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Updated: June 1st, 2019

  1. Scope, Third Party Terms and Party

These Terms of Use apply to the entire offer within the framework of the contractual relationship between Penta Fintech GmbH (or its successor hereafter referred to as “Penta”) and the Customer with all content, features, services and rules (“Penta Services”). General terms and conditions of the customer are only part of the contract, if Penta expressly approved in writing.

With regard to the business account for solarisBank AG (“solarisBank”) required for the use of Penta Services as well as the other services of solarisBank, the contractual conditions agreed separately by the customer with solarisBank shall apply:

General terms and conditions of solarisBank AG

For the use of the additionally available services of other providers or the integration of the services of such providers, as far as a separate contractual relationship of the customer with these providers is required, again the respective terms of use and the applicable terms and conditions of these providers (such as other online and mobile banking service providers). Irrespective of this (but especially if such a relationship does not materialize), Customer’s consent to the particular use-condition-in-demand provided by Penta for that particular service is required.

The party to the Penta Services Agreement is Penta Fintech GmbH, with registered office at Hardenbergstraße 32, 10623 Berlin and registered in the commercial register of the district court Berlin (Charlottenburg) under the registration number HRB 201074 B.

Customers can only be entrepreneurs within the meaning of § 14 BGB. The offer does not apply to consumers within the meaning of § 13 BGB. Further restrictions, eg with regard to the legal form, entry in the commercial register and the country of origin of the customer, may arise from regulatory requirements and business policy considerations, in particular those of solarisBank and other partners.

  1. Subject of the contract

The subject of the contract is the use of Penta Services. With the help of Penta, the customer opens a business account with the respective services offered by solarisBank. Access through Penta provides access to the Business Account, as well as other services provided by regulated and unregulated third parties (collectively, “Affiliates”) within the respective application provided by Penta (for details, see the applicable List of Prices and Services).

Penta provides access to the business account of solarisBank and other regulated services of banking institutions and financial and payment service providers as a technical service provider within the meaning of § 2 (1) no. 9 of the Payment Services Supervision Act on access, integrations and interfaces (including so-called APIs), which are provided by the respective institute or service provider.

  1. Scope of services

Penta alone owes the services listed in the current price and service list as services of Penta. In particular, Penta does not conduct any banking business and does not provide any financial or payment services within the meaning of the Banking Act or the Payment Services Supervision Act.

In the context of Penta Services, account information in particular is transmitted encrypted and Penta uses other suitable, secure procedures to enable the customer to obtain necessary financial information and to submit other inquiries (eg TAN procedures).

Penta always endeavors to ensure the unrestricted usability and availability of the services provided, but can not provide an unrestricted guarantee for the security. The goal is an availability of services of 97% (Service Level Agreement, “SLA”) in the annual average. If maintenance work is required and the Penta Services are therefore temporarily unavailable, the customer will be informed in good time. Failure of Penta Services due to maintenance is not covered by the General Service Agreement (SLA).

Penta warrants to Customer that any limitation or impairment of the Penta Services may be outside the control of Penta. This includes, in particular, acts of third parties that are not acting on behalf of Penta (including solarisBank and other partners or third-party providers), technical conditions of the Internet that can not be influenced by Penta, and force majeure. The hardware and software used by the customer as well as the technical infrastructure can also influence the Penta Services. Insofar as such circumstances affect the availability or functionality of the Penta Services, this has no effect on the contractual conformity of the services provided and is attributable to the sole risk sphere of the customer.

  1. Contractual relationship with solarisBank

The use of Penta Services requires the conclusion of a contract for the establishment and use of a business account with solarisBank. In particular, the giro contract commits solarisBank to create an account for the customer, to credit incoming payments to the account and to process completed transfer orders to the detriment of this account and to issue one or more master cards to the customer. The checking account is kept as a current account by solarisBank. Details can be found in the information provided by solarisBank.

If the customer’s business relationship ends with solarisBank, the Penta Services can no longer be used. Limitations of the services of the solarisBank (eg also by Kontopfändungen) may also affect the scope of the Penta Services in whole or in part.

Since Penta acts exclusively as a technical service provider on the basis of a cooperation agreement with solarisBank with regard to the business account and other services of solarisBank, Penta is bound by solarisBank’s instructions, in particular insofar as regulatory requirements must be satisfied. This concerns in particular the following facts:

Limiting the use of the Business Account may also restrict the use of the Penta Services and third-party integrated offerings.

The coordination with the solarisBank can take some time. In some cases, Penta may not be entitled to provide the Customer with information about the reasons for such action or other details.

  1. Contractual relationships with other providers

The foregoing applies mutatis mutandis to all other providers, which provide the customer via the Penta Services banking, financial or payment services.

  1. Registration and opening of the business account

Prerequisite for opening and using a business account and the Penta Services is the user registration. A bilateral contract arises as follows:

The customer registers himself via the respective application of Penta as a user, in which he deposits his full name as well as his e-mail address and chooses a password. He must be the legal representative of the company for which he is registering and providing the necessary additional information. A confirmation of the registration will be sent after the deposited e-mail address.

