Last Update: November 17, 2016.
Welcome to IBANFIRST. We developed the IBANFIRST Core Service, an online platform that gives you an easy access to the basic financial services needed by a company: a professional IBAN account, receive and execute SEPA transfers with your business counterparties (the “IBANFIRST Service”, the “Service”).
We have tried to draft these General Terms & Conditions (“Agreement”, “Service Agreement”) in a clear and simple manner. Unfortunately, the realities of the legal world make it a very difficult task. So, should you have any questions or concerns or if you would simply like to better understand how we do things at IBANFIRST, please do not hesitate to contact us.
Below is a quick description of the main sections of this Agreement, but there are important details in the whole document, so you should read it.
You provide us with basic information about your organisation: director(s), owner(s) and user(s). We will seek to verify the information provided (we may work with third parties to do so) and approve your service account unless your request is not approved for risk or compliance considerations (by us or our payment processors). You give us permission to perform these verifications and to periodically update the information, otherwise we must decline to offer you the Service. [if you do not agree with these terms we will not be able to provide you the Service]
We may ask you to send us at any time more information about your company. This additional information is required to perform our controls and abide by all laws, rules and regulations that apply to us as a regulated entity. Your services may be interrupted if we are not able to gather sufficient information.
Considering the major risk related to identity thefts, as exposed by the national supervisors (NBB and FIU), IBANFIRST will require a first SEPA transfer of funds emanating from the client’s bank account opened in a recognized credit institution. This first transaction will also be analyzed regarding anti-money laundering and terrorism financing laws.
We provide you with a Service to open a professional IBAN account, receive and execute SEPA transfers; we will respect and protect your privacy, data and personal information. You run your business, service your customers, protect your customers’ data, report & pay taxes, and observe all laws, rules, and regulations.
We can terminate this Agreement for any reason with a two months’ notice and immediately in certain circumstances (in the case you breach this Agreement for instance). You can terminate at any time effective immediately. Termination does not alter your liability for processed transactions.
These General Terms and Conditions constitute a legal agreement between the sole proprietor or business entity or business organisation listed as the “Company” on the registration page (sometimes referred to as “you”, “your”, “User”, “Client”) and IBANFIRST. You may request a copy of this Agreement, and the other terms or documents incorporated in it by reference, at any time during the duration of this Agreement.
IBANFIRST’s client support email address is email@example.com.
The IBANFIRST Service is only made available to persons or entities that operate a business and for payment purpose only, and the IBANFIRST Service is not made available to persons to receive or execute payments for private purposes.
To use IBANFIRST for your business, you will first have to register your company. When you register your company, we will collect basic information including your name, business name, location, email address, business identification number, copy of ID and phone number. For regulatory reasons, we are required to identify (i) all beneficial owners of your business, (ii) the main shareholder(s) (that own or control the business through the possession or direct or indirect control of more than 25% of the company’s share or voting rights) and (iii) the principal of the business. As a User, you must be authorised to act on behalf of the business and have the authority to bind the business to this Agreement. In order to sign up a business to use the Service, you must agree to this Agreement on behalf of the business. If you have so agreed, the term “you” will mean you, the natural person, as well as such business.
Once you have signed the Service Agreement, we will send you an access to IBANFIRST (your “IBANFIRST Account credentials”). You must take all reasonable steps to keep the personalised security features of your IBANFIRST Account (including your password) safe, for example keep them secret and do not share them with anyone, other than appropriately authorised personnel within your business. You must notify us by sending an email to IBANFIRST support (using the details set out above) without undue delay if you discover that any of your personalised security features have been lost or stolen or that someone else has used or attempted to use your IBANFIRST Account without your authority.
To verify your identity, we will require additional information including without limitation your company registration number, your VAT number and, if applicable, your date of birth. We may also ask for additional information to help verify your identity and assess your business risk such as business invoices, a driver’s licence or other government issued identification, a business license or financial statements. We may request for your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within fifteen (15) days may result in the suspension or termination of your IBANFIRST Account. You authorise IBANFIRST to retrieve additional information about you from third parties and other identification services.
