documentation

Terms and Conditions v5.0

Effective as of: 1st of September 2024

These Service Terms and Conditions govern the provision and use of the Ponto – Aggregation as a Service for PSU. The Service is developed and operated by or on behalf of Isabel NV, a company registered in the Crossroads Bank for Enterprises under no. 0455.530.509 and having its registered office at 13-15 Boulevard de l’Impératrice – Keizerinlaan 13-15, 1000 Brussels, Belgium (“Isabel”).

By registering for this Service through the online process at myponto.com or such other process as may be provided by Isabel for this purpose, you represent and warrant:

  1. that you have read and understood, and agree to these Service Terms and Conditions on behalf of Customer (as defined below); and
  2. that you have all mandates necessary to bind Customer to these Service Terms and Conditions and its resultant obligations.

Definitions

In addition to terms elsewhere defined herein, the following terms shall have the following meaning for the purposes of these Service Terms and Conditions:

Agreement

the present Service Terms and Conditions, including any future modification thereof as notified by Isabel to Customer, taken together with, if any, such specific agreement on the subject of the Service as may be executed in writing by or on behalf of Isabel and Customer;

AISP

an Account Information Service Provider as defined by PSD2;

API

any Application Programming Interface made available to or accessible by Isabel to Customer as part of, or in connection with, a Service;

ASPSP

an Account Servicing Payment Service Provider, being a payment service provider providing and maintaining a payment account for a payer as defined by PSD2;

Customer

the natural or legal person that subscribes to the Service;

Documentation

means such documentation as Isabel may make available to or accessible by Customer in connection with the Service, as updated from time to time by Isabel. At the Effective Date of these Service Terms and Conditions, the Documentation is accessible via the myponto.com internet domain;

Material Default

means, either:

  1. a material breach of this Agreement that is not capable of remedy;
  2. a material breach of this Agreement that is capable of remedy but has not been remedied by the defaulting party within thirty (30) days following being served with a notice requesting it to do so;
  3. any unauthorized access or attempt to access the Service or any component thereof;
  4. a failure to timely pay any due amount to Isabel under this Agreement;

Payee

a natural or legal person who is the intended recipient of funds which have been the subject of a payment transaction;

Payer

means a natural or legal person who holds a payment account and allows a payment order from that payment account, or, where there is no payment account, a natural or legal person who gives a payment order;

PISP

a Payment Initiation Service Provider within the meaning of PSD2;

Ponto

or “Ponto - Aggregation as a Service for PSU” is the service by which account information and payment initiation services are made available to the PSU under this Agreement;

Ponto Connect

the particular functionality of Ponto that enables

  1. the PSU to allow third party software to exchange information and/or bulk files (upload transaction files and download bank account information files) through Ponto and
  2. the third party software partner to connect the Ponto Connect API with its own application and so as to enable the abovementioned exchange of information;

Ponto Representative

the particular functionality of Ponto that enables the PSU to allow a third party (the “Representative”) to

  1. view the transactions and balances of the bank accounts selected by the PSU,
  2. process these data in its own software,
  3. request to the ASPSP the refresh of the PSU’s bank account data, and
  4. prepare payment orders, which will have to be authorised by the PSU itself.

PSD2

means the Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC and its transposition into Belgian law;

PSU

a Payment Services User, being a legal or natural person making use of a payment service as Payer, Payee, or both, within the meaning of PSD2;

Sandbox

the particular Service consisting of Isabel making a non-live, testing environment (including one or more APIs) available to Customer for Customer’s creation and testing of software applications for Customer’s use in connection with other Services made available by Isabel;

Service

means, either, the Sandbox, Ponto and/or Ponto Connect, as the same are more specifically described in the Documentation.

Partner

the third party application provider to the Customer and with whom the Customer can decide to setup the Ponto Connect functionality in that application. Subject to a separate agreement entered into between Isabel and the Partner, the Partner may agree to incur the charges on behalf of the Customer for its use of Ponto.

Capacity

Customer Capacity

Customer acknowledges that Isabel intends making the Service only available to PSUs that make use of the Service for the sole purposes of their trade, business or profession. As a material term of the Agreement, Customer represents and warrants that it will register for and make use of the Service only on behalf of itself as a PSU and/or on behalf of a different person or entity that is a PSU, and only for such purposes.

To the extent permitted by law, Customer will notify Isabel promptly upon any change in the professional or corporate status of Customer (or any PSU represented by Customer), including, without limitation, a change to their respective professional or corporate registration, or their respective controlling ownership structure and beneficial owners.