Die Eröffnung des Geschäftskontos und der Vertragsschluss mit Penta erfolgen erst nach einer Prüfung der regulatorischen und gesetzlichen Vorgaben. Diese beinhalten insbesondere eine Identifikation aller natürlichen Personen, die als gesetzliche Vertreter des Kunden agieren, sowie die Prüfung der Angaben zum Unternehmen des Kunden (inkl. der wirtschaftlich Berechtigten) nach Anforderungen des Geldwäschegesetzes.

Contractual relationships are only concluded when the registration process is completed. The acceptance of the general terms and conditions of Penta as well as those of the solarisBank, as well as those of the other cooperation partners is a condition to complete the process successfully. Penta informs the customer in a timely and appropriate manner about the possible further cooperation partners and, if necessary, the necessity to accept their terms and conditions. Details of the existing requirements can be found in the respective treaties and escape the influence of Penta.

For the activation of further online banking users (eg for employees) further authentication procedures are necessary, which are directed in particular according to the specifications of the solarisBank or the respective partner concerned.

The access to the applications of Penta takes place the respective user name or the registered E-Mail address as well as password.

  1. Use of Penta Services, communication, change of information

The communication between Penta and the customer takes place basically via the respective applications offered by Penta (in particular with respect to the provision of account statements, etc.), by e-mail as well as the telephone customer support or the customer hotline.

The change of master data is basically possible either by a message to Penta or within the application. If necessary, these changes must be verified again.

The use of the account is governed by the general terms and conditions of solarisBank and the corresponding specifications of solarisBank.

A termination and the order to close the account must always be addressed to the customer service of Penta. Penta will inform solarisBank and other providers accordingly. If a reference account has already been deposited, existing credit will be transferred to this account. Otherwise, the customer will be asked to provide a valid reference account for account closure and account balancing purposes. In this case, a reasonable processing period applies.

  1. Privacy and data retrieval

Penta undertakes to protect customer information at any time by appropriate and state-of-the-art measures and assures that it does not disclose personal information to users unless legally permitted, performance of the contract is not required or the client does not consent thereto has been.

Details about the handling of personal data, data protection and data security are defined in detail in the privacy policy. The data transfer takes place via a secure and encrypted Internet connection. For the regular exchange of data, Penta and solarisBank have entered into an agreement on joint responsibility for data processing within the meaning of Art. 26 DS-GVO.

For the processing of the customer’s data by partners, their privacy policy applies.

In the event that technical or legal conditions change, Penta reserves the right to change the practice described here. The customer will be informed in good time.

  1. Obligations of the customer

The customer is responsible for the secrecy and security of his access data to his business account. This means that access data must be kept secret and not disclosed. The Customer is responsible for preventing third parties from being aware of access data and must take the necessary measures to ensure confidentiality, in particular by using a secure password consisting of numbers, letters and special characters and changing the password at regular intervals.

As part of its duty of care, the customer will ensure that they can be reached at the specified e-mail address from the time of registration. A misuse of the user account, a corresponding suspicion or a loss of access data, the customer Penta immediately in writing (eg by e-mail or in the web application) to communicate.

In addition, the customer is responsible for taking appropriate precautions to regularly and safely save the data uploaded, stored and stored in the context of the use of the business account and to create their own backup copies in order to recover the loss of data and information guarantee.

The customer must respond promptly to inquiries from Penta, solarisBank and other third party providers.

Customer must promptly and as accurately as possible report functional failures, malfunctions or impairments of the Software.

The customer is responsible for ensuring that the necessary system requirements are met in order to use the Penta Services. If the customer uses offers from third parties (in particular scraping software and add-ons), he is responsible for ensuring that these do not affect the Penta Services. In this respect, Penta does not guarantee compatibility and is not liable for damages resulting from the use of such offers.

  1. Indemnity

Customer indemnifies Penta against all claims, including any claims for damages asserted by other customers or other third parties, including government authorities, against it for infringement of rights arising from the use of Penta Services. The Customer is liable for any costs, including costs for the defense, incurred by Penta for any breach of third party rights by the Customer. All further rights and claims for damages of Penta remain unaffected. The above obligations only apply if the customer is responsible for the infringement in question.

  1. Restriction of the offer

Penta may take reasonable steps to prevent damage and to ensure the availability of Penta Services. This applies in particular if the customer violates his contractual obligations. Such measures may include the partial or total restriction of access to the Penta Services, in particular as regards the possibility of card payments or money orders.

Penta is also entitled to restrict the service offer in whole or in part, if the customer does not pay any fees due. Penta has no influence on the restriction of the offer by solarisBank or other partners.

  1. Term and termination of the contract

Unless otherwise stated in the respective service description, the contract for the use of Penta Services is concluded for an indefinite period. The customer may terminate the contract in writing with a notice period of five (5) working days to the end of the month. An email to Penta is sufficient. Penta then deletes the user account, if applicable, including the users associated with the business account. Unsecured data will be lost upon termination.

Penta may terminate the license agreement in writing with a notice period of eight (8) weeks. An e-mail to the customer is sufficient for this. In the event of such ordinary termination, Penta is not obliged to give reasons.

