditions set out the legal framework of the business relationship between COMO DL and the corporate customer (“Customer”) in relation to the products and services provided by COMO DL pursuant to any agreement entered into between COMO DL and Customer (these General Terms and Conditions together with such agreement and their annexes are hereinafter referred to as the “Agreement”).

  2. Where the terms of these General Terms and Conditions differ from the terms of a contract individually agreed between COMO DL and the Customer, the terms of the latter shall prevail over the General Terms and Conditions, unless expressly stated otherwise or it is contrary to any duty under applicable law.

  3. The headings in these General Terms and Conditions are for reference only and do not limit the scope of each clause. Capitalised terms have specific definitions and are provided in Clause 20 or otherwise in the text of these General Terms and Conditions.

 

COMO DL SERVICES

  1. COMO DL has developed and operates a global modular payment platform and offers a range of multi-currency accounts and payment services, including without limitation real IBANs in multiple currencies.

  2. At COMO DL’s discretion, COMO DL through its payment platform may provide Customer with one or more of the following services (“Services”), as contractually agreed from time to time between Customer and COMO DL:

    • Execution of direct debits, including one-off direct debits;

    • Execution of payment transactions through a payment card or a similar device;

    • Execution of credit transfers, including standing orders (including but not limited to SEPA transfer);

    • Acquiring of payment transactions; Money remittance (including but not limited to Payment / Collection on Behalf);

    • Access to multi-currency account;

    • Facilitation of payments through the SWIFT network.

  3. COMO DL consumer dashboard will allow Customer to access the Services online and to perform Transactions electronically. By accepting the Agreement, Customer will be able to enter COMO DL Platform.

  4. COMO DL may also render other services, in which case, they will be rendered on separate terms and conditions or via a supplementary agreement.

  5. COMO DL shall not be obliged to provide any of the Services. COMO DL does not provide any investment or investment advisory services and will not carry out any monitoring of Customer’s financial circumstances.

  6. COMO DL may, in its reasonable discretion, withdraw or suspend any or all of the Services to Customer if COMO DL becomes aware of or reasonably suspects financial crime activity, unauthorised or fraudulent use of the Services, for reasons relating to the security of such Services and Platform, or where COMO DL considers that rendering the Services would breach any Applicable Laws or Compliance Obligations. COMO DL will not be liable for any Loss that Customer may incur from such withdrawal or suspension of the Services, except if COMO DL acted fraudulently, negligently or recklessly in relation thereof, in which case COMO DL’s liability to Customer will be as set out in Clause 13.

  7. Customer authorises COMO DL to block Account(s) or to take such other measures as COMO DL may deem appropriate upon extrajudicial opposition notified to COMO DL by third parties regarding Customer’s assets, or if COMO DL is informed of any actual or alleged unlawful operations by Customer or by the beneficial owner(s) of the Account(s), or if any third party claims exist on the assets held by Customer with COMO DL.

  8. If Customer becomes subject to an Insolvency Event, then COMO DL may refuse to act on any Instructions from Customer or anyone else unless Customer has obtained a validation order from the court. Upon receipt by COMO DL of evidence that a liquidator or administrator has been appointed, COMO DL will act on their Instructions. Customer shall inform COMO DL if it knows or suspects that it will become subject to an Insolvency Event.

 

AUTHORISED USERS

  1. By entrusting the powers of representation to the persons responsible for using the Platform in its name and on its behalf (hereinafter the "Authorised Users"), the Customer expressly acknowledges - unless otherwise specified by Customer in writing prior to their designation - that these Authorised Users have the right to validly engage the Customer and to give Instructions and/or request to COMO DL:

    • Adding or removing other Authorised Users, including administrators; or

    • Activating or deactivating services or features available on the Platform.

  2. Only Authorised Users may access and use the Platform. Customer may designate Authorised Users in a manner as approved by COMO DL in its discretion. A person shall only become an Authorised User upon COMO DL’s approval. COMO DL’s approval of an Authorised User may be subject to Customer providing evidence of his or her identity or other documentation. COMO DL reserves its right to decline at its sole discretion any request for designation of any new Authorised User and may without notice disable Authorised Users’ access to the Platforms, in whole or in part.

  3. Customer shall notify COMO DL without undue delay if the information provided relating to an Authorised User is no longer up to date. Customer shall inform COMO DL in writing via email or electronic processes such as the Platform and dashboards if an Authorised User should be removed or added or if Customer wishes to request any other amendments to roles and privileges assigned to any existing Authorised User.

  4. Authorised Users shall be provided with personalised security credentials to access the Platform and, to the extent applicable, one-time password/code for strong customer authentication through an authentication device or authentication software to authorise Transactions through the Platforms. passwords must be kept safe by each Authorised User and must not be shared with or used by any other person.

  5. Authorised Users are obliged to immediately notify COMO DL upon becoming aware of irregularities, hacking, misuse or unauthorised use of the Platforms, any authentication device or software or any of the Services, including Customer Accounts. In such event COMO DL will block any such systems and Accounts.