Customer and Isabel agree that, except to the extent provided otherwise in this Agreement, any statutory and regulatory provisions that may be lawfully excluded when the PSU is not a consumer shall, in their entirety, not apply.

Isabel Capacity

Isabel engages as an independent contractor in the capacity of a licensed third party payment service provider to provide the Service to Customer. The National Bank of Belgium (“NBB”) granted Isabel its license both for acting as a PISP and AISP and Isabel was accordingly registered by the NBB on 19 February 2019 under no. 0455.530.509.

Nothing in this Agreement is intended to establish, and nothing herein establishes, a direct contractual relationship between Isabel and any PSU represented by Customer. To the extent permitted by law and as between Isabel and Customer, all legal and contractual responsibilities and obligations of the PSUs represented by Customer are assumed by Customer, and any rights of such PSUs may be enforced against Isabel by Customer only. Customer will have no authority whatsoever to bind Isabel, to assume or create any obligation, to enter into any agreements, or to make any warranties or representations on behalf of Isabel with or vis-à-vis any customer or client of Customer or any other third party.

Service

General

Isabel undertakes to take appropriate care in performing this Agreement. Isabel will take commercially reasonable steps to provide the Service in accordance with this Agreement and the Documentation subject to the services’ type and level selected by Customer on the Service web portal under the myponto.com domain. Service provisioning is contingent on Customer performing its obligations. Except to the extent explicitly stated otherwise in this Agreement, the Service is provided on an “as is”, “as available” basis exclusively.

The Service is cloud based and access to and use of the Service is dependent on, amongst others, third party information and telecommunication infrastructure over which Isabel has no control. Accordingly, Isabel cannot, and does not, guarantee that the Service will be available at all times.

Isabel may from time to time request Customer to provide, and Customer will promptly provide, such credentials and authentication means as Isabel may reasonably require for the purposes of providing the Service and accessing the PSU’s accounts registered on the Service. Except for the Sandbox, strong customer authentication within the meaning of art. 4(30) PSD2 will be applied within the Service.

Customer acknowledges and accepts that the use of the Service (other than the Sandbox) depends, in part, on the proper completion of the enrollment and authorization process with the relevant bank in respect of the PSU’s bank accounts registered with Isabel for the Service.

Customer acknowledges and accepts that Isabel shall have the right to refrain from providing the Service, in whole or part, for Regulatory Reasons. “Regulatory Reasons” as used herein refers to any instance where providing the Service, or any part thereof, would, in Isabel’s reasonable opinion, result in a violation of applicable laws or regulations or otherwise be prohibited. Such laws and regulations include, without limitation and as applicable, any laws and regulations on the subject of Know Your Customer (KYC) or Anti Money Laundering (AML). The foregoing does not release Customer (and, as applicable, any PSU represented by Customer) in any way or manner from complying with its own obligations as they arise under any applicable laws and regulations.

Sandbox

For the duration of the Agreement, and subject to Customer’s compliance with its obligations pursuant hereto, Isabel grants Customer a restricted, non- exclusive, non-transferable, non-assignable (without the right to sublicense), “as-is” right to access and use the Sandbox and any API (and the related Documentation) solely for purposes of developing, testing and using software applications created and/or owned by Customer. This Agreement does in no event grant the Customer any other right or license with regard to the Sandbox and any API.

Once Customer starts to use any API within a live production environment the relevant terms and conditions of the Service will apply and the applicable fees and charges for the Service will be due.

Ponto Connect and Ponto Representative

As the use of Ponto Connect and Ponto Representative is linked to the operation of third party software that use Ponto Connect or Ponto Representative in its operational functioning, Isabel explicitly declines any responsibility for the use of this third party software and any damage caused by the latter. Any liability for operational deficiencies must be settled in the context of the use of this third party software.

PSU Consent

Isabel will ask the PSU’s consent if and where mandatory pursuant to PSD2 and will do so through the Customer. Isabel may equally ask the PSU’s consent, or ask the PSU to re-affirm its previously given consent, in instances where it is not mandatory for Isabel to do so. To these ends, Isabel will ask the Customer to take an affirmative action by ticking a box or clicking on a button as provided on the relevant Service page or screen. Such button will be labeled “I agree”, “I consent”, “confirm”, “next”, “continue”, "submit" or have an equivalent phrase. By ticking such box or clicking on such button, the PSU will be deemed consenting to the subject transaction or re-affirming its previously given consent, as applicable.