The right to extraordinary termination for good cause remains unaffected. An important reason in this sense is in particular if:

Penta reserves the right to notify its affiliates of any intended termination and, in particular, of the important reasons for extraordinary termination. In many cases, Penta is obligated as a technical service provider to regulated payment service providers as well as banks and financial service providers for forwarding and reporting.

  1. Liability for defects

With respect to the provision of software ( Software as a Service ) by Penta as part of Penta Services:

  1. Limitation of Liability

Penta is basically liable without contractual restriction only for damages of the customer:

For damages based on a slightly negligent breach of a material obligation, the liability of Penta shall be limited in amount to the damage which is foreseeable and typical according to the nature of the business in question. Essential are obligations whose breach jeopardizes the achievement of the purpose of the contract or the fulfillment of which enables the proper execution of the contract in the first place and on whose observance the customer regularly trusts.

Further liability of Penta is excluded.

As far as the liability of Penta is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents as well as for tortious claims.

  1. No liability for third party providers

Both the solarisBank and other partners, which offer further regulated services in particular, which can be used via the Penta Services, act on the basis of their own contractual relationship with the customer. In this respect, Penta does not assume any warranty or liability.

Insofar as the customer uses the services of other providers via Penta, this is done at his own risk. Details can be found in the product descriptions and any terms of use provided by Penta for the respective service.

  1. Technical changes to the terms and conditions

Penta is entitled at any time to make changes to these Terms and Conditions, the Price List and other provisions, which:

  1. Other changes to the general terms and conditions and other provisions in the context of the business relationship

Penta is entitled to offer the customer the changes of these terms and conditions with a notice period of 4 weeks for a contradiction of the customer. After expiry of the period, the new terms and conditions shall be deemed approved by the customer unless he has objected. Decisive for the observance of the objection period is the receipt of the objection with Penta. Penta will inform the customer by e-mail of the new regulations and the effective date, indicating the period of opposition and the consequences of expiry of the opposition period. Upon receipt of this e-mail to the customer, the opposition period begins.

These regulations do not apply to the changes of main performance obligations and subsidiary obligations, which are essential for the achievement of the goals pursued by the customer with the conclusion of the contract, in particular also fixed prices within the scope of the price and service list. A change in this way is also excluded, if this is unacceptable for other reasons, taking into account the mutual interests of the customer.

  1. Fees and payment processing

The costs for the relevant Penta Services are listed and defined in detail in the price and service specifications. The costs of the services of partners arise in each case from their terms and conditions or price and service directories. The customer is always informed of any usage fees for services in connection with the respective activation. Penta shall be entitled to collect any fee for paid services both from Penta and, if necessary, the Partner by direct debit directly from the Customer’s account. The customer has to provide sufficient cover for the account. Any usage fees will be collected at the beginning of the next month for the previous month.

The customer confirms that he agrees to receive invoices in electronic form. The customer himself is responsible for the proper storage of the invoices.

  1. Bonus programs and credits

Penta may, under certain conditions, in particular for the advertisement of new customers or in the case of plan changes by the customer or plan changes by Penta, grant the customer so-called penta credits (“credits”).

Credits have the value assigned to you and are granted as credits. They do not grant any right to payment of the value, but only to offsetting against claims of Penta, thus in particular with performance fees. Upon termination of the contract still existing credits expire.

Insofar as the customer submits the personal data of third parties to Penta within the framework of a recommendation program, he is responsible to Penta for having consented to the disclosure of your data.

  1. Communication

The communication channels accepted by Penta are hotline, e-mail and chat within the web application. Penta reserves the right to address the customer by other means. The Penta Services are offered in German and English.

  1. Other

The law of the Federal Republic of Germany. The exclusive place of jurisdiction for all disputes arising out of or in connection with these terms and conditions is Berlin, insofar as the customer is a merchant, a legal entity under public law or a public-law special fund. This also applies to the enforcement of the rights Pentas to the customer.

Should individual provisions of these Terms of Use be or become ineffective and / or contradict the statutory provisions, this shall not affect the validity of the remaining Terms of Use. The ineffective provision shall be replaced by mutual agreement between the contracting parties by such provision, which comes closest to the economic purpose of the invalid provision in a legally effective manner. The above provision applies in case of loopholes accordingly.

As of: November 10, 2018

  1. Scope, Third Party Terms and Party

These Terms of Use apply to the entire offer within the framework of the contractual relationship between Penta Fintech Ltd. (or its successor hereafter referred to as “Penta”) and the Customer with all content, features, services and rules (“Penta Services”). General terms and conditions of the customer are only part of the contract, if Penta expressly approved in writing.

With regard to the business account for solarisBank AG (“solarisBank”) required for the use of Penta Services as well as the other services of solarisBank, the contractual conditions agreed separately by the customer with solarisBank shall apply:

General terms and conditions of solarisBank AG

For the use of the additionally available services of other providers or the integration of the services of such providers, as far as a separate contractual relationship of the customer with these providers is required, again the respective terms of use and the applicable terms and conditions of these providers (such as other online and mobile banking service providers). Irrespective of this (but especially if such a relationship does not materialize), Customer’s consent to the particular use-condition-in-demand provided by Penta for that particular service is required.

