Terms and Conditions
These terms and conditions (Terms) apply when SIA Nordigen Solutions (Nordigen) provides access to Gateway and Analytics System for services related to account aggregation, transaction categorisation, insights generation and other data processing services. Access to Gateway and Analytics System, requires Client first having registered at Nordigen’s website. By completing the registration, you confirm that you are authorised to represent Client and accept the Terms on behalf of Client. Hereinafter Client and Nordigen will be referred together as the Parties or separately as the Party.
1. TERMS OVERVIEW
1.1. Nordigen provides Client access to a bank account statement analysis, transaction categorisation and behaviour factor generation system (Analytics System) according to these Terms. Analytics System allows the upload, storage and processing of account information (hereinafter all together referred to as Information). Analytics System performs data entry recognition and data entry sorting pursuant to the pre-set entries into categories of payments, generates insights with respect to the Information and returns the reorganised data to Client in visual and/or non-visual form, as requested by Client.
1.2. Nordigen provides a technical gateway solution (Gateway) that allows the end-users of Client's services to access account information service providers (Account Aggregators) that perform account information services and aggregate data from financial institutions (Account Aggregation). The purpose of Account Aggregation is to allow end-users to provide Client with Information. Gateway includes a technical documentation and an embeddable code (widget) that can be deployed on Client's website and allows end-users to access one or several Account Aggregators. When providing access to Account Aggregators, Nordigen is operating as a technical service provider (as defined by Payment Services Directive 2 Article 3) and is not a licenced account information service provider. Client sub-contracts Nordigen to transfer Information from Account Aggregators to Client. In this case, Nordigen operates as a data processor processing data on behalf of Client, data controller, and following the data protection obligations outlined in Data Processing Terms. The following Account Aggregators will be available to Client's end-users via Gateway:
1.2.1. Tink AB, company registration number 556898-2192, with office address Vasagatan 11, 111 20 Stockholm, Sweden.
2. INFORMATION HANDLING
2.1. Nordigen confirms that where Information is processed and stored by Nordigen is personal data according to the European Union General Data Protection Regulation No 2016/679 (hereinafter referred to as the GDPR), Nordigen will process such personal data in accordance with GDPR and the applicable personal data protection laws. Client shall be considered as data controller and Nordigen shall act as a data processor (as defined by GDPR).
2.2. Nordigen will process Information according to Data Processing Terms. By accepting these Terms, Client also accepts the Data Processing Terms.
2.3. When acting as the data processor of the personal data, Nordigen shall not use Information it has received from the Client pursuant to these Terms for any other purpose than for performing its obligations under these Terms, including the transfer of Information from Account Aggregators to Client after the provision of Account Aggregation services, to provide analytics services on Information using Analytics System and to improve the performance and accuracy of the data entry recognition, categorisation, sorting, behaviour factor and insights generation functionality of Analytics System and Gateway performance. Client has an obligation to acquire the consent of personal data subjects for personal data processing purposes mentioned in this Clause.
2.4. Nordigen is permitted to store Information it has received from Client or accessed in accordance with Terms for 365 days from the date of receipt for the purposes of improving Analytics System and Gateway. All personal data that forms part of Information shall be deleted immediately upon termination of these Terms, unless otherwise required by applicable laws.
2.5. Nordigen shall immediately notify Client upon becoming aware that Information and/or the reorganised Information has been disclosed to an unauthorised third party.
2.6. Client is solely responsible for ensuring that it has received all the necessary consents from data subjects, ensured personal data processing basis and complied with all GDPR requirements and applicable laws to use, process and transfer or make Information available to Nordigen for storing and processing Information for all purposes stated in Terms. Client further ensures that it has received all necessary consents from data subjects, ensured personal data processing basis and complied with GDPR and applicable laws and performed its obligations specified in “Personal Data Processing Agreement.”
2.7. Client confirms that Nordigen may subcontract cloud computing, data storage and service hosting services to Amazon Web Services EMEA SARL, registered address 5 rue Plaetis, L-2338, Luxembourg, with data centres located in Dublin, Ireland (European Union), that will act as a sub-processor in the personal data processing operations.