In those instances where a PSU is permitted to withdraw a previously given consent, Isabel may use similar techniques as referred to in section 3.4.1 above to ask for and record the PSU withdrawing a previously given consent. The tick box or button will then be labeled “I withdraw consent”, “I do not agree”, “cancel” or have an equivalent phrase. By ticking such box or clicking on such button, the PSU will be deemed withdrawing its consent for the subject transaction.

Within the Service, the Customer may be allowed to add or remove bank accounts, users, and/or entities. Except where it would be mandatory for Isabel to do so, Isabel will not be required to ask the PSU to provide or re-affirm consent in respect of such bank accounts, users and entities added or removed. By entering into the Agreement, Customer represents and warrants to obtain all necessary consents, mandates and authorizations from any relevant user and entities to add or remove (as applicable) such bank accounts, users and entities by the time Customer does so.

To the extent permitted by law, Isabel may use any logging or other information available to it (including, without limitation, transactional data as recorded in its systems used for the Service) as conclusive evidence of such PSU consent or PSU withdrawal of consent, unless evidence to the contrary is provided by the PSU.

Information to the PSU when acting as Payer or Payee

When providing payment initiation services to the PSU acting as Payer or Payee, Isabel will provide the following information to the PSU subject to the relevant ASPSP having it made available to Isabel:

  1. a reference for each payment transaction and, where applicable, information relating to the Payer/Payee;
  2. the amount of the payment in the currency in which the Payer’s account is debited;
  3. the amount of any charge for the payment and, where applicable, a breakdown of the amounts of such charges, or the interest payable by the Payer;
  4. where applicable, the exchange rate used in the payment transaction and the amount of the payment after that currency conversion;
  5. the debit value date or the date of receipt of the payment order.

When providing account information services to the PSU acting as Payee, Isabel will provide the following information to the PSU subject to the relevant ASPSP having it made available to Isabel:

  1. a reference enabling the identification of the transaction and the Payer, and any information transferred with the payment;
  2. the amount of the payment transaction in the currency in which the Payee’s account is credited;
  3. the amount of any charges for the payment transaction and, where applicable, a breakdown of the amounts of such charges, or the interest payable by the Payee;
  4. where applicable, the exchange rate used in the payment transaction by the payee’s PSP, and the amount of the payment before that currency conversion;
  5. the credit value date.

Means of Access

Isabel may provide Customer (or one or more Customer mandataries (“mandataires”/”lasthebbers”) and agents) with digital credentials to access and use the Service (such as, for example, a digital certificate or a username and password as selected by Customer during the registration process) (“Means of Access”) pursuant to Isabel’s then current access procedures.

Customer will, and will cause each of its relevant mandataries and agents to, strictly comply with Isabel’s access procedures for the Service as specified in the Documentation or otherwise made available to Customer by Isabel. The Means of Access are strictly personal. Customer is responsible for the safeguarding, confidentiality, security and appropriate use of the Means of Access by Customer and its mandataries and agents and undertakes to take all steps to prevent any unauthorized use thereof.

Customer must immediately notify Isabel, the relevant bank(s) and any other party specified by Isabel for such purpose on the Service portal (through Isabel Customer Care) if the security or integrity of any of the Means of Access is compromised or threatens to be compromised. To the extent permitted by law, Customer assumes sole and unconditional responsibility and liability for any use of the Service, as well as for any detrimental consequences that may arise directly or indirectly therefrom, until the time that such notification is properly received by Isabel.

Bank Account Data Synchronizations

Synchronization is needed each time PSU wants Ponto to refresh Customer's account data for a given account.

In accordance with the RTS Regulation on SCA & CSC, unattended account information synchronization requests are limited, whenever the PSU is not actively requesting such information, to a maximum of four (4) synchronization requests / calls in a 24-hour period, per bank account. These synchronizations will be performed automatically by Isabel, four (4) times per day.

When synchronization is actively requested by the PSU through a third party software, this third party software will provide Isabel with the IP address of the PSU.

PSU shall refrain from using any macros or patterns that would cause automatic data synchronization requests, giving the impression that PSU is actively requesting such data synchronizations.

Isabel reserves the right to suspend or terminate the Agreement in case of non-compliance, by Customer with any of the above obligations.

Changes

As the Service, Isabel’s business operations, and technology in general, are inherently evolutive, Isabel reserves the right to modify this Agreement (including the contractual stipulations, the rates, etc.) and any Service from time to time.