  6. Authorised Users are required to take all necessary measures to ensure that the technical characteristics of any device used to access the Platform, any authentication device or software, internet access and telecommunications means are up to date for obtaining information and for access to the Transactions and Services offered by the Platform. Authorised Users are responsible for keeping such devices and/or software up to date and installing all manufacturer provided updates and security fixes when available. Furthermore, Customer is required to manage properly the security of such devices through installing and updating security components (antivirus, firewalls, security patches, etc.). Furthermore, COMO DL reserves the right to decline any and all support to software versions that are not up to date with the latest available version.

  7. Customer shall be responsible for training of Authorised Users so that they take all measures necessary to protect the personalised security features of the Accounts and only use the Services and any Accounts in accordance with the Agreement.

  8. COMO DL shall ensure that Instructions from Authorised Users are executed as soon as reasonably possible, but in no particular order. COMO DL shall treat an Instruction as genuine if COMO DL believes in good faith that the Instruction is from an Authorised User (for example, because it appears on the face of it to have been given by an Authorised User) and there are no circumstances that COMO DL is or should reasonably be aware of that cause COMO DL to suspect the authenticity of the Instruction. COMO DL may assume, except in case of manifest error, that the information provided by Customer in connection with a Transaction is correct.

  9. If COMO DL deems necessary to contact Customer or an Authorised User for the purposes of the verification of an Instruction but is unable establish contact, or if following COMO DL’s request Customer or an Authorised User do not provide appropriate Instructions, the Transaction may be delayed or may not be executed.

  10. COMO DL may reject or delay, in its discretion and without liability, any Instruction from Customer if:

    • an Instruction is inaccurate, incomplete or unclear;

    • the Instruction has not been properly authorized by Customer or that any other breach of security has occurred in relation to Customer use of the Services;

    • the Instruction would result in a negative balance on any of the Accounts and/or cause any limit imposed by COMO DL in relation to Accounts to be exceeded;

    • it is an Instruction that, in the opinion of COMO DL, implies a risk of participating in a scheme that could potentially be money laundering, terrorist financing or any other criminal activities, including however no limited to, tax fraud;

    • legal or regulatory requirements prevent COMO DL from executing the Instruction or mean that COMO DL need to carry out further checks;

    • the Transaction seems unusual in light of the ways Customer ordinarily use the Account(s);

    • the Instruction involves a Transaction that is not within the internal acceptable risk scope of COMO DL;

    • an injunction or order from any competent Authority or court to freeze funds or any other specific measure associated with preventing or investigating crime has been imposed;

    • any third-party claims exist on the funds held and upon extra-judicial opposition notified to COMO DL by third parties regarding Customer’s assets; or

    • Customer is in breach of its obligations under the Agreement or any other fact or matter persists as a result of which COMO DL is entitled to terminate the business relationship with Customer or block access to Customer Accounts.

  11. COMO DL reserves the right to reject any order or Instruction due to compliance reasons and/or for not being in accordance with Applicable Law.

  12. COMO DL will not be liable for any Losses Customer suffers as a result of a rejection or suspension of the execution of an Instruction.

  13. COMO DL shall not be liable for delays, errors or misinterpretations that may arise from incomplete or unclear Instructions.

 

COOPERATION DUTY BY CUSTOMER

  1. Customer hereby declares that the assets deposited now and in the future in any Account are not of criminal origin, nor are they in any way likely to be used in the financing of terrorism or violation of sanctions laws and other Applicable Law.

  2. Customer agrees to cooperate with COMO DL on all compliance and operations related matters and to comply with anti-money laundering, counter terrorist financing, and similar legal and regulatory obligations applicable to COMO DL.

  3. Customer agrees to respond to COMO DL’s urgent requests as soon as possible and no later than four (4) Business Days from the receipt of the request, for example on information related to specific Transactions and beneficiaries, payers or payees and provide all relevant “Know Your Client” (“KYC”) documentation.

  4. Customer agrees to respond to COMO DL’s less urgent requests of information as soon as possible and no later than ten (10) Business Days from the receipt of the request.

 

OTHER CUSTOMER OBLIGATIONS

  1. Customer shall ensure at all times that:

    • the execution of its obligations under the Agreement, the Transactions and the Services do not contravene any Applicable Law or any order of any Authority or any judgment, order or decree of any court having jurisdiction over Customer, nor the provisions of Customer’s formation documents;

    • has and will maintain for the term of the business relationship all consents, authority, licenses, registrations, authorisations, exemptions and memberships necessary for the conduct of Customer’s business;

    • it is in compliance with the Applicable laws;

    • it has neither suspended the payment of its financial obligations as they fall due, entered into arrangement with its creditors, become subject to liquidation, bankruptcy, restructuring or other bankruptcy proceedings, been party to any enforcement proceedings levied against its assets, nor it has been threatened with any insolvency or enforcement proceedings;

    • the information provided by Customer to COMO DL is complete, accurate and not misleading in any material respect.

  2. Customer shall inform COMO DL immediately if Customer breaches any of the obligations set out in this Clause 5.

  3. Customer shall take all necessary measures to protect the personalised security features of the Accounts and only use the Services and the Accounts in accordance with the Agreement. Customer has no rights to (and shall not attempt to) tamper, hack, modify or otherwise corrupt the security or functionality of any Transaction Platforms.

 

CUSTOMER IDENTIFICATION REQUIREMENTS AND COMPLIANCE REVIEW

  1. COMO DL is legally required to request information and documentary evidence for the acceptance process and knowledge of its customers and their Transactions throughout the business relationship.

