The present Terms and Conditions of service, (the Terms) regulate the use of the services provided in the PrometeoAPI platform by QUALIA FINTECH SRL, a registered company under the laws of the República Oriental del Uruguay, located at Sarandi 594, Office 203, Montevideo (hereinafter “PROMETEO”)
The “CLIENT” will accept to fulfill the Terms of Services to use them.
DEFINITIONS:
“PROMETEO” refers to QUALIA FINTECH SRL, a startup company specialized in the development of IT services for the financial sector, focused on the development of Application Programming Interfaces (API) available in the Cloud.
“CLIENT” refers to the physical person or entity that subscribes or acquires the Services object to or subject to these Terms and Conditions of Services.
“FINAL USER” refers to the physical person or entity that provides credentials from an external site to use the Service of PROMETEO through a CLIENT.
“PARTS” refers to the relation established in this Contract between PROMETEO and the CLIENT
“API” stands for “Application Programming Interfaces” offered by PROMETEO through a specific website (hereinafter “PrometeoAPI”)
“PrometeoAPI” refers to a group of services provided by PROMETEO in a specific website, which the CLIENT will have access to.
“WEBSITE” refers to the web site of PROMETEO: www.prometeoapi.com
ARTICLE 1. SERVICES
1. The object of this contract is to regulate the conditions under which PROMETEO will provide Services to the CLIENT.
2. Services consist of providing the CLIENT access to “PrometeoAPI”, a Cloud service offered by PROMETEO. A Cloud service is a service that is available through a network connection. The contracted services will be described in the WEBSITE. Services are available 365 x 24 x 7, except those days on maintenance tasks (the “Service” or “Services”). The CLIENT will be previously notified of such programmed maintenance. Depending on the urgency of the technical problems, technical support will be provided with different levels of assistance.
3. PROMETEO will provide all the facilities, labor force, equipment, software and required resources to ensure the Services, as well as the user guides, and the documents to assist the CLIENT in the use of the Service.
4. The CLIENT will provide the hardware, software and the connectivity to the access and use of the Service, including any URL that the CLIENT specifically requires, as well as all related certifications.
5. The access to the Services from the CLIENT will be restricted according to the acquired authorizations related to in the WEBSITE in full detail. The access and subsequent use of the Services from the CLIENT, with PROMETEO account credentials, will be the CLIENT’s sole responsibility. No Service, no matter the jurisdiction, is to be used for illegal, indecent, obscene, demeaning or harmful content or activities, such as interfering or violating the integrity and security of the systems and the connection network, including filter evasions, not solicited, abusive or deceiving messages, virus, malware, harmed codes, or any other activity that violates the rights of third parties.
6. The CLIENT is not allowed to:
a) Apply reverse engineering to any part of the Services
b) Create a commercial product that combines the Services with the CLIENT’s added value, that is owned or promoted by the CLIENT to final consumers, unless the PARTS had agreed on the contrary.
c) Give or resell all or parts of the access to the Services, except for clause 10.3
7. PROMETEO, at its sole discretion, will modify the Services detailed in the WEBSITE, including the descriptions published in the WEBSITE, and the data security and privacy guidelines.
Services will only be modified to:
1. Improve or clarify the existing terms
2. Keep all applicable standards, laws and regulations updated
3. Include additional components and features
Modifications will not downgrade the Services functionality or security in any way. Any modification will be notified to the CLIENT with a thirty (30) days notice to her or his email as well as when accessing PrometeoAPI. Notwithstanding the above, there will be notifications in advance in case modifications are required immediately.
8. PROMETEO can remove a Service with a six (6) month notice. PROMETEO will continue to provide the CLIENT the Service being removed for the rest of the contracted time, or will assist the CLIENT to migrate to another Service, usually available within the time mentioned above.
9. PROMETEO is an independent technological provider, and will, at all times, keep its contractual position as a service provider to the CLIENT. PROMETEO agrees and guarantees that it will not interfere in any form with the CLIENT’s commercial relations. The instructions and guidelines on the Use of Services from PROMETEO will not constitute any medical, clinical, legal, accounting, or consulting advice, or any other kind of professional assistance, with the exception of those mentioned in clause 3.2. The CLIENT will be responsible for the use of the Services provided by Prometeo, as well as for those services that are not provided by PROMETEO.