As part of the changes in technology, Isabel may from time to time provide updates or upgrades to Ponto which may include, without this list being exhaustive, error corrections, modifications, enhancements, software releases, (“Upgrade”). Customer acknowledges and agrees that Upgrades are by their nature changes, improvements and/or enlargements to the Services, and that functions thus can be changed or removed compared to the version being replaced. It is Customer’ sole responsibility to ensure that an Upgrade is fit for purpose and works together with Customer’s hardware, software and data.

Isabel does not accept any liability for any damages or claims arising from or in connection with Customer’s failure to use the most recent version of the Upgrade made available to him/her or Customer’s failure to integrate or install any corrections made available to him/her in the Upgrade. Isabel will not be liable for additional costs Customer may incur as a result of his/her failure to install such Upgrade.

In the event of modifications that, in Isabel’s reasonable opinion, can be considered as having a material adverse effect on the functionality of the Service subscribed to by Customer, Isabel will inform Customer:

  1. if relevant to Sandbox, at least one (1) month in advance; and
  2. if relevant to a Service other than Sandbox, at least three (3) months in advance.

Modifications other than those contemplated under the previous sub-section may be made by Isabel without specific notification and are effective upon Isabel making a new or updated version of the Agreement or the Service (as applicable) accessible on or via the myponto.com domain.

It is Customer’s responsibility to stay current with any information and materials Isabel posts on, or makes available through, the myponto.com domain. Customer’s continued use of a Service after a modification has come into effect shall in any event constitute Customer’s acceptance of the same.

Specific customer obligations

Requirements regarding IT environment

Customer is responsible for the choice, purchase, installation and operation of any hardware, software and/or telecommunication services required for Customer’s access to and use of the Service.

Customer must comply with Isabel’s technical and security requirements concerning the software, hardware and telecommunication facilities used by Customer for accessing and using the Service. Isabel reserves the right to modify these requirements from time to time. Except where there are exceptional or highly urgent circumstances (such as serious threat of security/integrity breach), Isabel undertakes to allow Customer a reasonable term for carrying out any adjustments required.

Customer must take all measures necessary to protect the PSU’s data while under its control and, where applicable, recover and restore the same.

Use of the Service

Customer will use the Service (including any API) in accordance with the Documentation and instructions provided by Isabel in a timely manner and will in any case refrain from any action and use which would violate any laws or regulations applicable to this Agreement or any rights of any third party.

Customer warrants that it will not, and will require each PSU not to:

  1. (attempt to) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Service, any API and/or the Documentation (as applicable) in any form or media or by any means;
  2. (attempt to) reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Service or any API;
  3. (attempt to) access or use all or any part of the Service, any API and the Documentation for any purpose other than as expressly permitted herein, including, without limitation, to build a product or service that competes with a Service (as determined by Isabel in its sole discretion); and/or
  4. transmit any worms, spyware, malware or any other similar malicious code or programs that may damage and/or interfere with the normal use and operation of the Service, any API or Isabel’s information and communication technology infrastructure.

Upon Isabel’s request, Customer will promptly (and in any event within ten (10) business days) provide Isabel with such information and documentary evidence as Isabel may reasonably request in relation to Customer’s professional and corporate status and the consents, mandates and authorizations provided to Customer by any PSU that Customer represents in connection with the Service. Customer is responsible for all activities that are performed under its Service account with Isabel.

Security

Customer is exclusively responsible for ensuring the security and integrity of the information - and communication technology and tools (“Customer ICT”) that Customer uses in connection with the Service. Isabel shall have no responsibility or liability in respect of any security or integrity breach of Customer ICT and/or for any consequences thereof (e.g. inadequate or unauthorized use of the Service).

Service charges and payment

Service Charges and Rates

Isabel will invoice the charges for the Service to Customer monthly in arrears and based on the Service rates in effect at that time unless Isabel has entered into a separate agreement with a Partner pursuant to which that Partner agrees to incur the charges for the Service on behalf of the Customer. In case of such separate agreement, Isabel will invoice the Partner (and not the Customer) in accordance with that agreement.

Isabel will inform Customer of the Service rates (including changes thereto) through a posting on the pricing page under the myponto.com internet domain or by email to the email address specified by a Customer mandatary when registering or both. Isabel may modify the Service rates from time to time. In such event Isabel will inform Customer at least three (3) months in advance of the modified rates becoming effective. Unless the Agreement terminates prior to the modified Service rates becoming applicable, Customer will be deemed to have accepted the modified rates.