After a valid registration, you will have access to your IBANFIRST Account and your IBAN details. All credits and debits on this account will be temporarily suspended until we have verified your identity, your role in the Company and performed all the necessary compliance verifications.
By accepting the terms of this Agreement, you are providing us with authorisation to retrieve information about you from and provide information about you to third parties and you authorise and direct such third parties to compile and provide such information to us. You acknowledge that such information retrieved and provided may include your name, address history, transaction history, and other data about you. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update the above mentioned third parties customer records about you and to assist them in better serving you, and (d) to conduct IBANFIRST’s risk management process.
IBANFIRST may periodically update this information to determine whether you continue to meet our eligibility requirements.
By registering for IBANFIRST, you confirm that you are a legal resident of the country that you identified when you provided us your business details to create an IBANFIRST Account (the “Designated Country”), and that you are authorised to conduct business in such country.
By accepting this Agreement you confirm that you comply with these requirements and will continue to do so in connection with your use of the Service.
You will only accept payments through IBANFIRST for transactions between you and your counterparties for the bona fide sale of lawful goods or services. You will not solicit or use any personal, financial, or transaction information (“Payment Data”) for any purpose other than to process payment for your goods and services. You will comply with all applicable laws, rules, regulations and orders of governments having jurisdiction in connection with your use of the Service.
Our Core service (IBANFIRST Service) enables you to open a professional IBAN, collect SEPA wire transfers from your customers and execute SEPA wire transfers to your suppliers for commercial purpose.
IBANFIRST International enables you to open multi-currency IBAN, collect and execute international wire transfer in foreign currencies for commercial purpose. We also provide a specific service for managing the exchange rate applied to your international treasury flows.
IBANFIRST Connect enables you, through your IBANFIRST account, to connect to various financial services providers which are present on our interface.
We provide an online platform and an application programming interfaces (collectively, “Interface”) to enable you to use the Service. We reserve the right to require you to install or update any and all software to continue using the Service.
The Client may only provide payment instructions to IBANFIRST by entering the requisite data on the Interface. All payments orders entered via the Interface constitute an instruction given to IBANFIRST to make a payment on behalf of the Client. If a payment instruction is not entered on the Interface in accordance with the instructions and technical arrangements set out on the Interface (in particular if the Client did not fill in all the mandatory fields which appear on it), the order is deemed to not have been received by IBANFIRST. Payment instructions can only be executed if they are validated by the Client after the necessary data has been entered on the Interface.
IBANFIRST does not execute a payment instruction if there are not sufficient funds in the account on value date of the payment.
A payment order may be refused for compliance reasons in respect of all laws, rules and regulations applied to the transaction.
By registering to the Service, you will open an account (“IBAN Account” or “Account”) and be affected one IBAN to this specific Account. IBANFIRST keeps the right to refuse to open an Account for a Client or terminate the business relationship, without having to provide a reason or a delay, if IBANFIRST estimates that the maintaining of this business Relationship affects its global Business Strategy.
The Client’s Account are not bank deposit account and sums on the Account do not yield interest. The Account are accounting account opened in the books of IBANFIRST. They amount to accounting entries which translate the sums lodged by the Client with IBANFIRST and which are available to enable IBANFIRST to carry out the payments which IBANFIRST has been instructed to make by the Client. The balances in the Account change in line with the payments received and made by IBANFIRST on the Client’s behalf, in line with transfers made from and to a bank account and with transfers between two Accounts.
The Account opened in our books have the sole purpose of allowing us to process the transaction. IBANFIRST has the obligation of using this account for this specific purpose only, therefore this account cannot be used for IBANFIRST’s proprietary transactions. In case of collective procedure against IBANFIRST, the funds deposited on this account cannot be in any case a subject to compensation of IBANFIRST debt.