10. This Contract will not create any working, agency, partnership, or joint venture relation, whatever their form. Likewise, this CONTRACT will not be interpreted as a designation of PROMETEO as an agent representing the CLIENT or vice versa, none of the PARTS will represent itself as an agent or as someone in power or authority to perform or end business deals or incur in any obligation of any nature, explicit or implicit, on behalf of the other part.
ARTICLE 2. PRICES, COSTS AND TAXES
2.1 Prices. For the provision of the Services in conformity with this CONTRACT, the CLIENT will pay PROMETEO the prices established (or determined based on certain prices or fees) in the following hyperlink www.prometeoapi.com/fees , which include charges for the uses that exceed the authorizations. All payments will be billed monthly, in arrears. The CLIENT will not owe PROMETEO payments for any cost or expense related to the Services that are not explicitly endowed in the hyperlink.
1. The price will be paid by the CLIENT to PROMETEO, within the following 10 business days after the bill is issued. If any of the payments is not paid upon due date, the CLIENT will fall into arrears, no notification needed, the CLIENT will pay PROMETEO a 1% interest rate annually for the amounts due, which are to be calculated from the date the amounts were overdue and required.
2. The CLIENT will pay PROMETEO the Services object to this Contract in a bank account specified by PROMETEO, said bank account must be under the name of PROMETEO.
2.2 Price Adjustments. The agreed price list (according to the hyperlink description) will be applied between the PARTS to provide the agreed Services (as described in the WEBSITE), as long as said price list is kept in force.Taking into account that software systems and their security needs are in constant improvement - both in terms of quality and costs - PROMETEO, with a ninety (90) days notice to the CLIENT, can increase or reduce the prices of the Services offered.
2.3 Taxes. All the Charges for the Services established in this article without deductions such as withholding taxes, discounts, expenses, taxes or fees, or any other imposed deductions under any applicable law, except when it is required by law. Nevertheless, if PROMETEO or the CLIENT is asked to deduct or withhold any amount of said Charges for the Services, the amount of the bill will be increased as much as needed, so after making all deductions and withholdings required, PROMETEO receives an amount equal to the amount it would have received, if said deductions or withholdings had not been made.
ARTICLE 3. DURATION AND TERMINATION
3.1 This Contract comes into force from its date of execution and will be kept in force for an initial period of two (2) years, thereafter, for successive periods of one (1) year, unless it is terminated before time, in accordance with clauses 3.3 and 3.4.
3.2 If PROMETEO determines that there was a breach of this Contract, the CLIENT’s access to PrometeoAPI can be ceased or restricted as needed by PROMETEO. If there is a reasonable solution to the cause of cease or restriction, PROMETEO will notify the CLIENT on the steps to be taken into account to recover complete access to PrometeoAPI. If the CLIENT does not follow said steps, PROMETEO will terminate the Contract in accordance with clause 3.3.
3.3 Any of the PARTS can terminate this Contract without reason, notifying in writing to the other party in advance, with no less than thirty (30) days prior to the date the termination is intended to take effect. Likewise, this Contract can be terminated by any of the parts, with immediate effect through a written notification, if any of the following occurs:
1. If the other party ceases its business or ends its commercial activity; or
2. If the other party breaches the provisions of this Contract and does not correct said breach within the ten (10) calendar days since the written notification informing the breach was issued; or
3. In case (a) the other party declares itself insolvent, enters bankruptcy, is the object of a voluntary or involuntary bankruptcy process, or makes an assignment for the benefit of its creditors; or (b) a substantial part of the property of the other party is under any embargo, seizure, cession or sale by any creditor or government agency.
3.4 Notwithstanding the foregoing, the CLIENT can terminate the service with a thirty (30) days notice through a written notification, if any of these extremes occur:
1. A government or regulatory agency issues a written recommendation on the occasion of a legal change or Services; or
2. PROMETEO modifications to the environments of the Services systems would make the CLIENT breach the applicable laws; either
3. PROMETEO modifications have a material adverse effect on the use of the Services by the CLIENT, as long as the CLIENT is notified and PROMETEO has had ninety (90) days to reduce, with the CLIENT, such effects.