The party to the Penta Services Agreement is Penta Fintech Ltd., a limited liability company incorporated in London and incorporated in the English Companies Register of Companies House, registration number 10586592, with a German permanent establishment at Hardenbergstrasse 32, 10115 Berlin. In the case of a transfer of the business relationship in accordance with these terms and conditions, the Penta Fintech GmbH with registered office at Hardenbergstraße 32, 10115 Berlin and registered in the commercial register of the district court Berlin (Charlottenburg) under the registration number HRB 201074 becomes a new contracting party.

Customers can only be entrepreneurs within the meaning of § 14 BGB. The offer does not apply to consumers within the meaning of § 13 BGB. Further restrictions, eg with regard to the legal form, entry in the commercial register and the country of origin of the customer, may arise from regulatory requirements and business policy considerations, in particular those of solarisBank and other partners.

  1. Subject of the contract

The subject of the contract is the use of Penta Services. With the help of Penta, the customer opens a business account with the respective services offered by solarisBank. Access through Penta provides access to the Business Account, as well as other services provided by regulated and unregulated third parties (collectively, “Affiliates”) within the respective application provided by Penta (for details, see the applicable List of Prices and Services).

Penta provides access to the business account of solarisBank and other regulated services of banking institutions and financial and payment service providers as a technical service provider within the meaning of § 2 (1) no. 9 of the Payment Services Supervision Act on access, integrations and interfaces (including so-called APIs), which are provided by the respective institute or service provider.

  1. Scope of services

Penta alone owes the services listed in the current price and service list as services of Penta. In particular, Penta does not conduct any banking business and does not provide any financial or payment services within the meaning of the Banking Act or the Payment Services Supervision Act.

In the context of Penta Services, account information in particular is transmitted encrypted and Penta uses other suitable, secure procedures to enable the customer to obtain necessary financial information and to submit other inquiries (eg TAN procedures).

Penta always endeavors to ensure the unrestricted usability and availability of the services provided, but can not provide an unrestricted guarantee for the security. The goal is an availability of services of 97% (Service Level Agreement, “SLA”) in the annual average. If maintenance work is required and the Penta Services are therefore temporarily unavailable, the customer will be informed in good time. Failure of Penta Services due to maintenance is not covered by the General Service Agreement (SLA).

Penta warrants to Customer that any limitation or impairment of the Penta Services may be outside the control of Penta. This includes, in particular, acts of third parties that are not acting on behalf of Penta (including solarisBank and other partners or third-party providers), technical conditions of the Internet that can not be influenced by Penta, and force majeure. The hardware and software used by the customer as well as the technical infrastructure can also influence the Penta Services. Insofar as such circumstances affect the availability or functionality of the Penta Services, this has no effect on the contractual conformity of the services provided and is attributable to the sole risk sphere of the customer.

  1. Contractual relationship with solarisBank

The use of Penta Services requires the conclusion of a contract for the establishment and use of a business account with solarisBank. In particular, the giro contract commits solarisBank to create an account for the customer, to credit incoming payments to the account and to process completed transfer orders to the detriment of this account and to issue one or more master cards to the customer. The checking account is kept as a current account by solarisBank. Details can be found in the information provided by solarisBank.

If the customer’s business relationship ends with solarisBank, the Penta Services can no longer be used. Limitations of the services of the solarisBank (eg also by Kontopfändungen) may also affect the scope of the Penta Services in whole or in part.

Since Penta acts exclusively as a technical service provider on the basis of a cooperation agreement with solarisBank with regard to the business account and other services of solarisBank, Penta is bound by solarisBank’s instructions, in particular insofar as regulatory requirements must be satisfied. This concerns in particular the following facts:

Limiting the use of the Business Account may also restrict the use of the Penta Services and third-party integrated offerings.

The coordination with the solarisBank can take some time. In some cases, Penta may not be entitled to provide the Customer with information about the reasons for such action or other details.

  1. Contractual relationships with other providers

The foregoing applies mutatis mutandis to all other providers, which provide the customer via the Penta Services banking, financial or payment services.

  1. Registration and opening of the business account

Prerequisite for opening and using a business account and the Penta Services is the user registration. A bilateral contract arises as follows:

The customer registers himself via the respective application of Penta as a user, in which he deposits his full name as well as his e-mail address and chooses a password. He must be the legal representative of the company for which he is registering and providing the necessary additional information. A confirmation of the registration will be sent after the deposited e-mail address.

Die Eröffnung des Geschäftskontos und der Vertragsschluss mit Penta erfolgen erst nach einer Prüfung der regulatorischen und gesetzlichen Vorgaben. Diese beinhalten insbesondere eine Identifikation aller natürlichen Personen, die als gesetzliche Vertreter des Kunden agieren, sowie die Prüfung der Angaben zum Unternehmen des Kunden (inkl. der wirtschaftlich Berechtigten) nach Anforderungen des Geldwäschegesetzes.