IBANFIRST reserves the right to lock any and all Accounts at any and all times for objectively-grounded reasons pertaining to the security of them or to an assumption that they are being used without authorisation. IBANFIRST shall inform the Client that an Account has been locked, if possible prior to it being locked and at the latest immediately following locking of them, by means of an email or of a notice on the Interface, except when such notifications are prohibited by law or cannot be made due to objectively-grounded security concerns. IBANFIRST shall unlock locked Accounts, and where applicable forward new Login Details, as soon as the reasons justifying said locking shall have ceased to exist.
By accepting this Agreement, you authorise IBANFIRST to hold, receive, and disburse funds on your behalf. You further authorise IBANFIRST to select the payment route and network to process your payments (such as by SWIFT, BACS, CHAPs or SEPA) and the timing of the execution. You also authorise IBANFIRST, or its third party payment providers, to hold settlement funds in a deposit account on your behalf pending disbursement of the funds to you in accordance with the terms of this Agreement. IBANFIRST will establish a clearing account through which settlements in accordance with this Agreement are settled. Any payment made through this clearing account shall be deemed as a full and final payment by IBANFIRST to you.
The Service supports wire transfers processed in the SEPA network. Other payment routes may be used when applying to IBANFIRST International.
IBANFIRST reserves the right to suspend receiving or emitting payments should we determine it necessary due to pending disputes or other suspicious activity associated with your use of the Service or if required by regulation, tax or court order. If we do this, we will notify you as soon as possible and include the reasons for doing so unless it is unlawful for us to so notify you.
IBANFIRST will refund the principal amount of a processed wire transfer upon your request in case: (i) you want to cancel your transfer, (ii) the transaction is not approved or cannot be processed by IBANFIRST due to a breach of this agreement, (iii) you want to make an amendment (but IBANFIRST requires the initial transaction to be cancel to do so), (iv) the beneficiary account holder or the beneficiary bank or any transaction processor rejects or return the transfer.
You agree to pay the fees (“Fees”) invoiced by IBANFIRST to you for providing the Service described in this Agreement. These fees will be calculated pursuant to the Fee Schedule available on the IBANFIRST website. We reserve the right to revise our Fees at any time. You are also obligated to pay all taxes and other charges imposed by any governmental authority, including without limitation any goods or services tax (including VAT), on the Service provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from your IBAN Account. Your failure to fully pay amounts that you owe us on demand will be a material breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
b. Data Protection: Protection of personal data are very important to us. IBANFIRST will comply with the applicable data protection laws, including in particular, the adoption of laws consistent with the EU Directive 95/46/EC (“EU Data Directive”) binding in Europe, as amended from time to time.
For any personal data processed on your behalf under this Agreement, IBANFIRST and you both agree that you are the data controller and we are the data processor in relation to that data. We shall process the personal data only in accordance with the terms of this Agreement and lawful instructions reasonably given by you to us from time to time. We will employ appropriate technical and organisational measures to protect such personal data. As data processor, IBANFIRST may appoint sub-processors for parts of its processing of personal data, provided however, that the sub-processor assumes the same obligations as are imposed on IBANFIRST as data processor.
You acknowledge that IBANFIRST is reliant on you for direction as to the extent to which we are entitled to use and process the personal data you provide us with. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instructions.
c. Data Requests: We will notify you (within a reasonable time frame) if we receive a request from a third party to have access to your personal data; a complaint or request relating to your obligations under applicable data protection legislation; or any other communication relating directly to the processing of any personal data in connection with this Agreement.
IBANFIRST will provide you with reasonable co-operation and assistance in relation to any complaint or request made in respect of any personal data processed by us on your behalf, including by providing you with details of the complaint or request, complying with any data subject access, rectification or deletion requests (within the relevant timescales set out in applicable data protection legislation) and providing you with any personal data we hold in relation to a person making a complaint or request (again, within a reasonable timescale).
IBANFIRST International is a service that makes it easier for businesses to receive and execute international wire transfers. This service provides additional features such has the opening of IBAN Accounts in up to 17 currencies, converting currencies at the best rate, receiving and executing international payments and an international focused interface to administer your international activity in a smarter way.