  2. For the beginning of a commercial relation with COMO DL and in order to comply with the COMO DL’s KYC obligations, Customer is required to transfer the data and documents requested by COMO DL, such as for example:

    • the articles of association or the formation document of the entity, structure chart, any applicable proxies and powers of attorney, list of the directors, managers, representatives, the ultimate beneficiaries, as well as the business and the VAT number;

    • In relation to the relevant natural persons: full name and surname, date and place of birth, address, domicile, place of residence, a copy of an official identity card, as well as business number and/or VAT registration number.

  3. COMO DL can ask the Customer to provide additional information at any time. COMO DL also reserves the right to legally collect such additional information from third parties and other identification services.

  4. Customer shall provide COMO DL with correct, accurate and truthful information and documentation.

  5. COMO DL is liable for the consequences of any alleged fraud or gross negligence in recording the relevant data it has requested. The Customer is liable for any damage caused by the failure to transmit the information and/or documents requested by COMO DL or by the communication or production of inaccurate documents or information.

  6. Furthermore, Customer shall notify COMO DL immediately in writing of any changes to the provided data and documents and any changes in circumstances which might cause the information and documentation provided to COMO DL to become incomplete or inaccurate. Changes in circumstances can be, but are not limited to changes of, type of business, type of products or services, any dissolution, liquidation, or Insolvency Event, payment flow, licensing, geographic location, company name(s), residence address/registered office, company registration number, address(es) of residence for tax purposes, tax identification number, VAT registration number, nationality/nationalities, legal entity identifier, legal entity type and any contact details, such as telephone number(s) and e-mail address(es) and/or in respect of any other person(s) involved in the business relationship, such as the beneficial owner(s), any controlling person(s), authorised signatory(ies) and/or person(s) holding a power of attorney. COMO DL will endeavour to consider and process such changes swiftly.

  7. COMO DL has the right to request, at the Customer’s expense, a translation of the documents provided in foreign languages as well as the completion of the related administrative formalities.

  8. Before formalizing a contractual relation and in view of the risks of identity theft, COMO DL may require Customer to make a first transfer of funds from a bank account opened under its name with a recognized credit institution (European credit institution if Customer is an EU based corporation).

  9. Customer acknowledges that it is its sole responsibility to comply with the legal and regulatory obligations applicable to it and shall ensure that any transaction made with COMO DL complies with these applicable laws and regulations.

  10. COMO DL, or a person appointed by COMO DL, may ask Customer to allow an on-site examination of the documents confirming compliance with the obligations under the Agreement. Customer shall reasonably cooperate with COMO DL by (a) making applicable records available; (b) providing copies of the relevant records requested; and (c) directing all employees, agents and representatives to reasonably cooperate. If the compliance review shows that Customer is not in compliance with the Agreement, Customer shall pay COMO DL’s reasonable expenses for conducting the review along with any other claim for breach of the Agreement.

 

COMMUNICATIONS

  1. Unless otherwise agreed by COMO DL and Customer, the communication and correspondence shall be in English.

  2. COMO DL shall communicate with Customer through any means appropriate for the relationship with the Customer (for instance via regular post, by telephone, by means of a website, a mobile application, by email or by any other technical or electronic process) any information required by virtue of legal, regulatory or contractual obligations. Furthermore, COMO DL shall communicate with Customer, via the Platform, using the e-mail address associated with the Customer Accounts or the contact details provided by Customer.

  3. The Customer confirms to COMO DL that it has regular access to the internet simply because it provides COMO DL with an e-mail address or subscribes to one of the Services.

  4. COMO DL will assume that all documents and copies (including electronic copies) provided by Customer are reliable and in conformity with authentic originals.

  5. COMO DL shall use the last postal and/or e-mail addresses provided by the Customer (or, failing that, the last known address). The Customer assumes all consequences and any liability in case of delay or omission to inform COMO DL of a change of postal, mailing or e-mail address, as well as in case of delay or omission to read and react to the contents of any correspondence or communication. For these purposes, Customer will only communicate with COMO DL via the Platform.

  6. The Customer declares to be perfectly aware and informed of the risks related to the transmission of emails in an unsecured public network such as the Internet. The Customer is personally responsible for the selection, installation, use and adaptation of appropriate measures to secure its e-mails, such as anti-virus software, a firewall or the creation of a strong password. In particular, the Customer takes all reasonable security measures to ensure the confidentiality of its password. By choosing or accepting such a means of communication, except in the event of fraud or gross negligence of the latter, the Customer acknowledges that COMO DL is excluded from any liabilities and consequences in the event of interception by third parties of e-mails and/or the personal data and documents contained therein.

  7. The Customer and Authorised Users shall communicate with COMO DL via regular post, by telephone, by email or by any other technical or electronic process as allowed by COMO DL. Instructions by Customer shall promptly contact COMO DL via email, electronic processes such as the Platform and dashboards, or telephone in the case its password has been lost or stolen or if someone (other than an Authorized User) has used or attempted to use the Customer Account without its consent.

  8. Part of the information that COMO DL makes available to Customer is available in the Platform and on the website:https://www.iban-x.com/

  9. COMO DL shall endeavour to promptly consider a change of the language, postal or electronic mailing addresses requested by the Customer.