Contractual relationships are only concluded when the registration process is completed. The acceptance of the general terms and conditions of Penta as well as those of the solarisBank, as well as those of the other cooperation partners is a condition to complete the process successfully. Penta informs the customer in a timely and appropriate manner about the possible further cooperation partners and, if necessary, the necessity to accept their terms and conditions. Details of the existing requirements can be found in the respective treaties and escape the influence of Penta.

For the activation of further online banking users (eg for employees) further authentication procedures are necessary, which are directed in particular according to the specifications of the solarisBank or the respective partner concerned.

The access to the applications of Penta takes place the respective user name or the registered E-Mail address as well as password.

  1. Use of Penta Services, communication, change of information

The communication between Penta and the customer takes place basically via the respective applications offered by Penta (in particular with respect to the provision of account statements, etc.), by e-mail as well as the telephone customer support or the customer hotline.

The change of master data is basically possible either by a message to Penta or within the application. If necessary, these changes must be verified again.

The use of the account is governed by the general terms and conditions of solarisBank and the corresponding specifications of solarisBank.

A termination and the order to close the account must always be addressed to the customer service of Penta. Penta will inform solarisBank and other providers accordingly. If a reference account has already been deposited, existing credit will be transferred to this account. Otherwise, the customer will be asked to provide a valid reference account for account closure and account balancing purposes. In this case, a reasonable processing period applies.

  1. Privacy and data retrieval

Penta undertakes to protect customer information at any time by appropriate and state-of-the-art measures and assures that it does not disclose personal information to users unless legally permitted, performance of the contract is not required or the client does not consent thereto has been.

Details about the handling of personal data, data protection and data security are defined in detail in the privacy policy. The data transfer takes place via a secure and encrypted Internet connection. For the regular exchange of data, Penta and solarisBank have entered into an agreement on joint responsibility for data processing within the meaning of Art. 26 DS-GVO.

For the processing of the customer’s data by partners, their privacy policy applies.

In the event that technical or legal conditions change, Penta reserves the right to change the practice described here. The customer will be informed in good time.

  1. Obligations of the customer

The customer is responsible for the secrecy and security of his access data to his business account. This means that access data must be kept secret and not disclosed. The Customer is responsible for preventing third parties from being aware of access data and must take the necessary measures to ensure confidentiality, in particular by using a secure password consisting of numbers, letters and special characters and changing the password at regular intervals.

As part of its duty of care, the customer will ensure that they can be reached at the specified e-mail address from the time of registration. A misuse of the user account, a corresponding suspicion or a loss of access data, the customer Penta immediately in writing (eg by e-mail or in the web application) to communicate.

In addition, the customer is responsible for taking appropriate precautions to regularly and safely save the data uploaded, stored and stored in the context of the use of the business account and to create their own backup copies in order to recover the loss of data and information guarantee.

The customer must respond promptly to inquiries from Penta, solarisBank and other third party providers.

Customer must promptly and as accurately as possible report functional failures, malfunctions or impairments of the Software.

The customer is responsible for ensuring that the necessary system requirements are met in order to use the Penta Services. If the customer uses offers from third parties (in particular scraping software and add-ons), he is responsible for ensuring that these do not affect the Penta Services. In this respect, Penta does not guarantee compatibility and is not liable for damages resulting from the use of such offers.

  1. Indemnity

Customer indemnifies Penta against all claims, including any claims for damages asserted by other customers or other third parties, including government authorities, against it for infringement of rights arising from the use of Penta Services. The Customer is liable for any costs, including costs for the defense, incurred by Penta for any breach of third party rights by the Customer. All further rights and claims for damages of Penta remain unaffected. The above obligations only apply if the customer is responsible for the infringement in question.

  1. Restriction of the offer

Penta may take reasonable steps to prevent damage and to ensure the availability of Penta Services. This applies in particular if the customer violates his contractual obligations. Such measures may include the partial or total restriction of access to the Penta Services, in particular as regards the possibility of card payments or money orders.

Penta is also entitled to restrict the service offer in whole or in part, if the customer does not pay any fees due. Penta has no influence on the restriction of the offer by solarisBank or other partners.

  1. Term and termination of the contract

Unless otherwise stated in the respective service description, the contract for the use of Penta Services is concluded for an indefinite period. The customer may terminate the contract in writing with a notice period of five (5) working days to the end of the month. An email to Penta is sufficient. Penta then deletes the user account, if applicable, including the users associated with the business account. Unsecured data will be lost upon termination.

Penta may terminate the license agreement in writing with a notice period of eight (8) weeks. An e-mail to the customer is sufficient for this. In the event of such ordinary termination, Penta is not obliged to give reasons.

The right to extraordinary termination for good cause remains unaffected. An important reason in this sense is in particular if:

Penta reserves the right to notify its affiliates of any intended termination and, in particular, of the important reasons for extraordinary termination. In many cases, Penta is obligated as a technical service provider to regulated payment service providers as well as banks and financial service providers for forwarding and reporting.