All prices, fees and rates are specified in euro (EUR), VAT excluded, and are subject to indexation in accordance with the following price indexation formula: 

P1 = P0 x (0,2 + 0,8 (Current Index / Base Index)
whereby:
P1 = the new amount of the fee applicable as from the indexation date;
P0 = the amount of the fee applicable immediately prior to the indexation date;
Current Index = the national average index for salary costs and social contribution, as published by AGORIA, for the 2nd month immediately prior to the indexation date (for example, if the indexation date is in January of year X, the Current Index will be that of November year X-1). Base Index = the national average index for salary costs and social contribution, as published by AGORIA, for:
  1. in case of the first indexation, the month immediately preceding the Effective Date of the Agreement; and
  2. the month immediately preceding the date of the last, prior indexation.
If the Agoria Index should cease to be published or undergo substantial modification regarding content and form, a comparable index will be used.

Payment Terms

Where Isabel invoices Customer, Customer must pay all invoices in full by using one of the payment means available on the Service’s portal provided by Isabel. Where Isabel invoices Partner, Partner must pay all invoices in full in accordance with the relevant agreement between Isabel and Partner.

All invoices are due and payable within ten (10) days from the invoice date.

Upon Customer’s failure to comply with any of its payment obligations hereunder, Isabel, acting in its absolute discretion and without having to send any prior written notice, shall have the right, without prejudice to Isabel’s other rights and remedies, to:

  1. automatically charge Customer with an interest of ten per cent (10%) per annum on any unpaid sum, from the date when payment was due until the date all sums due are received by Isabel, and/or;
  2. automatically charge Customer with an administrative fee of 15 EUR per reminder sent, if any.

Upon Partner’s failure to comply with its payment obligations under the separate agreement as defined under point 5.1.1., Isabel shall have the right to recover the payment from the Customer, although limited to the non-paid charges incurred by Partner on behalf of the Customer.

Term - termination - suspension

Term

Both the Agreement term and the Service term commence upon Customer’s registration for the Service being the moment an account has been created by or on behalf of Customer on the portal Isabel makes available for such purpose.

The Agreement and the Service shall continue until terminated.

Termination

Upon termination of the Agreement, each Service will terminate.

Each party shall have the right to terminate the Agreement upon at least three (3) months’ prior written notice to the other.

Either party may, without prejudice to its right to full compensation, terminate the Agreement without any notice of default and without any prior intervention of a court, with immediate effect, in the event of Material Default by the other party.

Each party acknowledges that a material breach may result from persistent or repeated breaches of one or more non-essential obligations under the Agreement. Any of the following will always be deemed a Material Default that is not capable of remedy:

  1. Customer’s non-compliance with Isabel’s security procedures with regard to the access to and use of the Service;
  2. Customer not or no longer being properly registered and authorized to conduct business under applicable law;
  3. Customer breaching its confidentiality obligations;
  4. Customer infringing upon Isabel’s intellectual property rights or violating any such licenses as Customer may have been granted in respect of Isabel’s intellectual property.

The Agreement may be terminated by either party immediately upon written notice to the other party and without any prior intervention of a court, in the event of a cessation of business activities, bankruptcy or liquidation by that other party. In such event, all amounts paid by that other party will not be subject to recovery.

The Agreement will automatically terminate upon Isabel no longer being licensed or authorized under applicable law to provide the Service. To the fullest extent permitted by applicable law, Isabel assumes no liability or indemnity whatsoever on the account of such termination.

Upon termination of the Agreement and the Service for whatever reason:

  1. any rights and licenses granted to Customer under this Agreement will immediately terminate; and
  2. Customer will immediately return or permanently destroy all Documentation and all other Confidential Information related to the Service that it may have received from Isabel (including any copies thereof) provided that Customer may retain and keep records of any information and materials that Customer received from or about Isabel in connection with this Agreement and the Service (including, as applicable, PSU transactional information and any Customer content or materials stored on Isabel’s Sandbox-related systems) in accordance with its legal obligations;
  3. Isabel may revoke any access to the Service of Customer and of any Customer mandatary and agent; and
  4. Isabel may immediately return to Customer or permanently destroy all Confidential Information of Customer that it may have received from Customer in connection with this Agreement (including any copies thereof) provided that Isabel may retain and keep records of, any information and materials that Isabel received from or about Customer in connection with the Service, in accordance with its legal obligations and as provided for in the Privacy notice of the Service.