IBANFIRST Connect allows third-party platform providers (“Providers”) to provide additional services directly to you or your customers. To subscribe to services offered by Providers you must add the Provider through the IBANFIRST management dashboard and accept the IBANFIRST Connected Account Agreement (“IBANFIRST Connected Account Agreement”) related to the service you want to add.
By subscribing to services provided by Providers you are authorizing IBANFIRST to permit these Providers to (a) access your IBANFIRST Account and Payment Data, (b) create charges and customers in your IBANFIRST Account, and (c) deduct amounts (for example, fees and charges) from the amount that would otherwise be payable to you from transactions occurring in connection with the Providers (“Providers Fees”). Any Provider Fees will be separately agreed upon by you and the Provider, and will be in addition to IBANFIRST’s fees and charges.
Once you have authorised a Provider it will continue to have access to your IBANFIRST Account and be authorised as described in IBANFIRST Connected Account Agreement for this service until you specifically withdraw your authorization by changing the settings through your IBANFIRST management dashboard.
IBANFIRST grants you a personal, limited, non-exclusive, revocable, non-transferable licence, without the right to sublicense, to electronically access and use the IBANFIRST Service solely to (a) accept and receive payments, (b) manage the funds you so receive, and (c) build applications utilising the IBANFIRST Service in a manner consistent with this Agreement and the documentation available to you on our website. This licence includes use of documentation, images, support pages, and any updates thereto provided to you by IBANFIRST. Where updates are subject to new or additional terms, we will update this Agreement or provide notice to you.
We may also periodically make available certain IBANFIRST logos, trademarks, or other identifiers for your use (“IBANFIRST Marks”). If we do so, you will use them subject to and in accordance with IBANFIRST’s then current IBANFIRST Marks Usage Agreement. IBANFIRST may limit or revoke your ability to use IBANFIRST Marks at any point. All rights not provided in the IBANFIRST Marks Usage Agreement are expressly reserved by IBANFIRST. We may change IBANFIRST Marks from time to time. In the event that IBANFIRST Marks or IBANFIRST Marks Usage Agreement are changed, you will (a) use the current version of the IBANFIRST Marks and (b) use IBANFIRST Marks consistent with the IBANFIRST Marks Usage Agreement.
IBANFIRST provides you a limited licence to use the IBANFIRST Service as described in and subject to this Agreement. Each of the foregoing is licensed and not sold, and we reserve all rights not expressly granted to you in this Agreement. The IBANFIRST Service are protected by copyright, trade secret and other intellectual property laws. We own all interest, title, and other worldwide IP Rights (as defined below) in the IBANFIRST Service and all copies of the IBANFIRST Service.
For the purposes of this Agreement, “IP Rights” means all patent rights; copyright, including rights in derivative works; moral rights; rights of publicity; trademark, trade dress, and service mark rights; goodwill; trade secret rights; and other intellectual property rights as may now exist or hereafter come into existence, including all applications and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
You may choose to or we may invite you to submit comments or remarks about the IBANFIRST Service, including without limitation about how to improve the IBANFIRST Service or our products (“Ideas”). By submitting such comments or remarks, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place IBANFIRST under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, IBANFIRST does not waive any rights to use similar or related ideas previously known to IBANFIRST, or developed by its employees, or obtained from sources other than you.
The Agreement is effective upon the date you agree to it (by electronical acceptance) and continues until terminated by you or by IBANFIRST.
You may terminate this Agreement by closing your IBANFIRST Account at any time by following the instructions on our website in your IBANFIRST Account. Subject to the following sentence, we may terminate this Agreement and close your IBANFIRST Account effective upon providing you two months’ prior notice. We may suspend your access to the Service and any funds otherwise pending disbursement to you, or terminate this Agreement immediately upon notice to you if we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your use of IBANFIRST, including without limitation significant credit or fraud risk, or for any other reason.