  10. The delivery and the content of the communication with the Customer is established by COMO DL by the production of a copy thereof, in accordance with the provisions of Clause 16 of these General Terms and Conditions.

  11. Any notice or communication provided by COMO DL to Customer by e-mail shall be deemed to have been received at the time of sending, as long as this is within Business Hours, otherwise, the relevant notice or communication shall be deemed to have been received when Business Hours resume the following Business Day.

  12. COMO DL reserves the right to record telephone conversations with Customer in order to be able to establish the content and context of the conversation.

  13. Customer acknowledges and agrees that COMO DL may validly provide certain information, such as for example information about COMO DL, information on costs, fees and relevant changes, exclusively via the COMO DL’s website. Customer will be notified electronically of the website address and of the place on such website where it can access to this information. Customer undertakes to consult the COMO DL’s website regularly.

 

CHARGES, RATES AND FEES

  1. COMO DL shall be entitled to charge for the Services rendered and the use of the Platform and the Customer shall pay the charges, rates and fees, stated in the relevant agreements entered into by COMO DL and Customer or as notified by COMO DL to Customer from time to time.

  2. In addition, the following charges are payable by the Customer:

    1. delivery costs of any assets and documents, mailing fees, telephone costs and any other expenses incurred on behalf of or in the interest of the Customer;

    2. the costs of any action taken by COMO DL for the retention or recovery of its rights with regard to the Customer;

    3. any registration fees, taxes and levies payable in connection with a transaction with COMO DL.

  3. Subject to Applicable Laws, COMO DL reserves the right to charge an administration fee for handling queries and requests from authorities, including local law enforcement agencies, pertaining to any of the Accounts. This administration fee shall be additional to any other applicable fees, charges, expenses and/or liabilities etc. arising from such query or request. Additionally, in the case i) COMO DL does not properly and timely receive the requested KYC and beneficial owner information, and ii) there are excess funds that do not move from the Accounts, COMO DL may charge additional fees for the overhead associated with the reporting and escalations that would need to be performed to ensure compliance with the applicable requirements and obligations.

  4. All the charges, rates and fees stated above become due and payable at the end of each month and are charged and deducted from one of the Customer's Account opened with COMO DL, such as for instance a fee account, unless otherwise agreed by COMO DL and the Customer, in which case customer shall ensure that its fee account always holds sufficient funds to cover all charges, fees and expenses. If there are insufficient funds in fee account COMO DL will notify Customer.

  5. Any amount owed by Customer to COMO DL shall be payable when due without set-off or counterclaim.

  6. COMO DL will notify Customer of any unpaid amount. COMO DL reserves the right to charge interest on any overdue and unpaid amounts if Customer defaults in paying any such amounts when they are due to COMO DL pursuant to the Agreement. Any interest on an outstanding amount shall accrue and become payable until the outstanding payment is made to COMO DL in its entirety including interest.

  7. COMO DL reserves the right to suspend access to and prohibit the use of the Platform if the charges and fees cannot be collected in accordance with this Clause 8 or if Customer is otherwise in material breach of its obligations under the Agreement.

  8. Unless expressly stated otherwise, COMO DL’s charges, fees and costs are exclusive of VAT and other taxes payable by Customer.

  9. If Customer does not perform, or delays performance, its obligations under the Agreement and COMO DL incurs additional costs or expenses as a result, COMO DL reserves the right to notify and invoice Customer for the COMO DL reasonable additional costs incurred. In that case, COMO DL will provide Customer with information to demonstrate such additional costs. Interest will be debited from the relevant Account on the last Business Day of the month.

  10. COMO DL may at any time introduce new charges, fees, margins and costs for Services for which COMO DL has not previously charged subject to one (1) months’ notice given to Customer.

  11. COMO DL may change charges, fees, margins, rates and interest set out in the Agreement subject to one (1) month’s notice where such changes are not in favour of Customer and without notice where in favour. COMO DL may also without notice introduce and increase fees for one-off services.

  12. The Customer may terminate, within the period specified in Clause 12, the relevant Agreement in the event the Customer disagrees with a change of charges, rates and fees without additional charge.

  13. COMO DL may change such charges, fees, margins without notice when the change is motivated by external circumstances beyond COMO DL’s control including but not limited to:

    • Any changes in the relationship with COMO DL’s counterparties which affect COMO DL’s cost structure;

    • Any changes in commission and charges from clearing houses, information providers or third-party providers that are passed on to Customer by COMO DL; and/or

    • Any changes required by an Authority or Applicable Law.

  14. Customer will receive an amended pricing annex if the changes affect Customer individual fee terms.

  15. The agreements entered into by COMO DL and Customer may provide additional fees and payment terms.

  16. The Customer shall pay or, as the case may be, reimburse to COMO DL all taxes, duties and charges, whether now existing or imposed in the future by Luxembourg or foreign authorities and which are paid by COMO DL or for which COMO DL may be held liable and that relate to Transactions executed by COMO DL by virtue of the contractual relationship with the Customer and for which Customer is ultimately liable. COMO DL is authorised to debit any amount so due from one of the Client’s Accounts irrespective of the settlement date of the original transactions.