  1. Liability for defects

With respect to the provision of software ( Software as a Service ) by Penta as part of Penta Services:

  1. Limitation of Liability

Penta is basically liable without contractual restriction only for damages of the customer:

For damages based on a slightly negligent breach of a material obligation, the liability of Penta shall be limited in amount to the damage which is foreseeable and typical according to the nature of the business in question. Essential are obligations whose breach jeopardizes the achievement of the purpose of the contract or the fulfillment of which enables the proper execution of the contract in the first place and on whose observance the customer regularly trusts.

Further liability of Penta is excluded.

As far as the liability of Penta is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents as well as for tortious claims.

  1. No liability for third party providers

Both the solarisBank and other partners, which offer further regulated services in particular, which can be used via the Penta Services, act on the basis of their own contractual relationship with the customer. In this respect, Penta does not assume any warranty or liability.

Insofar as the customer uses the services of other providers via Penta, this is done at his own risk. Details can be found in the product descriptions and any terms of use provided by Penta for the respective service.

  1. Technical changes to the terms and conditions

Penta is entitled at any time to make changes to these Terms and Conditions, the Price List and other provisions, which:

  1. Other changes to the general terms and conditions and other provisions in the context of the business relationship

Penta is entitled to offer the customer the changes of these terms and conditions with a notice period of 4 weeks for a contradiction of the customer. After expiry of the period, the new terms and conditions shall be deemed approved by the customer unless he has objected. Decisive for the observance of the objection period is the receipt of the objection with Penta. Penta will inform the customer by e-mail of the new regulations and the effective date, indicating the period of opposition and the consequences of expiry of the opposition period. Upon receipt of this e-mail to the customer, the opposition period begins.

These regulations do not apply to the changes of main performance obligations and subsidiary obligations, which are essential for the achievement of the goals pursued by the customer with the conclusion of the contract, in particular also fixed prices within the scope of the price and service list. A change in this way is also excluded, if this is unacceptable for other reasons, taking into account the mutual interests of the customer.

  1. Fees and payment processing

The costs for the relevant Penta Services are listed and defined in detail in the price and service specifications. The costs of the services of partners arise in each case from their terms and conditions or price and service directories. The customer is always informed of any usage fees for services in connection with the respective activation. Penta shall be entitled to collect any fee for paid services both from Penta and, if necessary, the Partner by direct debit directly from the Customer’s account. The customer has to provide sufficient cover for the account. Any usage fees will be collected at the beginning of the next month for the previous month.

The customer confirms that he agrees to receive invoices in electronic form. The customer himself is responsible for the proper storage of the invoices.

  1. Bonus programs and credits

Penta may, under certain conditions, in particular for the advertisement of new customers or in the case of plan changes by the customer or plan changes by Penta, grant the customer so-called penta credits (“credits”).

Credits have the value assigned to you and are granted as credits. They do not grant any right to payment of the value, but only to offsetting against claims of Penta, thus in particular with performance fees. Upon termination of the contract still existing credits expire.

Insofar as the customer submits the personal data of third parties to Penta within the framework of a recommendation program, he is responsible to Penta for having consented to the disclosure of your data.

  1. Communication

The communication channels accepted by Penta are hotline, e-mail and chat within the web application. Penta reserves the right to address the customer by other means. The Penta Services are offered in German and English.

  1. Change of contracting party

The Penta Fintech Ltd. is entitled to transfer the entire business relationship (including all already existing rights and obligations) to Penta Fintech GmbH with its registered office at Hardenbergstrasse 32, 10115 Berlin and entered in the commercial register of the district court Berlin (Charlottenburg) under registration number HRB 201074.

As a precautionary measure, the customer hereby gives his consent to the transfer of his data to the new contractual partner and to the processing of this data by the new contractual partner. Regarding the details of data processing, the statements in the current privacy policy apply.

  1. Other

The law of the Federal Republic of Germany. The exclusive place of jurisdiction for all disputes arising out of or in connection with these terms and conditions is Berlin, insofar as the customer is a merchant, a legal entity under public law or a public-law special fund. This also applies to the enforcement of the rights Pentas to the customer.

Should individual provisions of these Terms of Use be or become ineffective and / or contradict the statutory provisions, this shall not affect the validity of the remaining Terms of Use. The ineffective provision shall be replaced by mutual agreement between the contracting parties by such provision, which comes closest to the economic purpose of the invalid provision in a legally effective manner. The above provision applies in case of loopholes accordingly.

As of: December 20, 2017

  1. Scope and Contracting Party

These Terms of Use apply to the use of the Penta Services with all content, features, services and rules within the contractual relationship between Penta Fintech Ltd. (hereinafter referred to as “Penta”) and the person (legal and / or natural) who uses the Service (hereinafter referred to as “Customer”). General terms and conditions of the customer will only be part of the contract if Penta expressly authorizes this in writing.

In addition to these Terms of Use, the terms and conditions of third party providers (such as other online and mobile banking service providers) and credit institutions that allow access to and use of customer information are subject to Penta Services. For this purpose, reference is made in particular to the terms and conditions of solarisBank AG.

The Contracting Party is Penta Fintech Ltd., a UK registered London based limited liability company and registered in the Register of Companies under registration number ID 10586592.