2.8. Client confirms that Nordigen has the right to engage other sub-contractors and sub-processors or other service providers for the processing of Information and related personal data. If Nordigen wishes to engage any other sub-contractor or sub-processor referred to in this clause, Nordigen shall notify Client about engaging such sub-contractor or sub-processor in writing. If Client has not provided any written objections within 10 (ten) working days from notification, it is considered that Client consents and confirms that Nordigen has the right to engage the sub-contractor or sub-processor notified to it under the procedure described in this Clause.
2.9. Client confirms that Nordigen may use first-party cookies to remember Client settings and preferences, such as language and location. Nordigen may also integrate third-party analytics cookies, like Google Analytics and other analytics tools that function similarly to cookies (for instance pixels), onto Nordigen’s website to help us understand how Client is using our website so that Nordigen can improve it. Client also confirms usage of its provided data to send e-mail newsletters and information on Gateway and Analytics system updates and for other marketing purposes.
3.1. The Gateway and/or Nordigen's provision of Analytics System are, or may in the future be, subject to payment of fees. Where this is the case, such fees will be presented to the Client in the process of registering, using the Gateway or using the Analytics System. Fees and accompanying payment terms presented are deemed part of these Terms. The relevant charges may be payable in advance, in arrears, per usage, or as otherwise described by Nordigen. By choosing to use the Gateway or the Analytics System, Client agrees to the applicable fees at Nordigen's prices then in effect and authorizes Nordigen to charge the Client in accordance with the applicable payment terms. Any fees paid hereunder are non-refundable.
4. RIGHTS AND OBLIGATIONS
4.1. Nordigen shall take reasonable effort to settle any Analytics System and Gateway interruptions. In case of any planned technical works that may cause interruption in the Analytics System and Gateway use, Nordigen will alert the Client via email at least 5 working days before commencement of the planned technical works.
4.2. Client shall not commit actions that would endanger the safety of Analytics System or Gateway. If Client commits any acts or omissions that endanger the safety of Analytics System or Gateway, Information and /or personal data that is part of Information, Client shall be responsible and liable for such acts and omissions and any and all losses and damages thereby caused to Nordigen or its partners. In the event that Nordigen has any indication of a security breach or any suspicious or unusual activity, it has the right to unilaterally shut down Analytics System or Gateway until clarifying the circumstances. Nordigen shall inform Client of any such events as well as of restoring Analytics System or Gateway without undue delay and will immediately carry out all necessary actions in accordance with "Personal Data Processing Agreement" to ensure the safety of personal data in possession of Nordigen.
4.3. Nordigen shall not be held liable and/or responsible for any decisions or outcomes of decisions that Client makes based on Analytics System or Gateway output or any information provided to Client by Nordigen. The Client shall indemnify and hold Nordigen harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, claims, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, Nordigen, or any of its affiliates, as a result of or in connection with Client’s failure to comply with the requirements of these Terms and/or applicable laws, including but not limited to ensuring all required third party consents for Nordigen to access data and information including from third party sources such as bank accounts for the purposes of providing services pursuant to these Terms. Nordigen's liability hereunder shall be limited to a total sum equal to the fees paid by Client during the calendar year of the damaging event. Under no circumstances shall Nordigen be liable for loss of profit or any other indirect damages or loss, including any liability of the other party to compensate a third party.
4.4. The Gateway and Analytics System services are provided on an “as is” basis, without warranties of any kind. Client is aware that Nordigen does not have any control over the data maintained by financial institutions and acknowledges that Nordigen makes no warranty in respect of the data quality of the Information, nor of it being accurate or complete.
5. INTELLECTUAL PROPERTY
5.1. “Intellectual property rights” shall mean all past, present or future rights, including but not limited to copyrights, moral rights, trademarks (trade names and service marks), inventions, patents (including patent applications), trade secrets, know-how, database, any other right in intellectual property of every kind and nature and also right in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of and applications to register any of the rights referred to above as recognised in any country or jurisdiction in the world.
5.2. Client understands and agrees that as between Nordigen and Client, Nordigen is the exclusive owner of and hereby retains all right, title and interest in and to Analytics System and Gateway and any improvements or upgrades to Analytics System and Gateway developed from or derived from Information.
5.3. Nordigen hereby grants to Client a limited, non-exclusive, revocable license to use Analytics System and Gateway, and the results of using Analytics System during the term of Terms.