 

THE CUSTOMER SHALL ENSURE THAT, IN ALL ITS DEALINGS WITH COMO DL, IT COMPLIES WITH ANY LEGAL, REGULATORY OR OTHER OBLIGATIONS INCUMBENT UPON IT (SUCH AS BUT NOT LIMITED TO ITS TAX OBLIGATIONS IN THE COUNTRY(IES) IN WHICH THE CUSTOMER HAS TO PAY TAXES IN RELATION TO THE TRANSACTIONS AND ASSETS HELD WITH COMO DL). SHOULD THE CUSTOMER FAIL TO COMPLY WITH SUCH OBLIGATIONS, IT SHALL BE EXCLUSIVELY RESPONSIBLE FOR ALL CONSEQUENCES THEREOF (INCLUDING POSSIBLE FINANCIAL OR CRIMINAL SANCTIONS) AND COMO DL SHALL NOT BEAR ANY RESPONSIBILITY IN THAT RESPECT. THE CUSTOMER SHALL CONSULT RELEVANT LEGAL OR OTHER ADVISERS IN CASE OF DOUBT AS TO ITS APPLICABLE OBLIGATIONS.

 

AMENDMENTS

  1. COMO DL may in its sole discretion amend the terms of the Agreement at any time where such amendment is required by applicable law or to correct any errors.

  2. Any other amendments to the Agreement shall be agreed by COMO DL and the Customer subject to one (1) months’ notice where such amendments are not in favour of Customer and otherwise without notice. The new terms of the Agreement shall come into effect one (1) month after the communication initiated by COMO DL, except when legal or regulatory requirements require otherwise.

  3. Notwithstanding the provisions of Clause 12, Customer may terminate the Agreement within the month following the communication of the new terms of the Agreement initiated by COMO DL, in the case of disagreement on the amendments of the Agreement, except where such amendments result from a legal or regulatory obligation or is made to the benefit of the Customer. If Customer does not provide COMO DL with notice of rejection of any amendment of which COMO DL has notified Customer within the period here stipulated (or such other notice period in respect of amendments which may apply under the Agreement), COMO DL will consider the Agreement to have been amended as per the expiry of the notice period. If Customer does provide COMO DL with notice of rejection of any amendment of which COMO DL has notified Customer, COMO DL shall have the right to terminate the business relationship with Customer with effect as from the date on which the relevant amendments were to apply.

 

CONFIDENTIALITY

  1. COMO DL cannot disclose to third parties any information relating to the Customer unless it has received from the Customer a written authorization, or is required to do so by law or regulatory requirements, or if a legitimate interest motivates the disclosure.

  2. The COMO DL employees, the companies belonging to the group to which COMO DL belongs and their employees who are legitimately involved in the relationship and processes with Customer are not considered third parties for the purposes of this Clause 10. This includes particularly employees, agents, commission agents, sales agents, subcontractors and outsourcing service providers.

  3. The Customer acknowledges and accepts that COMO DL may communicate information concerning the Customer, its representatives and beneficial owners where such communication is required by a domestic, foreign or international laws or regulations, or by a domestic or foreign authority (including courts and tax authorities).

  4. The Customer acknowledges that based on Luxembourg legislation or legislation with extraterritorial effect (in particular, under U.S. regulations imposed under the provisions of the HIRE Act of 18 March 2010 commonly referred to as Foreign Account Tax Compliance Act – “FATCA” as implemented in Luxembourg under the intergovernmental agreement concluded between Luxembourg and the United States of America by the Luxembourg law of 24 July 2015, and the OECD Standard for Automatic Exchange of Financial account Information and its Common Reporting Standard (the “CRS”) as implemented in Luxembourg under the law of 18 December 2015 on the Common Reporting Standard (the “CRS Law”)), COMO DL may have to disclose in regular intervals information on the Customer, his representatives and beneficial owners and the controlling persons, within the meaning of FATCA or the CRS Laws, of an account held in its books, including their names, addresses, tax identification numbers, dates and places of birth, account numbers, account balances, income generated by its assets and sales of proceeds, to competent domestic or foreign authorities (including to Luxembourg tax authorities), which will then forward such information to the relevant tax administration (including the U.S. Internal Revenue Service).

  5. Customer shall provide COMO DL the information requested pursuant to this clause 10 and acknowledges that failure to respond or provide the required information may result in incorrect reporting or reporting in multiple jurisdictions for which COMO DL has identified indicia in Customer’s files. Customer shall have the right, free of charge, to access the information transferred to the Luxembourg tax authorities and may ask for a rectification thereof if such data is inaccurate or incomplete.

  6. Some national or foreign laws, regulations or payment systems may require the identification of the person placing the order and its beneficiary. The Customer acknowledges and accepts that, where funds or other assets are to be transferred, COMO DL may have to disclose information concerning the Customer, its representatives and beneficial owners to third parties, including public authorities and correspondent banks of COMO DL.

  7. Data, including data of a personal nature, included in cross-border transfers shall be subject to processing by COMO DL and other specialised intermediaries and in particular SWIFT (Society for Worldwide Interbank Financial Telecommunication). Such processing may take place in centres established in other European States, in the United States of America and other countries pursuant to local regulations. The consequence, inter alia, thereof, is that the authorities of such countries and foreign authorities may request access to such data, in the context of the fight against terrorism or for other purposes. Moreover, when the Customer gives an instruction to COMO DL to make a transfer, the Customer hereby expressly consents to all items of information required for the proper execution of the transfer to be communicated to the processing centre for such transfer, which may be located in Luxembourg or abroad and accepts that such items of information may be subject to processing outside Luxembourg.

