PARTNER TERMS OF USE

Date Last Revised: 10 September 2019

These Partner Terms of Use ("Terms") are a legal and binding agreement between Salt Edge Limited ("Salt Edge", "we", "our" or "us") and the legal entity ("Partner") that has created an account in the Salt Edge Partner Dashboard ("Partner Dashboard") based on the invitation received from Salt Edge. These Terms govern Partner’s access to and use of the (i) Partner Dashboard, (ii) Salt Edge Partners API ("Partners API"), whether used by Partner in a testing environment ("Testing Environment") or production environment ("Production Environment"), and (iii) any and all content, features, tools, functionality and services as made available by Salt Edge from time to time in the Partner Dashboard and/or via Partners API (collectively, "Services").

Salt Edge has the exclusive right to decide which third parties are selected and invited to the Partner Dashboard, based on a set of conditions and requirements as determined by Salt Edge in our sole discretion from time to time.


1. ACCEPTANCE OF TERMS

1.1. By accessing and using (either by computer, mobile or other electronic device now or hereafter devised) the Partner Dashboard, Partners API and Services, the Partner acknowledges and confirms that Partner:

  1. is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;
  2. has all requisite power and authority to enter into these Terms; and
  3. has carefully reviewed these Terms and agrees to be bound by these Terms as well as the Partner Privacy Notice which describes Salt Edge’s collection, use and processing of personal data of individuals acting on Partner’s behalf in connection with the provision of Services to Partner.

1.2. All references to Partner in these Terms shall be deemed, to the extent relevant and applicable, references to (i) the individuals (employees, contractors, agents or other authorized representatives) instructed by Partner (collectively, "Authorized Personnel") accessing and using the Partner Dashboard, Partners API and/or Services on Partner’s behalf, and (ii) the Partner on whose behalf such individuals are acting.


2. PROPRIETARY RIGHTS, OWNERSHIP AND PERMISSIONS

2.1. Permission Grant. The Partner Dashboard and Partners API are protected by copyright, trade secret, and other intellectual property laws. Subject to Partner’s compliance with these Terms, Salt Edge hereby grants Partner permission on a non-commercial, limited, non-exclusive, non-transferable, revocable, non-assignable and non-sublicensable basis to access and use the Partner Dashboard and/or Partners API during the term of these Terms in accordance with and subject to the provisions of these Terms. Salt Edge and its licensors reserve all right, title and interest, including all intellectual property rights, in and to the Partner Dashboard, Partners API and all underlying technology used to provide the Partner Dashboard and Partners API, including without limitation all software and any copies, corrections, bug fixes, enhancements, modifications or new versions thereof and all research and development and experimental development in respect thereto (such underlying technology, "Salt Edge Technology"). Except for the rights and permissions expressly granted to Partner pursuant to these Terms, no other rights, authorizations or permissions are granted to Partner by implication, estoppel or otherwise. Partner acknowledges that only Salt Edge shall have the right to maintain, enhance or otherwise modify the Services, Partner Dashboard, Partners API and Salt Edge Technology.

2.2. Applicable Restrictions. Partner shall use the Partner Dashboard, Partners API and Services solely for the purposes that are permitted by and as contemplated in these Terms. Without limiting any other provision of these Terms, Partner agrees that Partner shall not, either directly or indirectly:

  1. disseminate, market, license, sublicense, sell, resell, lease, transfer, assign, transmit, distribute, time-share, let, rent, give somebody the loan of, or sub-authorize any element of the Partner Dashboard and/or Partners API;
  2. modify, translate, adapt, copy, download, frame, link to, reverse engineer, decrypt, decompile, decode, disassemble, or create derivative works based on the Partner Dashboard, Partners API or any part thereof, except to the extent the foregoing restrictions are expressly prohibited by applicable laws notwithstanding a contractual provision to the contrary;
  3. circumvent any use limits, technical limitations or other use restrictions that are built into the Services;
  4. breach, override or otherwise circumvent any authentication or security mechanisms that are built into the Partner Dashboard, Partners API or Services;
  5. remove or obliterate any proprietary notices, ownership labels, classified legends or marks from the Partner Dashboard, Partners API or Services;
  6. engage in any actions with the Partner Dashboard, Partners API or Services that meddle with, disturb, destroy, or access in an unlawful way the server networks, connections, systems, records, or other assets, tools or services of Salt Edge or any related third party;
  7. engage in any actions that could harm the technical infrastructure or systems of the Services or result in disruption of the Services;
  8. engage in any deliberate actions that pose a disproportionately or unreasonable large load on the technical infrastructure or systems of the Services;
  9. transmit any worms, viruses, trojan horses, or any other malware, disruptive or harmful software or data through Partner’s access to and use of the Partner Dashboard, Partners API and Services;
  10. try to have any unauthorized access to the Partner Dashboard, Partners API or Services, their associated servers, networking, systems, services, data or any other services of Salt Edge or any related third party; or
  11. access the Partner Dashboard, Partners API or any part thereof for any unlawful or fraudulent purpose or otherwise in any way not permitted by these Terms.

2.3. Proprietary Rights. All right, title and interest in and to the Partner Dashboard, Partners API and the underlying Salt Edge Technology, including all intellectual property rights therein, are and will remain with Salt Edge and its respective licensors. Salt Edge and Partner Dashboard are trademarks or registered trademarks of Salt Edge or its respective affiliates and licensors. All other trademarks, trade names, service marks, graphics and logos used in connection with the Partner Dashboard, Partners API and Services that are not owned by Salt Edge or its respective affiliates and licensors are the property of their respective owners and are used for identification purposes only. Salt Edge does not grant Partner any right or license to use, copy or reproduce any Salt Edge’s trademarks or the trademarks of any third party (including without limitation financial institutions) that may appear in the Partner Dashboard, Partners API and/or in connection with the Services.


3. USE OF THE SERVICES

3.1. Description of Services. The Services are primarily designed to allow Salt Edge to provide to Partner the information on payment account (such as account information, transactions data and, if applicable, account holder information) that is accessible online ("Payment Account") held in the name of a customer of both Salt Edge and Partner ("End User") by the respective bank, building society or credit institution ("ASPSP"). The provision of payment account information ("Account Information") to Partner is conditional upon End User giving his/her consent to such data sharing ("Consent for Data Sharing"). Partner may receive the Account Information either through (i) the Partners API (in this case Partner will have to integrate its application or service ("Partner App") with the Partners API), or (ii) the Partner Dashboard (in this case Partner will be able to access the Account Information associated with the respective End User’s Payment Account via the functionality made available in the Partner Dashboard). Partner acknowledges and agrees that the provision of Services will be limited to those ASPSPs and types of Payment Accounts as supported by Salt Edge from time to time.

3.2. Access to Partner Dashboard. In order to be able to access the Partner Dashboard, as a first step Partner will have to create a Partner account ("Partner Account"). As part of Salt Edge’s authentication requirements, the Authorized Personnel must create and use unique set of credentials in order to access such Partner Account ("Access Credentials"). Partner warrants and undertakes that:

  1. the Authorized Personnel will only access and use the Partner Dashboard through the Access Credentials. Partner will not disclose the Access Credentials to any third party. Partner is solely responsible for maintaining the security and confidentiality of any Access Credentials used in connection with the Partner Account; and
  2. Partner shall be solely responsible for any actions performed in the Partner Dashboard under the Access Credentials; all such actions shall be deemed to be performed and authorized by Partner.

3.3. Integration with Partners API. As part of the authentication requirements for accessing and interacting with the Partners API, Partner shall use unique access tokens created by Salt Edge for Partner and licensed and provided by Salt Edge to Partner ("API Access Tokens"). Partner warrants and undertakes that Partner shall:

  1. only access and use the Partners API through the API Access Tokens. Partner shall not sub-license, lease, sell, rent, disclose, share, distribute, publish or assign the API Access Tokens to any third party. Partner is solely responsible for maintaining the security and confidentiality of the API Access Tokens; and
  2. be solely responsible for any actions performed with or using the Partners API under the API Access Tokens; all such actions shall be deemed to be performed and authorized by Partner.