  1. Subject of the contract

The subject of the contract is the use of Penta Services. With the help of Penta, the customer opens a digital business account at solarisBank AG. The multifunctional account provides access to third-party services within the web application. The account information is transmitted in encrypted form.

Penta uses interfaces (called APIs) to access the financial information provided by the Deutsche Kreditwirtschaft or the respective payment services, as well as other suitable, secure procedures for retrieving necessary financial information.

Penta always endeavors to ensure the unrestricted usability and availability of the services provided, but can not provide an unrestricted guarantee for the security. The goal is an availability of services of 97% (Service Level Agreement, “SLA”) in the annual average. The customer acknowledges that the access to the services may be temporarily limited due to technical reasons (eg faults, maintenance) or outside the sphere of influence of Penta (eg force majeure, third party fault). If maintenance work is required and the service is temporarily not available, the customer will be informed in good time. Failure of Penta Services due to maintenance is not covered by the General Service Agreement (SLA).

  1. Registration and opening of a business account

Prerequisite for opening and using a business account and the Penta Services is the user registration. A bilateral contract arises as follows:

The customer registers on the Penta website as a user, in which he deposits the name of a legal representative and an e-mail address. A confirmation of the registration will be sent after the deposited e-mail address.

In order to open and use a business account and the Penta Services, in the second step the Money Laundering Act (“GwG”) – compliant online identification is necessary to complete the registration process. The acceptance of the general terms and conditions of Penta as well as those of the solarisBank, as well as those of the other cooperation partners is a condition to complete the process successfully. Penta informs the customer in a timely and appropriate manner about the possible further cooperation partners and, if necessary, the necessity to accept their terms and conditions.

The verification of the identity of natural persons and legal entities in the name of solarisBank is done on the basis of the offered possibilities of identity verification. The identity verification is carried out on behalf of the solarisBank by an external service provider and uses the following methods: video identification.

The authentication of the customer for the web application is carried out by a user name / the registered e-mail address (possession) as well as password / PIN (knowledge) and for additional security by using the mobile TAN method.

The use of Penta Services requires the conclusion of a contract for the establishment and use of a business account with solarisBank AG. The giro contract commits solarisBank to set up an account for the customer, to credit incoming payments to the account and to process completed transfer orders to the detriment of this account. The checking account is kept as a current account by solarisBank. The contract for the account opening takes place as follows:

First, step by step, relevant information about natural and legal persons is requested. For  natural persons  , the place of birth, date of birth, nationality, address, mobile phone number and the amount of the shares in the company are generally charged. For  legal entities, as appropriate companies, the data collection takes place on the basis of the legal form, address, as well as information to the Foreign Account Tax Compliance Act (“FATCA”). For each business account at least one beneficial owner must be created. This and any other natural person who owns more than 25% of the shares in the Company, directly or indirectly or via the same share of voting rights of the Company, will then be provided with a link to personal video identification. If necessary, additional documents must be uploaded via a secure interface environment.

Upon successful identification of each beneficial owner, the customer can complete the account application by clicking on “Open Account”.

SolarisBank reserves the right to open the account should the due diligence obligations according to § 3 (1) nos. 1 to 3 GwG not be sufficiently fulfilled and informs Penta accordingly. Penta shares this information with the customer. This process can take some time.

  1. Use of Penta Services, communication, change of information

The communication between Penta and the customer basically takes place via the web application (in particular with regard to the provision of account statements, account mirror, etc.), by e-mail as well as the telephone customer support / hotline.

The modification of master data is basically possible either by a message to Penta or in the Settings section of the business account. If necessary, these changes must be verified again.

The use of the account is governed by the general terms and conditions of solarisBank and the corresponding specifications of solarisBank.

A termination and the order to close the account must always be addressed to the customer service of Penta. Penta will inform solarisBank accordingly. If a reference account has already been deposited, existing credit will be transferred to this account. Otherwise, the customer is requested for the purpose of closing the account as well as account balancing to provide a valid reference account.

  1. Privacy and data retrieval

Penta verpflichtet sich, Kundendaten jederzeit durch angemessene und dem aktuellsten Stand der Technik entsprechende Maßnahmen zu schützen und versichert, persönliche Daten der Nutzer nicht weiterzugeben, sofern keine gesetzliche Verpflichtung hierfür vorhanden ist, die Erfüllung des Vertrages dies nicht erfordert oder seitens des Kunden hierfür nicht eingewilligt wurde. Einzelheiten über den Umgang mit persönlichen Daten, den Datenschutz sowie die Datensicherheit sind ausführlich in der Datenschutzerklärung definiert. Die Datenübertragung erfolgt über eine sichere und verschlüsselte Internetverbindung. Zugangsdaten für die Nutzung eines bestehenden Kontos sind im Bankenrechenzentrum hinterlegt.

In the event that technical or legal conditions change, Penta reserves the right to change the practice described here. The customer will be informed in good time.