  8. The Customer confirms that it has informed all of its representatives and beneficial owners of the existence and content of the instructions and authorisations to data transfers set out herein, and confirms having obtained their consent and the mandate to consent on their behalf to all data transfers set out herein. The Customer hereby consents to all data transfer instructions and authorisations set out in these General Terms and Conditions on behalf of its representatives and beneficial owners. The Customer agrees to indemnify and hold COMO DL harmless from and against any and all liabilities arising in relation thereto including with respect to claims by representatives and beneficial owners that they have not consented to transfers of data.

 

PROCESSING PERSONAL DATA

  1. COMO DL processes the personal data of Customer in accordance with applicable law and its Privacy Policy, which is available on its website: https://www.iban-x.com/

  2. All legally required information relating to the personal data collected and processed by COMO DL, the purposes for which this data is processed and the rights of the natural persons whose data are processed, are contained in the COMO DL Privacy Policy.

  3. When Customer provides COMO DL with personal data relating to natural persons (e.g., representatives, employees or beneficial owners), Customer must inform such persons of the Privacy Policy.

  4. The Privacy Policy is subject to change in accordance with the rules set out therein.

 

TERM AND TERMINATION

  1. The General Terms and Conditions and the Agreement shall apply from the Effective Date and continue until terminated in accordance with this Clause 12.

  2. Both the Customer and COMO DL may terminate the business relationship, including the General Terms and Conditions and the Agreements, without cause at any time by giving the other party at least six (6) months’ notice in writing with acknowledgment receipt.

  3. Both COMO DL and Customer are entitled to terminate the business relationship, including the General Terms and Conditions and Agreement, immediately by written notice with acknowledgment of receipt if:

    1. either party is in material breach (or a number of breaches or repeated breaches that taken together constitute a material breach) of its obligations under the General Terms and Conditions or Agreements;

    2. Customer is subject to an Insolvency Event;

    3. Any changes to previous information or circumstances Customer has provided to COMO DL conclude that Customer is no longer an acceptable client to COMO DL;

    4. there has been or COMO DL reasonably suspects there has been fraud or suspicious activity involving any of the Accounts or any Transactions on any of the Accounts;

    5. COMO DL has reasonable grounds for believing that Customer has committed or is about to commit a crime in connection with any of the Customer accounts and/or COMO DL reasonably suspects that Customer has taken an action that could constitute a violation of any applicable anti-corruption or anti-bribery law or regulation;

    6. COMO DL reasonably considers that by continuing the Agreement COMO DL may (a) break any Applicable Law or other duty, or (b) be exposed to action or censure from any Authority.

    7. if the Customer fails to pass the required KYC procedures and/or fails to provide the required onboarding information in a timely manner.

    8. if required by a competent regulatory Authority or if a party to the Agreement is no longer in the possession of its required licenses or permits;

  4. COMO DL may at its discretion grant Customer a period of up to thirty (30) days to remedy a material breach.

  5. COMO DL may terminate the Agreement and the Services, with immediate effect, upon receipt of confirmation from the CSSF of a final decision to refuse regulatory approval for the COMO DL’s new set-up.

  6. Termination of the business relationship is without prejudice to any rights which accrued before termination and it shall not affect Customer’s responsibilities with regard to outstanding Transactions and any rights, obligations, liability claims, etc. between Customer and COMO DL, and any warranties or indemnities given by Customer under the Agreement, which shall survive and which by their nature are deemed to survive the termination.

  7. At any time after the termination of the Agreement, or after COMO DL has reasonably determined that Customer has not performed any of its obligations to COMO DL, COMO DL may, upon three (3) Business Days’ notice (oral or written) to Customer, close out, replace or reverse any such Transaction or take, or refrain from taking, such other action at such times and in such manner as COMO DL considers necessary or appropriate to avoid, cover, reduce or eliminate any Loss or liability under or in respect of any contracts, positions or commitments.

  8. In the case only one or more services are terminated, but not the Agreement as a whole and to the extent they relate to the same service or services, all related amounts payable by Customer to COMO DL will become immediately due and payable including (but without limitation):

    1. All outstanding charges, costs, and fees;

    2. any costs and expenses incurred for termination; and

    3. any Losses and expenses realised in closing out any transactions or settling or concluding outstanding obligations incurred by COMO DL on for Customer.

  9. Following termination of the Agreement, Customer agrees that COMO DL will be entitled to retain access to the fee Account or any Customer fixed-term deposit before its maturity, if required, until all Customer outstanding Transactions have been settled. Customer shall allow COMO DL to deduct from the fee Account or any fixed-term deposit, as applicable, any amounts needed to settle any such Transactions. COMO DL will return to Customer any remaining funds held in Customer Fee Account after all amounts owed have been settled. The fee Account or any fixed-term deposit, as applicable, shall then be closed.

  10. COMO DL will not be liable to Customer for any Loss that Customer incurs as a result of COMO DL acting on Instructions that Customer authorised prior to termination of any Service.