IBANFIRST can furthermore suspend provision of the Services to a Client with immediate effect and without notifying the Client beforehand, at any time, or take any and all action which it deems appropriate in the event of one of the following events occurring (regarding which, where applicable, the Client undertakes to notify IBANFIRST immediately): (i) In the event IBANFIRST estimates section A.3 should be applied; (ii) In the event that the Client breaches its obligations hereunder, when a breach occurs and a notice to perform is sent by registered letter by IBANFIRST to the Client but goes unactioned for a period of 10 days; (iii) In the event of a serious breach of its obligations on the part of the Client, or if IBANFIRST reasonably suspects that the Client is committing a serious breach of its obligations hereunder (notably if IBANFIRST suspects that the Services are being used for illegal purposes or purposes that are not authorised hereunder); (iv) If IBANFIRST cannot continue with the contractual relationship and/or continue to perform a transaction, either fully or partially, due to a change which is made to the applicable legal rules, due to a change which occurs in respect of the status or the permits which IBANFIRST has, or following any and all other decisions taken by competent authorities, whether they be Belgian or foreign; (v) If it appears that the Client shall no longer be in a position to pay its debts, notably and to the full extent permitted by law, in the event of court-ordered reorganisation proceedings being filed, in the event of a declaration of bankruptcy, or of any and all other forms of collective debt payment or of any or all other forms of collective arrangements with creditors, or if the Client stops operating, or is at risk of ceasing operations, in part or in full; and (vi) If the Client does not reply to, or replies after the deadlines laid down for replying to, or replies in an incomplete or incorrect fashion, to requests made by IBANFIRST.
Upon termination and closing of your IBANFIRST Account, we will immediately discontinue your access to the Service. You agree to complete all pending transactions, immediately remove all account details information, and stop receiving new transactions through the Service.
Termination does not relieve you of your obligations as defined in this Agreement and IBANFIRST may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement.
Notwithstanding any imperative provisions of law to the contrary, all of the obligations incumbent upon IBANFIRST are obligations to use its best endeavours and not obligations to produce a specific result. Further, IBANFIRST is only liable in respect of the intentional faults and gross negligence committed thereby.
Without prejudice to the other liability disclaimer and limitation provisions set forth in these Terms & Conditions, IBANFIRST can under no circumstances howsoever be held liable vis-à-vis the Client as regards any and all losses caused by force majeure circumstances. The following shall be deemed to constitute force majeure circumstances: any and all events, whether foreseeable or otherwise, which are outside the reasonable control IBANFIRST; notably, this list does not constitute a limitative list of force majeure circumstances. (i) A technical fault affecting IBANFIRST’s I.T. systems caused by a virus or other computer, hardware or software problems or faults or following a systems overload which IBANFIRST could not have reasonably anticipated; (ii) A power outage, a fire, a flood and any and all natural disasters (whether recognised as such or otherwise by the authorities); (iii) A strike by IBANFIRST’s staff or by the staff of one of its suppliers or sub-contractors;(iv) Operations ordered by persons vested with de facto powers in the event of war, civil unrest, a strike or occupation of the country by foreign or illegal forces; (v) Rulings made by Belgian or foreign authorities; (vi) Errors and technical or other outages as regards the operations of Belgian and foreign telecommunications services (included therein internet provision services), of postal services, of private transport company services and as regards any and all providers of information society services as defined by Directive 2000/31/EC of 8 June 2000 on certain legal aspects of information society services, in particular electronic commerce, in the Internal Market; and (vii) Non-performance of contractual obligations affecting IBANFIRST’s sub-contractors, included therein, in particular, banking partners which IBANFIRST makes responsible for foreign exchange transactions that are inherent to the Services or for the execution of payments within the framework of the Services.
In the event that IBANFIRST is held liable, by virtue of this Agreement, and unless any imperative provisions of law to the contrary exist, its liability shall be limited to losses which were the necessary, foreseeable and inevitable consequence of a fault that was committed by IBANFIRST and this cannot under any circumstances howsoever give rise to compensation being paid thereby for indirect losses (notably and on non-exhaustive basis, losses of a financial nature, sales-related losses, losses pertaining to reputation or to other matters, or as regards losses incurred by the Client following a legal action brought by a third party).