3.4. Changes to Authentication Requirements. Partner shall comply with any changes in the authentication requirements for accessing the Partner Dashboard and/or Partners API that Salt Edge may apply at any time and from time to time, upon thirty (30) days’ advance written notice to Partner whenever feasible, by adding additional methods and/or criteria of authentication or changing the existing ones in order to enhance the security of the Partner Dashboard and/or Partners API and/or comply with new security or technical requirements arising from the applicable laws. Partner acknowledges that the foregoing advance written notice is not feasible when the changes are due to emergency situations or circumstances beyond Salt Edge’s reasonable control.

3.5. Partners API Documentation. The technical specifications of the Partners API are available on the Salt Edge documentation page. Salt Edge reserves the right to change or update the technical specifications of the Partners API from time to time and at any time. Except for changes due to emergency situations, security issues or regulatory requirements, Salt Edge will endeavor to provide thirty (30) days’ prior written notice to Partner (by email or through the Services) of any material changes to the technical specifications.

3.6. Permitted Use. Partner is permitted to access and use the Services in accordance with these Terms for the sole purpose of providing the respective Partner’s services (through the Partner App or otherwise) ("Partner Services") to End Users pursuant to a written contract between Partner and the relevant End User. In using the Services, Partner represents and warrants that:

  1. Partner has implemented adequate technical and organizational measures, and maintains appropriate policies and procedures, aimed at ensuring the security, integrity and confidentiality of any Account Information acquired via the Services, the Access Credentials and API Access Tokens, and Salt Edge’s Confidential Information (as defined in Section 7.1) (collectively, "Protected Information");
  2. Partner will notify Salt Edge immediately in case of any unauthorized access, use or disclosure, or any loss, theft or compromise of the Protected Information;
  3. Partner will notify Salt Edge immediately of any End User’s request submitted to Partner to revoke his/her Consent for Data Sharing, and stop any access or use of the Services in relation to such End User;
  4. Partner will use industry standard encryption techniques when exchanging data with Salt Edge via internet, including without limitation when communicating securely with Partners API; and
  5. Partner will comply with all the relevant local, statutory, national or international laws, statutes or directives, and regulations of governing bodies or agencies in countries in which Partner operates, provides Partner Services or distributes, offers or makes the Partner App available; and
  6. Partner will not at any time claim, state or infer, or induce any third party (including without limitation End Users) to believe, that Salt Edge has endorsed, certified, approved or tested the Partner Services or Partner App.



4. STATUS OF PARTNER ACCOUNT

4.1. Pending Account. Salt Edge automatically assigns the status pending for any newly created Partner Account (such Partner Account, a "Pending Account"). A Pending Account allows Partner to test the Services (through the Testing Environment) free of charge subject to the access limits and restrictions imposed by Salt Edge. All data made available through the Services in a Pending Account will be imitation data. Partner will be able to access data associated with up to one hundred (100) simulated access connections either to "fake" financial institutions or sandbox environments of ASPSPs (for the avoidance of doubt, deleted access connections are not counted for the purpose of the foregoing limitation).

4.2. Test Account. If Partner wishes to test the Services both with imitation data (through the Testing Environment) as well as with real Payment Accounts (through the Production Environment), Partner must submit a change-of-status request to Salt Edge, along with any additional information or supporting documentation as may be required by Salt Edge on a case-by-case basis and subject to any applicable additional requirements. Partner acknowledges and agrees that Partner will be allowed to start using the Services in relation to an End User through the Production Environment under its Test Account only upon the respective End User first agreeing to the Salt Edge Dashboard Terms of Service and Salt Edge Dashboard Privacy Policy. The status of a Partner Account may be upgraded to test (such Partner Account, a "Test Account") only upon review and approval by Salt Edge, which approval may be granted or denied by Salt Edge in our sole and absolute discretion. Generally, a Test Account will available for use for up to ninety (90) days and will be limited to one hundred (100) access connections both to "fake" financial institutions or sandbox environments of ASPSPs and to production environments of ASPSPs (for the avoidance of doubt, deleted access connections are not counted for the purpose of the foregoing limitation of number of connections). Salt Edge may in our sole discretion apply different access, use and time limitations depending on the intended use case scenario for the concerned Test Account. Upon expiry of the ninety (90) days’ period, any Test Account will be automatically switched to Pending Account unless Salt Edge has expressly agreed in writing with Partner to extend this period and, where appropriate, on the amended terms (including without limitation access and use limits and restrictions) applicable during such extended period.