Any prepaid amount corresponding to the periods after the termination of the Contract will be reimbursed to the CLIENT by PROMETEO. If the CLIENT terminates the Contract under any other reason, the CLIENT will have to pay PROMETEO all the indebted amounts for Services completed prior to the termination notice.
ARTICLE 4. PROPERTY LAW
4.1 It is explicitly established hereby that PROMETEO is contracted by the CLIENT to provide the Services already described in Article 1 of this Contract, for which PROMETEO will use existing methods, tools, models, software, procedures, documentation, know-how and processes of its exclusive property, which are also used concomitantly to provide services to third parties. Consequently, those PROMETEO materials and Intellectual Property Rights related to said Services, will be kept under PROMETEO property, to the extent permitted by applicable law, including but not limited to, the Intellectual Property Rights related to PrometeoAPI.
4.2 The CLIENT hereby explicitly recognizes that PROMETEO can or will integrate certain services and licenses from third parties, neither granting nor giving any Intellectual Property Right or interests over them to the CLIENT.
ARTICLE 5. LIMITATION OF LIABILITY
5.1 Except to the extent otherwise expressly provided in this clause, any of the PARTS will be responsible before the other party (including any person or entity that claims or demands through the other party) for the other party’s loss of benefits, or for special, fortuitous, incidental, consequential or exemplary damages, that arise from or that are connected in any form with this Contract or its Object, regardless the behavior, or whether the non demanding party has been informed, or the possibility of damage could have been foreseen. The limitations of responsibility established in this clause or any other part of this Contract, will not be applied or taken into account to damages (i) that are the result of gross negligence, bad faith or intentional bad behavior from one of the parties or their employees, (ii) that arise from personal injuries, death or property damages caused by one of the parties or their employees, (iii) that arise from claims or demands for which any of the parts has agreed to indemnify the other party in virtue of this contract, or (iv) that arise from the breach from any of the parties of their obligations established under this Contract.
5.2 If said (i), (ii), (iii) or (iv) occur, and if it is the case, PROMETEO will indemnify the CLIENT the sum of all the amounts paid that, in case of recurrence, will be the charges for up to twelve (12) months for the services subject to the claim, or fifty thousand American dollars (USD 50,000), whichever amount is less, regardless the foundation of the claim.
5.3 The CLIENT, at first request from PROMETEO, will keep PROMETEO unscathed or will indemnify it for all the claims presented against PROMETEO before any third party in relation to this Contract, and the transactions established in it.
ARTICLE 6. REPRESENTATIONS AND WARRANTIES
6.1 Each and every one of the PARTS guarantees the other party that: (a) the execution and granting of this Contract by every one of the parties has been duly authorized, and the fulfillment of every part in this Contract will not result in the breaching of any resolution or of any agreement to what every party in this Contract is part and obliged, and (b) this Contract constitutes a valid and binding agreement.
6.2 The CLIENT declares and guarantees that she or he will use the Services provided by PROMETEO, hired through this channel in accordance to the Terms and Conditions indicated in this Contract, that will be published in PROMETEO’s WEBSITE.
6.3 PROMETEO declares and guarantees that the Services provided to the CLIENT related to in this Contract, will be provided in a timely and professional manner, using the commercially reasonable diligence and skills of our qualified and capable people, with the adequate experience, in accordance to this Contract and the applicable dispositions stated in the WEBSITE. This includes sensible finalization criteria in conformity with the standards generally accepted in PROMETEO’s industry and that of the financial services industry. PROMETEO guarantees as well that the Project Material will comply with both this Contract and the WEBSITE at delivery.
6.4 Without prejudice of the foregoing, and in view of what will be established in the WEBSITE, given the nature of the services - such as the bank information not been available after working hours - and especially when services are provided by third parties, PROMETEO does not guarantee an interrupted and error free execution of its services. Similarly, PROMETEO does not guarantee that defects will be corrected, or interruptions caused by third parties, or non authorized access to PrometeoAPI will be solved. These will be the only warranties from PROMETEO, and it will replace any other warranty, including those implicit to satisfactory quality conditions, marketability and non infraction and suitability only for a specific purpose.