  1. Obligations of the user

The customer is responsible for the secrecy and security of his access data to his business account. This means that access data must be kept secret and not disclosed. The customer should not tolerate or permit third parties to take notice of this. Necessary confidentiality measures should be taken, for example by using a secure password consisting of numbers, letters and special characters, and changing the password periodically.

As part of its duty of care, the customer will ensure that they can be reached at the specified e-mail address from the time of registration. In the event of misuse of the user account, a corresponding suspicion or loss of access data, the customer is obliged to notify us immediately in writing.

In addition, the customer is obliged to take appropriate precautions to regularly and safely secure the data uploaded, stored and stored as part of the use of the business account and to create their own backup copies in order to ensure the loss of the data and information ,

All applicable laws and regulations of the Federal Republic of Germany and Great Britain apply when using the Penta Services.

It is forbidden to make any attacks on the functioning of the services offered by Penta, such as bulk emails (SPAM), hacking attempts, brute force attacks, the use or sending of spyware, viruses and worms. Violations of these rules will be immediately punished by warning, (temporary) blocking and / or the complete exclusion from the use of the business account by Penta. Penta reserves the right to initiate further legal action.

  1. Indemnity

Customer indemnifies Penta against all claims, including any claims for damages asserted by other users or other third parties, including government agencies, against it for infringement of rights arising out of the use of Penta Services. The Customer is liable for any costs, including costs for the defense, incurred by Penta for any breach of third party rights by the Customer. All further rights and claims for damages of Penta remain unaffected. The above obligations only apply if the customer is responsible for the infringement in question. That is, knowingly or willingly, or ignored the care required in traffic.

  1. Term and termination of the contract

The contract for the use of Penta Services is concluded for an indefinite period. The customer can terminate the contract in writing at any time. An email to Penta is sufficient. Penta then deletes the user account, if applicable, including the users associated with the business account. Unsecured data will be lost upon termination.

Penta may terminate the license agreement in writing with a notice period of four weeks. An e-mail to the customer is sufficient for this. The right to extraordinary termination for good cause remains unaffected. An important reason in this sense, for example, is the breach of contractual obligations. Penta reserves the right to inform its partners.

  1. Liability for defects

The provision of a free business account means that Penta is liable only for defects that were previously fraudulently concealed, intentional or caused by gross negligence. A defect exists if the suitability for contractual use is not possible or significantly reduced.

The customer is subject to the immediate obligation to inform, that is to say defects must be reported in writing (by e-mail) or by telephone to Penta.

The claim for damages due to a defect existing at the time of conclusion of the contract or due to a circumstance beyond the control of Penta does not exist. Further and other than the expressly stated claims and rights due to defects in the Penta Services do not exist.

  1. Limitation of Liability

For the use of Penta Services, the liability of Penta is limited to intent, gross negligence and / or lack of a guaranteed property. In the case of intent, the liability is in full, in case of gross negligence and the lack of a guaranteed property the liability is limited to the amount of the typical and foreseeable damage. Any further liability is excluded.

  1. Changes to the Terms and Conditions

The general terms and conditions may be changed and / or adjusted with the future being reasonable and with the interests of both parties with future effect. The change of a main obligation is excluded. Penta will e-mail the changed conditions to the customer prior to the planned entry into force, indicating the new regulations and the effective date. At the same time, the customer is granted a four-week opposition period. If within this period, which begins from receipt of the message by e-mail, no declaration of objection, the changed conditions shall be deemed agreed and agreed. As part of the announcement of the change of the general terms and conditions, Penta separately informs the customer of his right to object,

  1. Fees and payment processing

The Penta basic account is free for the customer. By default, it includes 10 free transactions (bank transfers) per month and a free debit card (Mastercard).

All fee-based additional services are listed and defined in detail in our price and service specifications. The customer is always informed of any usage fees for additional services in connection with the respective activation. Penta is entitled to collect any fees for chargeable services directly from the customer’s account by direct debit. The customer has to provide sufficient cover for the account. Regular usage fees are collected in advance at the beginning of each month, whereby one-off payments are debited directly at maturity.

Penta Fintech LTD reserves the right to change and adjust the fee schedule. The customer will be informed in good time and in advance. If the customer does not exercise his right of objection, the new conditions shall be deemed agreed.

The customer confirms that he agrees to receive invoices in electronic form. The customer himself is responsible for the proper storage of the invoices.

  1. Communication

The communication channels accepted by Penta are hotline, e-mail and chat within the web application. Penta reserves the right to address the customer by other means. The Penta Services are offered in German and English.

  1. Other

It is the law of the United Kingdom of Great Britain. The exclusive place of jurisdiction for all disputes arising from this Agreement is London, provided you are an entrepreneur, have no general place of jurisdiction in Germany or any other EU Member State, or have your permanent address transferred to foreign countries after the effective date of these Terms of Use or your place of residence or habitual residence at the time the action was not known. Should individual provisions of these Terms of Use be or become ineffective and / or contradict the statutory provisions, this shall not affect the validity of the remaining Terms of Use. The ineffective provision shall be replaced by mutual agreement by the Parties by such provision, which comes closest to the economic purpose of the invalid provision in a legally effective manner. The above provision applies in case of loopholes accordingly.

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