4.3. Live Account. The status of a Partner Account may be switched to live (such Partner Account, a "Live Account") upon execution of a written service provision agreement ("Service Provision Agreement") between Salt Edge and Partner. The use of the Services via a Live Account is governed by the terms and conditions (including access terms and restrictions, service usage limits, fees and payment terms) set forth in the applicable Service Provision Agreement and not these Terms.

4.4. Changes, Suspension or Termination. Partner acknowledges and agrees that Salt Edge may in our sole discretion change the access, use and time limitations and/or apply additional restrictions or requirements to any Pending Account or Test Account at any time, with or without notice to Partner. Salt Edge may also restrict, deny access to, suspend or terminate any Pending Account or Test Account where Salt Edge has objectively justified reasons to suspect fraudulent behavior or illegal activities attributed to Partner and/or Authorized Personnel or where Salt Edge reasonably believes that any activity conducted through such Test Account or Pending Account poses a threat to the security, integrity or availability of the Partner Dashboard, Partners API or the Account Information made available through the Services.

4.5. Automatic Deletion. Any data made available in a Pending Account in connection with the use of the Services will be automatically deleted after one hundred and eighty (180) days of account inactivity (no sign-ins to the Pending Account) ("Data Deletion Date"). For the avoidance of doubt, in the case of a Partner Account that transitioned from Test Account back to Pending Account, the period of inactivity of the Test Account will be included in the foregoing number of days. Any Pending Account which is inactive for more than one hundred and eighty (180) days (no sign-ins to the Pending Account) from Data Deletion Date will be automatically terminated and deleted from Salt Edge’s systems. All the personal data of Authorized Personnel provided, collected, used, stored or processed in connection with the terminated Pending Account will be permanently destroyed and removed from our production servers in accordance with the Partner Privacy Notice. Provided that there is no Service Provision Agreement in effect linked to the respective Partner Account, Partner can delete its Pending Account or Test Account at any time using the options available in the Partner Dashboard. This Section 4.5 is without prejudice to our right to delete any Pending Account or Test Account at any time should we determine that it is being used in breach of these Terms.



5. CHANGES, AVAILABILITY AND NOTICES

5.1. Changes to the Services. Salt Edge reserves the right to alter, modify, update or upgrade the Partners API, Partner Dashboard and Services or discontinue (temporarily or permanently) the Partners API, Partner Dashboard and Services or any part thereof at any time and from time to time in our exclusive determination, including but not limited due to maintenance, technical, security, regulatory, administrative or other business reasons, by providing thirty (30) days’ advance notice to Partner (by email or through the Services) of any material changes whenever feasible. Partner acknowledges that the foregoing advance notice is not feasible when the changes, updates, termination or discontinuation are due to emergency situations, security issues, regulatory requirements, Force Majeure events or any other circumstances beyond Salt Edge’s reasonable control, in which case the notice to Partner will be provided as soon as reasonably practicable.

5.2. Availability. While Salt Edge will endeavor to make the Services available to Partner at any time during the term of these Terms, we do not guarantee their continuous, uninterrupted or error-free operation and we hereby expressly disclaim any liability or responsibility to Partner or any third party if the Partner Dashboard, Partners API and/or Services are unavailable at any time for any reason. Salt Edge may also perform maintenance of the Services from time to time, on a planned or emergency basis, which may result in interruptions, delays or errors in the Services, which maintenance may be effected without notice to Partner. We may also temporarily suspend or deny access to the Partner Dashboard, Partners API and Services in case of emergency, Force Majeure, technical problems, system failure or degradation, external cyber attacks, security incident or regulatory requirements.

5.3. Service Notifications. From time to time we may send Partner important communications regarding the Partner Dashboard, Partners API and/or Services, the Partner Account, updates to these Terms and/or Partner Privacy Notice, system alerts and any other notifications which may be required by applicable laws (collectively, "Mandatory Notifications"). Such Mandatory Notifications will be sent to the email address indicated for this purpose in the Partner Account. Partner cannot opt out of receiving these Mandatory Notifications.