6.5 If PROMETEO does not fulfill and guarantees the provision of the Service, and the CLIENT informs about it to PROMETEO within the following thirty (30) days from the date PROMETEO declares the Services have been completed, then PROMETEO will execute the Services again without additional cost. If PROMETEO cannot or does not want to execute the Services in the guaranteed way, then the CLIENT will have the right to receive the reimbursement of all the amounts paid to PROMETEO for the deficient Services.
ARTICLE 7. CONTENT, CONFIDENTIALITY AND DATA PROTECTION
7.1 When registering as a CLIENT of PrometeoAPI, the CLIENT will have to fill out a form and attach all the supporting documentation requested by PROMETEO, as it will be required by all the media that PROMETEO would consider appropriate (including email address, phone, website, among others), to comply with the Know Your Customer (KYC) policies and the Asset Laundering Prevention (ALP) policies. Once the KYC has been analyzed, including information search of independent third parties, and in case the CLIENT does not comply with the PROMETEO and ALP minimum acceptable standards, the CLIENT will be notified that he or she will be unsubscribed from PrometeoAPI, or, if it is appropriate or necessary, PROMETEO reserves the right to request the CLIENT for additional information or an extension of the requested documentation. It is hereby established that the provision of services is subjected to the successful compliance of the KYC and ALP policies fixed at PROMETEO’s discretion. The KYC, including the Auto-Certification CRS forms, request the following mandatory information:
1. Physical Person / Legal Person
2. Name / Designation
3. Full name of the legal representative
4. Country where the legal entity was created or incorporated
5. Tax Identification Number
6. Contact phone number
7. Age of the legal entity
8. Number of employees of the legal entity
7.2 The KYC will be updated periodically and in accordance with clause 3.2, any substantial change in the CLIENT’s KYC, or at PROMETEO’s discretion, will cause the Service termination for violating the ALP requirements.
7.3 In order to provide the Service, the CLIENT will give Prometeo information and content. The information will be that with which PROMETEO will contact the CLIENT, the content is that which is provided by the FINAL USER and that the CLIENT sends PROMETEO to be processed. Hereby, the CLIENT declares and guarantees that all the information given to PROMETEO, from the registration process to the term and duration of the Contract, will be true and accurate. The CLIENT must keep information updated and notify PROMETEO of any change within thirty (30) days since being aware of said changes. The CLIENT will be responsible for any breaching in the Service provision, or damages that arise from the lack of notification over said changes. The CLIENT’s inability to comply with this obligation will activate clause 3.2.
7.4 The CLIENT will be responsible for and will instruct PROMETEO on applicable treatment and regulations, as well as on methods of processing information and content provided by the CLIENT. PROMETEO will only process the data in accordance with the CLIENT’s instructions.
7.5 When required by an applicable law or regulation, the PARTS can enter into an additional contract over the protection of personal data or regulated personal data included in the information and content provided by the CLIENT, as indicated by the law or regulation.
7.6 The PARTS can reveal, exchange or share information and content which, given the customary practices of Service requirements, will be considered basic information. The information and content obtained by the Receiving Party from the Disclosing Party, will not be treated as confidential property of the Disclosing Party (“Confidential Information”), unless it is expressly identified as confidential, in black and white, the moment of its disclosure. There will not be information, either by nature or disclosure circumstances, which will be considered as reasonably known as Confidential Information by the Receiving Party.
7.7 Without prejudice of the foregoing, certain information considered and treated as confidential will be detailed at the WEBSITE.
7.8 All and everyone of the templates, schematics or diagrams, procedures or technical documentation provided by PROMETEO will be considered Confidential Information and information property of PROMETEO, no need of additional marks and designations whatsoever. The CLIENT can use said information only for internal commercial purposes.
7.9 The CLIENT commits to not disclose said information and content except to those employees who need to know and use them, committing in writing to keep the information and content under strict confidentiality.
7.10 PROMETEO, its affiliates and contractors, can store and process the commercial contact information of the CLIENT, employees and authorized users - such as name, commercial telephone and email address, address and user business ID - however they conduct business.