  11. Upon termination, Customer will cooperate with COMO DL in arranging the transfer of Customer’s money and funds to another financial services provider. If Customer fails to cooperate with COMO DL by not providing instructions within a reasonable period of time from COMO DL’s request for Customer to do so COMO DL will have the right to close the Account(s). Pending the transfer of Customer’s money and funds to another provider (where applicable), COMO DL shall continue to hold the relevant money and funds in accordance with the other provisions of the Agreement, and subject to Customer paying all applicable charges, fees and costs. However, COMO DL shall not have any other responsibility in respect of the relevant money and funds and the only permitted Transactions on Customer Account will be the outgoing transfer of Customer’s money and funds to another financial services provider.

 

LIABILITIES

  1. COMO DL is liable only for fraud and any gross negligence committed by it or COMO DL staff in the course of its business activities. Moreover, COMO DL can only be held liable for the direct consequences of its gross negligence. Thus, COMO DL is not liable for indirect damages, namely, any commercial, professional, financial or other losses of the Customer, such as loss of profit, increase of expenses, disruption of planning, the loss of reputation, clientele or expected savings.

  2. In any event, COMO DL can never be held liable for damages or losses resulting directly or indirectly from a force majeure event or measures taken by the Luxembourg or foreign authorities.

  3. As a result, it does not respond to the harmful consequences, resulting in particular from:

    1. a fire, flood or other natural disaster;

    2. of the strike of its staff;

    3. a decision of a government authority or the central bank of a country;

    4. an embargo or sanction of a financial, economic or commercial nature;

    5. operations ordered by persons with de facto power in case of war, disturbances, riots or occupation of the territory by foreign or illegal forces;

    6. the decommissioning, even temporary and for any reason whatsoever, of its computers, as well as the destruction or erasure of the data they contain;

    7. errors or interruption of activities of Belgian or foreign postal services, companies providing telephone services or any other electronic service, private transport companies.

  4. Without limiting, and in addition to, any other obligation that you may owe under this Agreement, Customer is at all times responsible for the acts and omissions of its employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with Customer.

  5. Customer agrees to defend COMO DL, our affiliates, and their respective employees, agents, and service providers (“COMO DL Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a COMO DL Entity, and Customer agrees to fully reimburse the COMO DL Entities for any Claims that result from: (i) a breach of any provision of this Agreement; (ii) any Fees, Fines, Disputes, Refunds, Reversals, Returns, or any other liability COMO DL incurs that results from Customer’s use of the Payment Processing Services; (iii) negligent or wilful misconduct of Customer employees, contractors, or agents.

 

EMBARGOES, COMPLIANCE POLICIES, AND DUTY OF CARE

  1. The term "Sanctions" covers all sanctions of a financial, economic or commercial nature or established restrictive measures, administered, imposed or put in place by the European Union, Luxembourg, the United Nations Security Council, the OFAC (Office of Foreign Assets Control) in the United States and / or the "US Department of State" or any other competent authority.

  2. The Customer declares and warrants to COMO DL:

    1. that neither it, nor any of its subsidiaries, administrators or directors or, to its knowledge, any of the companies related to it, any agent or employee, is engaged in any activity or behaviour that may violate any laws, rules or regulations applicable in any competent jurisdiction in matters of fight against money laundering and corruption;

    2. that neither it nor any of its subsidiaries, administrators or directors or, to its knowledge, any of the companies related to it, any agent or employee, is a natural or legal person (a"Person") who is, or is owned or controlled by Persons who are, (i) subject to Sanction measures (a "Person under Sanction(s)"), or (ii) located, established or residing in a country or territory that is, or whose government is, subject to measures of Sanctions generally prohibiting dealing with that government, country or territory ("Sanctioned Country(ies)").

    3.  

  3. The Customer specifically undertakes and warrants not to - directly or indirectly - use the Services offered by COMO DL :

    1. to fund activities or affairs of or with any person, or in any country or territory, likely to be a Person under Sanction(s) or Sanctioned Country(ies), or

    2. any another way that would result in a violation of Sanctions by a person.

  4. COMO DL considers the Sanctions mentioned above in the analysis and processing of the Transactions entrusted to it. The same applies if, in COMO DL’s judgment, the nature, purpose, context, conditions and, more generally, the circumstances of a Transaction do not comply with COMO DL's compliance policies on these sanctions or the fight against money laundering or against the financing of terrorism.

  5. COMO DL reserves the right not to execute or postpone the execution of a transaction (i) that would be or could be in violation of such Sanctions and policies or (ii) that would or could be considered suspicious under the laws and regulations against money laundering and the financing of terrorism; or (iii) when automatic transaction-filtering systems block this transaction. The Customer undertakes to provide COMO DL with any document and/or information that COMO DL deems useful in order to determine whether a transaction complies with said Sanctions and policies or is suspicious under the laws and regulations against money laundering and the financing of terrorism. Otherwise, COMO DL will not be able to execute a transaction.

  6. In the event Customer has doubts as to the conformity of a planned transaction with the said Sanctions and policies, Customer will contact COMO DL before instructing COMO DL regarding this transaction.

 

COMPLAINTS

  1. The Customer may send a complaint to COMO DL by sending a letter to its registered office at 7, Am Scheerleck, L-6868 Wecker, Luxembourg or by email to the following address: complaints@como-dl.com.