Suspension

In each instance where Isabel has the right to terminate the Agreement for Material Default, it may equally suspend its provision of or Customer’s access to, the Service in whole or in part.

In the event Customer fails to comply with any obligation under the Agreement and does not remedy the same within fifteen (15) days following being served with a notice requesting it to do so, Isabel may immediately suspend, in whole or in part, its provision of or Customer’s access to the Service.

In the event Isabel has suspended the Service on the account of Customer’s or Partner’s defaulting, Customer may request Isabel to lift the suspension upon providing a certification that Customer or Partner, as applicable, is no longer in default of its obligations. Isabel resuming the Service (or suspended parts thereof) will, however, in no event be deemed an acknowledgement that Customer or Partner is no longer in default or constitute a waiver of any rights Isabel may have in respect of such Customer default.

The Agreement and the Service will be automatically suspended upon, and for the duration of, any suspension of Isabel’s regulatory license or authorization to provide the Service and Customer shall not incur Service charges for the duration of such suspension.

In addition, Isabel may immediately suspend, in whole or in part, its provision of or Customer’s access to the Service if, at Isabel’s discretion, circumstances so warrant. Such circumstances may include, but are not limited to, Service maintenance or threats to the security or integrity of the Service, or Customer’s Means of Access, or Isabel’s related infrastructure. Isabel will use reasonable efforts to inform Customer in advance of such suspension, as well as of the estimated duration thereof.

Isabel will have no liability whatsoever on the account of suspending the Service as permitted pursuant to the Agreement or applicable law. Except to the extent otherwise provided herein, any suspension of the Agreement or the Service will not relieve Customer or Partner from its payment obligations and Customer or Partner will be liable to pay the Service charges during the suspension.

Limitation of liability

Isabel is only liable for fraud, willful misconduct and/or gross negligence in performing its obligations under the Agreement. Isabel's liability in relation to this Agreement shall under no circumstances lead to any compensation for indirect damage of a financial, commercial nature or any other kind, such as time loss, loss of or damage to clientele, loss of data, loss of earnings, loss of profits, increase in general overheads, disruption of business, claims from third parties, reputation or expected savings.

Isabel is furthermore not liable for any consequences resulting from:

  1. non-compliance by Customer (or any of its mandataries or agents) or any PSU represented by Customer with the security precautions, guidelines and/or instructions provided by Isabel;
  2. the quality of service of any connection required for the Service to operate;
  3. the use of any third party hardware or application and/or the integration of Ponto with a third party application by or on behalf of the Customer, Partner or any third party;
  4. any worms, spyware, malware or any other malicious code or programs present on Customer’s or Partner’s infrastructure or within Customer’s or Partner’s applications; and
  5. the violation of any applicable laws and regulations including, without limitations, those relevant to PSUs by the Customer or any PSU represented by Customer;
  6. where Isabel has entered into an agreement with a Partner pursuant to which that Partner agrees to incur the charges for the Service on behalf of the Customer’s use of Ponto, Isabel invoking any rights or remedies available to Isabel under that agreement including, without limitation, the right to suspend or terminate the integration of Ponto with the Partner’s application.

In the event Isabel is held and found liable under this Agreement, its liability will in all cases be restricted to the remedying of the proven direct damages, and such liability shall under no circumstances exceed the higher of:

  1. twenty-five thousand euros (25.000 EUR); and
  2. the amount equivalent to the charges for the Service in the twelve (12) months period prior to the event giving rise to the damages.

The limitations to Isabel’s liability under this Agreement are intended to apply and be enforceable to the maximum extent permitted by law.

Data protection

With regard to the personal data submitted to Isabel via the Service or otherwise and which are recorded in databases and processed, both Isabel and Customer undertake to comply with the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”) and the relevant Belgian legislation on data protection.

Isabel’s Privacy notice relevant to the Service applies to Isabel’s processing of personal data within the context of this Agreement and the Service. Isabel reserves the right to modify its Privacy notice from time to time. Customer can consult Isabel’s Privacy notice relevant to the Service accessible via the myponto.com internet domain or obtain it from Isabel upon simple request.

Confidentiality

The party that receives or becomes aware of information (the “Recipient Party”) from or about the other party (the “Disclosing Party”) that is non-public or can otherwise be reasonably understood to be of a confidential nature (“Confidential Information”) undertakes:

  1. to treat such Confidential Information as confidential and to use it only for the purposes of the Agreement;
  2. not to communicate or disclose any part of such Confidential Information to any person without the Disclosing Party’s prior written consent, except:
    1. to its mandataries and agents, and only on a need-to-know basis;
    2. to public authorities having a legal right or duty to have access to the Confidential Information; and/or
    3. in court or arbitration procedures.