7.11 In accordance with Uruguayan law N° 18.331, the CLIENT agrees that all the information given during the registration process as a CLIENT in the WEBSITE, will be used and stored to create a database for the PROMETEO Services provision. Likewise, the information and content transfer will be authorized in accordance with Article 28 of the law N° 18.331.
7.12 All information and content mentioned in this Article will be treated in accordance with the Privacy and Data Protection Policy.
ARTICLE 8. COMPLIANCE WITH THE LAW
In the execution of the Services, in accordance with this agreement, each one of the PARTS agree:
1. Execute said Services in accordance with the agreements, priorities and other schematics and plans mutually developed and agreed by the PARTS regarding each and every one of the Services from time to time;
2. Perform other customary duties, provide other reports and execute other documents related to its duties pursuant to the duties under this Agreement, as the CLIENT reasonably requires from time to time;
3. Submit to regulation and examination by the applicable regulatory authorities to the same extent of regulation and examination to which the CLIENT would be subject if the Services to be executed in accordance with this Contract were executed by the CLIENT; and
4. Perform the Services in compliance with the applicable laws and normative requirements.
ARTICLE 9. FORCE MAJEURE
None of the PARTS will be considered responsible for non - compliance with the contractual obligations, when the performance of said obligations is late or becomes impossible as a result of situations that are out of the control of the PARTS, not finding fault or serious negligence from the defaulting party. Including, but not limited to, cases of force majeure or the public enemy, terrorism, acts of the state in its sovereign capacity, fires, floods, earthquakes, power shortages, computer failures, and any circumstance that is out of its reasonable control. As well as the interruption, loss or public services malfunction, transportation, the computer (hardware or software) or telephone service, accidents, working conflicts, acts of civil or military authority, government actions, inability to hire labor force, material, equipment or transportation.
ARTICLE 10 ASSIGNMENT
10.1 The PARTS agreed that PROMETEO will subcontract the total or the partiality of the Services that will be provided under this Contract, under the condition that any subcontractor will be subject to the provisions in this Contract. PROMETEO will be responsible for all the Services provided under this Contract through the designation of said subcontractor. PROMETEO will also be responsible for all the acts of said subcontractor as if they were its own, with the limitations established in clause 5.1. All the CLIENT’s payments for the Services provided will be made directly to PROMETEO and PROMETEO will be the only part responsible for all payments made to the subcontractors.
10.2 No provision in this Contract will be considered waived, amended or modified by any of the PARTS, unless said waiver, amendment or modification is done in written form and duly executed by the PARTS’ authorized representatives. The waiver of a breach under this Contract from any of the PARTS, will not constitute a waiver of subsequent breaches, either similar or different.
10.3 This Contract, in any of its rights, interests or obligations subject to it, cannot be assigned by any of its PARTS, either by application of the law or another form, unless said assignment is agreed upon in writing and executed by the authorized representatives of each party. Subject to the above, this Contract is binding, will redound to benefit, and will be executable by the PARTS, their respective successors and assigns.
ARTICLE 11. DIVISIBILITY
Each clause in this Contract is valid and effective in itself. Its eventual disability or inefficiency will not invalidate or make any of the clauses or the Contract inefficient, and said clause will be enforced to the extent permitted by law. Likewise, the PARTS will have to negotiate in good faith to substitute said invalid provision with an adequate and equitable solution to comply with the purpose of said invalid clause.
ARTICLE 12. NOTIFICATIONS
Any notification that needs to be sent to PROMETEO within the framework of this Contract, will be considered rendered once it is sent to the following email address ventas@prometeoapi.com, and when a notification needs to be sent to the CLIENT, it is to be sent to the email address written in the checkbox during the registration process.
ARTICLE 13. APPLICABLE LAW AND JURISDICTION
13.1 This Contract and each and all of the subsequent contracts will be governed and interpreted in accordance with the laws of the Oriental Republic of Uruguay.
13.2 The courts of the city of Montevideo will be competent before any dispute, controversy, divergence, conflict or claim that will arise from this Contract, unless PROMETEO, at its sole discretion, decides to take the case before the competent courts of the country the CLIENT is located in.