6. PERSONAL DATA PROTECTION

6.1. Compliance with Privacy Laws. Both Salt Edge and Partner must comply with the applicable data protection and privacy laws, including without limitation the General Data Protection Regulation ("GDPR") as amended, replaced or superseded from time to time, and laws implementing or supplementing the GDPR in the applicable jurisdictions.

6.2. Salt Edge’s Role. In terms of GDPR, Salt Edge acts as a data controller with respect to any personal data (including without limitation Account Information) of End Users accessed and retrieved by Salt Edge when providing account information services to such End Users. Salt Edge also acts as a data controller with respect to personal data of Authorized Personnel, which we will process in accordance with the Partner Privacy Notice.

6.3. Partner’s Role. In terms of GDPR, Partner acts as a data controller with respect to any personal data (including without limitation Account Information) of End Users accessed, received, made available or acquired through the Partner Dashboard, Partners API or Services. Partner acknowledges and agrees that Partner is solely responsible for complying with its obligations under the applicable data protection and privacy laws, including without limitation GDPR, when processing, using, storing such personal data after it has been received, accessed, downloaded or otherwise retrieved by Partner through the Services.



7. ADDITIONAL TERMS

7.1. Confidentiality. Any and all non-public information relating to Partner Dashboard, Partners API and Services shall be deemed confidential information of Salt Edge ("Confidential Information"). Partner shall use the same degree of care that it uses for its own proprietary or confidential information of like nature, but in any event no less than a reasonable degree of care, in order to protect the Confidential Information from unauthorized access, use or disclosure. Partner shall not disclose the Confidential Information to any third party without Salt Edge’s prior written approval.

7.2. No Professional Advice. Partner acknowledges that any information or data made available through the Partner Dashboard, Partners API and Services, including without limitation Account Information, is provided for informational purposes only and can’t substitute for the services of trained professionals. Salt Edge does not give professional advice and is not in the business of providing legal, financial, accounting, taxation or other professional services or advice. Partner is solely responsible for verifying the accuracy and/or completeness of any information or data made available through the Partner Dashboard, Partners API and Services before making any financial decisions or otherwise. Salt Edge expressly disclaims any liability, whether in contract, tort (including negligence) or otherwise, in respect of any damage, expense or other loss Partner may suffer arising out of such information or data, or any Partner’s use of or reliance upon such information or data when providing Partner Services or otherwise.

7.3. Partner Account Termination. Without prejudice to any termination rights set forth in these Terms, Salt Edge may in our sole discretion and without advance notice immediately terminate any Partner Account if:

  1. Salt Edge reasonably believes that Partner has breached any of the provisions of these Terms (including without limitation by using the Services to carry out fraud or other illegal or criminal activities). Depending on the type of breach, we may take any and all actions as we reasonably deem appropriate and required or permitted by law, including without limitation notifying the competent law enforcement, government or regulatory bodies and, to the extent required or permitted by law, disclosing any pertinent information relating to the breaching actions or Partner Account in furtherance of an official investigation; or
  2. if we are required by any law enforcement, government or regulatory body.

7.4. Force Majeure. Partner hereby releases Salt Edge from any liability arising from a delay in performance or non-performance by Salt Edge under these Terms caused by Force Majeure. "Force Majeure" means any circumstances that could not have reasonably been foreseen or are caused by acts or events beyond Salt Edge’s reasonable control, including without limitation acts of God, normative acts issued by state or government institutions, strikes, lock-outs, war or any kind of military operations, blockade, epidemics, acts or threats of terrorism, unavailability of the customer-facing interfaces, APIs or services of ASPSPs, errors or outages of public or private telecommunications networks, enforcements by competent authorities, etc.