Notwithstanding any imperative provisions of law to the contrary, IBANFIRST’s liability hereunder shall always be limited to the transaction and foreign exchange fees paid to IBANFIRST within the framework of the Service in relation to which it is held liable.
The Client acknowledges that it is aware of the volatility of exchange rates. IBANFIRST shall not be held liable vis-à-vis the Client as regards any and all losses arising out of the fluctuation of exchange rates.
IBANFIRST can under no circumstances be held liable in respect of the Client for any and all forms of loss which arises, in part or in full, from a breach on the part of the Client of one of its obligations.
If a Client defaults on an obligation, or is at risk of defaulting as regards performance of an obligation with respect to IBANFIRST (notably in the event of court-ordered reorganisation proceedings or of any and all similar collective payment proceedings being filed), all of the Client’s debts and futures obligations of any and all natures vis-à-vis IBANFIRST shall be payable immediately.
Legal set-off shall not be carried out. However, all of the monies owed to and obligations of IBANFIRST in respect of the Client (if they are in different currencies) are connected and can be offset against each other by IBANFIRST (and by IBANFIRST alone), even in the event of insolvency proceedings or court-ordered reorganisation proceedings, of attachment or of any and all situations involving equal rights held by the creditors thereof (multiple attachment), in compliance with the imperative provisions of law which are applicable. IBANFIRST may, at its own initiative, offset the debts owed to it by the Client and monies owed by it to the Client. If necessary, the conversion of currencies required in relation to said offsetting shall be effected at the exchange rates applicable at the time of conversion.
IBANFIRST shall not be liable in any way, shape or form in respect of the Client for any and all prejudice or losses, whether direct or indirect, suffered by the Client or a third party arising out of it refusing a request made by the Client, of any type howsoever.
Any and all complaints and disputes of any and all natures must follow an appropriate procedure that has been designed in line with the recommendations and requirements of our regulators at the National Bank of Belgium (NBB).
Although you have the right to make a complaint orally, for the sake of a clear understanding of the issues at hand, we would always recommend that you submit your complaint by email to firstname.lastname@example.org, clearly detailing your account name, or the payment ID (beginning with ‘#’) in question.
Please outline fully the nature of your dissatisfaction or complaint, and your email will be escalated to the correct individual or department. All of our Customer Support team receive training on recognising and managing a complaint, and are aware of our internal escalation procedure. We will then: (i) send you written acknowledgement that your complaint has been received; (ii) contact you further should we require any additional information regarding your case; (iii) fully investigate your case and your concerns, followed by issuing a detailed response, including explanation of our decisions, and reasons for our actions.
If you remain dissatisfied with our response, you have the right to forward your concerns to the financial Ombudsfin service: OMBUDSFIN Boulevard du Roi Albert II 8, 1000 BRUSSEL Téléphone : +32 2 545 77 70 - FAX : +32 2 545 77 79 Email : email@example.com Site internet : http:/www.ombusdsfin.be
If one of the provisions of this Agreement were to be deemed to be non-applicable or illegal, in part or in full, the others (the other parts of) provisions shall continue to apply in full.
The Client cannot assign or otherwise transfer to a third party the benefit of the framework agreement governed by this Agreement, or likewise as regards any and all agreements entered into under this framework agreement, without obtaining the prior, written and express consent of IBANFIRST.
The fact that IBANFIRST fails to enforce, at a given time, any one of the provisions of this Agreement, shall not be interpreted as it waiving enforcement of the said provision and the right arising out of it at a later time.
In the event of a contradiction between the Agreement and a transaction confirmation notified to the Client by IBANFIRST, said confirmation shall prevail over the Agreement.
This Agreement, and any and all agreements and transactions entered into in application of the framework agreement governed by these Agreement, are subject to Belgian Law.
The French courts in Brussels are the sole courts competent to hear any and all disputes pertaining to the Agreement and to any and all agreements or transactions entered into in application of the framework agreement governed by this Agreement.
Questions and concerns can be directed to IBANFIRST by visiting our Contact Us Page.