 

EVIDENCE

  1. Without prejudice to mandatory legal or public policy provisions which lay down specific rules as regards proof COMO DL shall be entitled to rely on a Customer's own accounts as evidence. COMO DL may administer proof of a legal act by means of a copy or reproduction of the original document, regardless of the nature or amount of the document. Proof of the act performed by means of a technical process may be administered by means of said technical process. This copy or reproduction has the same force and probative value as the original of the act. The copy or reproduction of the document may have a different form from the original when it results from the use of any technical process.

 

FORCE MAJEURE

  1. Neither COMO DL nor Customer will be liable for any delays in processing or other non-performance caused by force majeure events (unforeseeable, external and irresistible events) such as telecommunications, utility failures, or equipment failures; labour strife, riots, war, or terrorist attacks; non-performance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this clause will affect or excuse Customer’s liabilities or Customer’s obligation to pay any fees, charges, interest, fines, disputes, refunds, reversals under the Agreement.

  2. The affected party shall use its reasonable efforts to minimise the effects of the force majeure event. If COMO DL is the affected party, it will implement its business continuity plan.

 

MISCELLANEOUS

  1. Subject to any applicable notice period set out herein, these General Terms and Conditions are applicable from the date hereof and shall remain effective until a new version is released. The newest and current version of the General Terms and Conditions is always available on COMO DL’s website and Platform.

  2. The Agreement constitutes the entire agreement between COMO DL and Customer. Any prior statement or representation by either party, whether express or implied is hereby excluded from the Agreement insofar as is permissible under Applicable Law.

  3. If any provision of the Agreement is held to be wholly or in part invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement. The invalid or unenforceable provision will be replaced by a valid and enforceable provision which approximates as closely as possible the intent of the invalid or unenforceable provision. This will also apply in cases of contractual gaps.

  4. Customer may not assign or transfer any of its rights or obligations under the Agreement without a prior written consent from COMO DL.

  5. Customer is not entitled to reverse engineer, decompile, or disassemble any of the software used for the Transaction Platforms or Services. Likewise, Customer is not entitled to copy, modify, sell, distribute or transfer any parts of the software used for the Transaction Platforms or Services.

 

GOVERNING LAW AND CHOICE OF JURISDICTION

  1. The business relationship between COMO DL and the Customer shall be subject to Luxembourg law and as such the latter shall govern the solution of any disputes that may arise between COMO DL and the Customer in connection with this relationship.

  2. Without prejudice to the application of Article 1.12, only the Luxembourg courts shall be competent to settle any disputes arising between COMO DL and the Customer in the context of the business relationship.

 

DEFINITIONS

  1. In these General Business Terms the following terms shall, unless the context otherwise requires, have the following meanings:

“Account” means any account(s) with COMO DL opened in the name of Customer;

“Applicable Law” means any law, statute, regulation or legally binding requirement or order as interpreted taking appropriate account of regulatory policy, guidance or industry code, relating to either of the parties to these General Terms and Conditions, including any instructions or requirement imposed by a competent Authority, and any rules and restrictions in relation to trade embargos or other sanctions regulation imposed by the United States of America, the United Nations, the European Union and any of its member states, the United Kingdom, any institution, or agency acting on behalf of any of them, in each case to

“Authorities” includes any judicial, administrative, public, regulatory or law enforcement body; any government, tax authority, securities exchange, court, central bank; and any of their agents or agencies;

“Business Day” means any day on which banks are open for business in Luxembourg; “Business Hours” means the time between 09:00 and 17:00 (CET / Luxembourg time);

“Compliance Obligation” means under Applicable Law and/or any other obligation of COMO DL to comply with (a) laws or international guidance and internal policies or procedures, (b) any demand from Authorities regarding reporting, disclosure or other obligations under Applicable Laws, and (c) Applicable Law requiring COMO DL to verify the identity of our clients;

“Effective Date” means the date the second party to the Agreement signs the Agreement;

“Fee Account” means a single account used for settling fees from activities on the COMO DL Platform;

“Insolvency Event” means that a party to these General Terms and Conditions:

  • is unable, or admits inability, to pay its debts, or suspends or threatens to suspend making a payment on any of its debts;

  • has an order or petition made against it or a resolution passed for its administration, winding-up or dissolution, or any other corporate step or legal proceeding is taken with a view to the same (otherwise than for the purposes of a solvent amalgamation or reconstruction);

  • has an administrative receiver, manager, liquidator, administrator, trustee or similar officer appointed over all or a significant part of its assets;

  • enters into or proposes any compromise arrangement with its creditors; or

  • suffers or carries out anything similar to the above in any applicable jurisdiction;

“Instructions” means any payment or Transaction instruction, where Customer instructs COMO DL to perform a Transaction;

“Loss” includes any loss (including loss of profits), costs, damages, taxes, expenses or other liability;

“Party” means each Customer and COMO DL, individually, and “Parties” means Customer and COMO DL, collectively;

“Transaction” means the transfer or receipt of funds, or any other action pertaining to the processing or disposal of funds carried out by COMO DL on behalf of Customer;

“Platform” means the COMO DL Platform and any other system or application programming interface(s) (API) made available by COMO DL;

References to any law, statute, regulation or enactment in these General Business Terms shall include references to any amendment, modification or re-enactment thereof or to any regulation or order made under such law, statute or enactment.

Any references to the terms "include", "includes", "including", or any similar terms are not intended to limit the, or provide an exhaustive, meaning or generality of the related wording.

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