The Receiving Party will ensure that its mandataries and agents to whom Confidential Information is disclosed shall undertake similar confidentially obligations in writing. The Receiving Party agrees to protect with the Disclosing Party’s Confidential Information with at least the same degree of care it uses to protect its own information of a similar nature but with no less than a reasonable degree of care.

All documents, information, data and supports provided to Customer and/or created by Isabel shall remain Isabel’s property and shall be returned or disposed of (at Isabel’s choice) within thirty (30) days following the end of the Agreement.

The Receiving Party’s obligations of confidentiality shall remain in force for a period of three (3) years after the termination of the Agreement. However, in respect of confidential information subject to statutory or regulatory retention obligations, the Receiving Party’s obligations of confidentiality shall remain in force for the duration of such retention obligation.

Intellectual property rights

Ownership and License

Isabel is and remains the owner or beneficiary of the intellectual and industrial property rights and know- how associated with the Service (including any API), and it also remains at liberty to use them for any other purpose. No rights are granted to Customer and its mandataries and agents other than those expressly stated in the Agreement.

If the software of the Service contains components, the rights of which belong to third parties, these third parties may require Customer to sign a separate license contract. If this is the case, Customer undertakes to sign the contract submitted to it.

Customer must take all necessary measures to protect Isabel's intellectual and industrial property rights. Customer must ensure that all property notices appended to the various parts of the Service are maintained in good condition. Customer undertakes to implement all necessary measures to ensure that its mandataries and agents, and other persons who may have access to the Service, maintain the confidential nature thereof. The structure, organization and any software code are valuable trade secrets of Isabel and constitute confidential information that belongs to Isabel.

Isabel reserves the sole right to correct any errors in the software or Documentation.

Customer is and remains the owner or beneficiary of the intellectual and industrial property rights associated with any information, materials, products and services that Customer may have developed independent from Isabel’s intellectual and industrial property rights (“Customer IPR”). Isabel, its mandataries and agents, shall have the right to use Customer IPR solely to the extent reasonably required to perform its obligations pursuant to this Agreement and to provide the Service to Customer.

Indemnity for Infringement

In the event of a claim from a third party in connection with an infringement by Isabel of the intellectual rights of third parties, Customer undertakes to inform Isabel immediately of such a complaint, as well as to provide all information and support, and to grant Isabel the right to conduct any legal proceedings and negotiations. If Isabel judges that any part of the Service may have infringed the intellectual rights of a third party, Isabel will, at its sole discretion, make the choice of whether to adapt the infringing Service in such a way that there is no more question of an infringement, or to obtain the right on behalf of Customer to continue using the Service, or, should Isabel be of the opinion that neither of those options can be achieved, to terminate the right of use for the concerned Service part and to reimburse any fees paid by Customer for that Service part during the twelve (12) months preceding the claim.

Customer indemnity

Customer will defend, indemnify and hold harmless Isabel and/or any of its affiliate and their respective officers, directors, employees, agents, licensors and suppliers from and against any direct and indirect loss, damage, cost and expense, claim, proceeding or liability whatever, which an Isabel member may suffer or incur as a result of any breach by or contributed to by Customer or any PSU of their respective responsibilities and obligations arising under this Agreement or pursuant to applicable law.

Force majeure

Neither Customer nor Isabel shall be liable for any failure to comply, in whole or in part, with any of their respective obligations under this Agreement resulting from a Force Majeure. Force Majeure as used herein means any event or occurrence beyond that party’s reasonable control, and includes, without limitation, war, insurrection, terrorism, attacks, strikes, social conflicts, accidents, fire, floods and telecommunication breakdowns. If Customer is or becomes insolvent, this will never be deemed to arise from Force Majeure. If, due to Force Majeure, Isabel is prevented from providing the Service in all its material aspects for a period of more than thirty (30) consecutive days, either party may terminate the Agreement upon fifteen (15) days’ notice to the other party.

Assignment

Neither Customer or Isabel may assign to a third party any of its rights and obligations under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld. Isabel, however, may assign or transfer the Agreement to an affiliate or related company or in connection with the sale or transfer of its business or part of its business to a third party, provided such transfer or assignment does not adversely affect the Customer’s rights.