5.4. Each Party agrees that, with respect to its use of the other Party’s trademarks, marks and trade names provided or otherwise identified by the owning Party for the using Party’s use: (a) as between Parties, all rights in and to such marks are owned by the owning Party; (b) the using Party will do nothing inconsistent with such ownership; (c) all uses of such marks shall inure to the sole benefit of and be on behalf of the owning Party; (d) it will use the owning Party’s marks in accordance with any guidelines for the use of such marks as provided by the owning Party from time to time; (e) it will not alter any such marks and shall use only exact reproductions thereof as supplied by the owning Party; (f) will not assist or permit any third party to do any of the mentioned in this clause; and, (g) at the owning Party’s reasonable request, all depictions of such marks which the using Party intends to use will be submitted to the owning Party for approval of design, color, or other details.
5.5. Client acknowledges that Analytics System and Gateway may contain third-party software or open-source software, and that the third-party software is not owned by Nordigen, and may be subject to additional restrictions imposed by the third-party software licensor. Client agrees to abide by such additional restrictions.
6. CONTRACT DURATION
6.1. Terms shall remain in force until Parties has fulfilled their obligation under these Terms. These Terms are concluded for an indefinite term.
6.2. Nordigen reserves the right to, at any time, terminate or suspend Client’s access to all or any part of the Gateway and Analaytics System, with or without cause, with or without notice, effective immediately. Client may terminate the contractual relationship by following the instructions of Nordigen's customer support team. All provisions of these Terms, which by their nature should survive termination, shall so survive, including but not limited to, confidentiality, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
7.1. Each Party undertakes not to disclose the Information, any personal data or any other confidential information which it has obtained from the other Party in connection with (execution) of these Terms to any third person unless otherwise set forth in these Terms. The Parties agree that all information exchanged between the Parties in connection with (execution of) these Terms shall be processed in accordance with these Terms. Confidential information includes any data and/or information that is proprietary to Party and not generally known to the public, regardless of the medium in which it has been recorder or preserved, whether oral, written or otherwise, whenever and however, disclosed by a Party to the other Party or which has become known to Party in any other manner pursuant to or in connection with the Terms. Nordigen shall ensure that Information shall be disclosed only to those employees of Nordigen who are covered by a confidentiality obligation. Nordigen shall ensure that its employees, who carry out data processing, use Information only to the extent necessary for the performance of Terms.
7.2. Disclosure will not be considered as a breach of Terms only in the following cases:
7.2.1. Confidential information is disclosed by a Party after this confidential information has become publicly known or available regardless of Parties (i.e. not as a result of a relevant Party);
7.2.2. Confidential information is disclosed in order to comply with applicable law or court order, in which case, if possible, with prior written confirmation of the other Party;
7.2.3. Confidential information is disclosed by Client to other entities in the same group with Client, if such entities are bound by the obligation to observe the confidentiality of the information;
7.2.4. Confidential information is disclosed to the sub-contractor and/or sub-processor of Nordigen engaged by Nordigen in accordance with these Terms.
7.3. For marketing purposes, Nordigen is entitled to disclose to third parties that Client uses Analytics System and Gateway.
7.4. Parties undertake to respect the confidentiality rules set forth in these Terms, while these Terms is in force, as well as in case of terminating Terms without any time limit after the termination of Terms.
8. OTHER RULES
8.1. Terms shall be governed by and has been concluded in accordance with the Latvian laws.
8.2. If a dispute arises between Parties in connection with (execution of) the Terms, Parties shall make every effort to resolve them through amical and good faith negotiations. Written answers to any claims from a Party shall be provided within 5 (five) working days as of receiving the claim. If it proves impossible to resolve the dispute through negotiation, Parties shall settle the dispute in the courts of the Republic of Latvia in accordance with the Latvian laws. Relations between Parties, which are not stated in these Terms, shall be take place in accordance with Latvian laws in force. If any part of Terms or any transaction related to Terms (partly or in whole) is held to be invalid or unenforceable, such determination shall not invalidate any other provision of Terms or other transactions referred to herein, unless the deletion of such provision(s) would result in such a material change so as to cause the actions and transactions contemplated herein to be manifestly unreasonable.
8.3. A failure by a Party at any time or times to require performance of any provisions of these Terms shall in no manner affect its right to enforce the same, and the waiver by a Party of any breach of any provision of these Terms shall not be construed to be a waiver by such Party of any other subsequent breach or waiver by such Party of any breach of any other provision hereof.
8.4. These Terms and the rights and obligations specified herein shall not be assignable by Client expect with Nordigen's prior written consent.