8. DISCLAIMER, LIABILITY AND INDEMNIFICATION

8.1. Disclaimer of Warranties. Salt Edge offers the Partner Dashboard, Partners API and Services on an "as is" and "as available" basis without any representations or warranties of any kind, express, statutory or implied. To the maximum extent permitted by applicable laws, Salt Edge makes no warranties or representations regarding the accuracy, timeliness, comprehensiveness, completeness, quality, reliability, currency, error-free nature, compatibility, security, data loss, non-interference with or non-infringement of any intellectual property rights, or fitness for a particular purpose of the Partner Dashboard, Partners API and Services, or any information or data made available through the Services. Salt Edge does not warrant or represent that the Partner Dashboard, Partners API and Services will be up-to-date, timely, uninterrupted or free from errors, defects, or harmful elements.

8.2. Limitation of Liability. To the maximum extent permitted by applicable laws, Salt Edge shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for, relating to or arising from: (i) loss of profits, business revenue, investment or anticipated savings, (ii) failures of telecommunications, the internet, electronic communications, (iii) use of software or hardware that does not meet Salt Edge’s systems requirements, (iv) damage to goodwill, reputation, data or other intangible losses, or (v) resulting from the use of or the inability to use the Partners API, Partner Dashboard or Services. The above limitations apply even if Salt Edge has been advised of the possibility of such damages.

8.3. Indemnification. Partner agrees to indemnify, defend and hold Salt Edge and its officers, directors, employees, subcontractors and suppliers harmless from all losses, damages, fines, penalties, costs and expenses (including without limitation reasonable attorney’s fees) incurred or suffered by Salt Edge in connection with or as a result of: (i) the Partner App and/or Partner Services, (ii) Partner’s use of, or inability to use, the Partner Dashboard, Partners API or Services, (iii) a breach by Partner of any of the provisions in these Terms or Partner’s actual or alleged violation of applicable laws, (iv) Partner’s infringement of any intellectual property rights or any other rights of third parties, and/or (v) fraud committed or fraudulent misrepresentation made by Partner.



9. LAWS AND JURISDICTION

These Terms shall be governed by, and construed in accordance with, the English law. Any dispute or claim arising out of, or in connection with, these Terms shall be submitted to the English Courts, which shall have exclusive jurisdiction to hear and determine the same. Notwithstanding the foregoing, Salt Edge shall have the right to take legal action in connection with these Terms in any court of competent jurisdiction.



10. GENERAL PROVISIONS

10.1. Entire Agreement. These Terms, including the Partner Privacy Notice, constitute the entire agreement and understanding between Partner and Salt Edge with respect to access to and use of the Partner Dashboard, Partners API and Services, and replace all prior understandings, communications and agreements, whether oral or written, regarding the subject matter hereof.

10.2. Severability. If any provision of these Terms is held to be illegal, invalid, void or unenforceable, in whole or in part, by any court of competent jurisdiction, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Such illegal, invalid, void or unenforceable term or provision or part thereof shall be deemed modified to the extent required to render it enforceable as to such jurisdiction, failing which, it shall be severed from these Terms, which shall continue in full force and effect and be binding upon the parties hereto. The prohibition or unenforceability of a provision of these Terms in any jurisdiction shall not invalidate such provision in any other jurisdiction.

10.3. Assignment. Partner cannot assign, sub-license or transfer any or all of its rights or obligations under these Terms to any third party without Salt Edge’s prior written approval. However, Salt Edge may in our sole discretion assign or transfer these Terms, in whole or in part, without requiring Partner’s consent.

10.4. Non-Waiver. No failure or delay on the part of Salt Edge in exercising any right, power or remedy under these Terms shall operate as a waiver thereof, and no single or partial exercise of any such right, power or remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.

10.5. Third Parties. A person who is not a party to these Terms cannot enforce or enjoy the benefit of any term or provision of these Terms.

10.6. Headings. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms.

10.7. Variation. Salt Edge may in our sole discretion vary these Terms from time to time and at any time in order to reflect changes in the applicable laws or regulations, technical or security requirements, the functionality of the Services, or other business requirements. We will provide reasonable advance notice to Partner (by email or through the Services) of any material changes to these Terms. Any non-material change (such as clarifications) to these Terms will become effective on the date the change is posted and any material changes will become effective thirty (30) days from their publication. The date of the last update of these Terms is set out at the top of this document. Partner acknowledges and agrees that Partner’s continued use of the Partner Dashboard, Partners API and Services after the date of changes to these Terms indicates Partner’s agreement to such changes.