Survival, application and invalidity

Those conditions of the Agreement whose intention and scope are designed to remain in existence, will also survive the termination, expiry, fulfilment or cancellation of the Agreement. If any article herein conflicts with a statutory or regulatory stipulation for the protection of a particular category of person, that article must be deemed inapplicable to those persons. If a provision of this Agreement is finally determined to be, or becomes, invalid, illegal or unenforceable, then such provision shall, if possible, and insofar as such article is invalid, illegal or unenforceable, be replaced by a valid, legal and enforceable article reflecting as close as possible the initial intentions. If the invalid, illegal or unenforceable provision cannot be validly replaced, then no effect shall be given to said article and it shall be deemed not to be included in the Agreement, such without affecting or invalidating the remaining provisions of the Agreement.

Notices

To Customer

Isabel may validly serve notice to Customer in connection with this Agreement by:

  1. electronic messaging to one or more of Customer’s mandataries or agents registered with Isabel in connection with the Service (such as by email to the email address specified by a mandatary when registering); or
  2. notifications or posts on or under the myponto.com internet domain Customer is responsible to ensure that its mandataries and agents maintain functional email addresses and to monitor any such online notifications and posts by Isabel.

All notices issued by Isabel will be deemed duly received upon issuing, unless proven otherwise by Customer.

To Isabel

Customer may validly serve notice to Isabel in connection with this Agreement by:

  1. serving a registered letter to Isabel at its registered address for the attention of the Head of Legal, Regulatory and Compliance; or
  2. electronic messaging to Isabel to the email address specified by Isabel for such purpose to Customer in the Documentation; or
  3. to such address and via such means as Isabel may explicitly and specifically advise Customer of in writing.

Isabel is responsible to ensure that its mandataries and agents maintain functional email addresses and to monitor notifications served by Customer to Isabel.

Entire agreement - applicable legislation – competent courts

The Agreement contains the entire agreement between the parties relating to the subject matter contemplated by this Agreement and replaces and supersedes all prior and contemporaneous representations and agreements regarding this subject matter. Any terms and conditions that Customer or a PSU may customarily apply or otherwise put forward or include in any communication or documentation issued to Isabel shall be deemed void and non-existent, except to the extent the same have been explicitly and specifically consented to by Isabel in writing with a reference to the Agreement. For the application, interpretation and implementation of the Agreement, Belgian law alone shall apply, without reference to any conflict-of-law principles of Belgian law. The parties will use good faith efforts to negotiate and settle any dispute that may arise out of or relate to this Agreement, or any breach thereof. Failing agreement, the courts in Brussels, Belgium, shall have sole jurisdiction for all disputes that may arise from this Agreement.

Annex: Specific Terms and Conditions applicable to consumers

When the Customer is a consumer (as defined below):

  1. Isabel will only provide account information services (and no payment initiation services); and
  2. The present Specific Terms and Conditions will apply in addition to the Services Terms and Conditions above. In case of contradiction between the Services Terms and Conditions and the Specific Terms and Conditions, the later will take precedence.

Definition

Consumer

the Customer, who is a natural person and who acts for private purposes (i.e., for purposes other than his or her trade, business or profession).

Right of withdrawal

Consumer has the right to withdraw from the Agreement (if it was concluded at a distance or off-premises) within a period of fourteen (14) calendar days without penalty and without giving reasons.

This fourteen (14)-calendar-day period begins on the day the Agreement is concluded.

Consumer exercises his/her right of withdrawal by sending a written and unambiguous declaration to Isabel before expiration of the withdrawal period by sending an email to info@myponto.com.

Service Charges and Rates

The Service will not be charged by Isabel to the Consumer.

Complaints

For any complaint relating to the Service, Consumer should first send an email to support@myponto.com.

If Consumer considers that the response provided by Isabel is not satisfactory, he/she may contact the Ombudsfin (Ombudsman for financial services). The Ombudsfin settles consumer disputes out of court, is responsible for examining disputes independently, and seeks amicable settlement. Consumer can send his/her request to: Ombudsfin, North Gate II, boulevard du Roi Albert II n° 8 Bte 2, 1000 Brussels or via the Ombudsfin’s website. The possibility of contacting the Ombudsfin does not preclude the possibility of taking legal action, nor to file a complaint with the Economic Inspectorate of the FPS Economy (by post (Rue du Progrès 50 — 1210 Brussels) or via their website).

Language

By registering for this Service through the online process at myponto.com or such other process as may be provided by Isabel for this purpose, Consumer accepts that all exchanges with Isabel, all information, contractual documents etc. may be carried out/established exclusively in English.