Policies

General Terms of Use
Date of publication - 7 June 2017

General Conditions of Facevalue B.V. consisting of:

Part I: General Conditions

Part II: Client Relationship

I. General Conditions

Table of contents:

  • 1. Definitions
  • 2. Scope
  • 3. Duty of care of facevalue and of the Client
  • 4. Activities and objectives
  • 5. Non-public information
  • 6. facevalue or a Third-party as the counterparty
  • 7. Risk of dispatches
  • 8. Client data
  • 9. Signature and biometric authentication
  • 10. Authorisation and power of representation
  • 11. Personal Data
  • 12. Video and audio recordings
  • 13. Continuity in the providing of services
  • 14. The death of a Client
  • 15. Name and address of the Client
  • 16. English language
  • 17. Use of means of communication
  • 18. Information and orders
  • 19. facevalue's records and record keeping
  • 20. Execution of orders and verification of information
  • 21. Approval of documents
  • 22. Obligation to retain records and confidentiality obligation
  • 23. Commission, interest and fees
  • 24. Conditional credit entries
  • 25. Lien
  • 26. Right of set-off
  • 27. Collateral
  • 28. Immediately due and payable
  • 29. Special costs
  • 30. Taxation and levies
  • 31. The form of notifications
  • 32. Incidents and disasters
  • 33. Partial nullity or voidability
  • 34. Applicable law
  • 35. Complaints and disputes
  • 36. Termination of the relationship
  • 37. Transfer of contracts
  • 38. Amendment of and additions to the General Conditions

1. Definitions

The General Conditions of Facevalue B.V. (hereinafter "facevalue") consists of two parts, the General Conditions and the Client Relationship Conditions. The definitions contained in the General Conditions apply mutatis mutandis to these conditions.

1.1. In this memorandum, unless the context clearly indicates a contrary intention, the words and phrases herein below defined shall have the meanings assigned to them (defined terms begin with capital letters), and cognate expressions shall bear corresponding meanings:

1.1.1. "Account" means an interoperable bank account issued by the Account Issuer represented by an International Bank Account Number (IBAN);

1.1.2. "Account Issuer" means a credit, electronic money, or payment institution regulated by a competent authority and principle member of SWIFT, which serves as the issuer of the Account in terms of a service level agreement with facevalue;

1.1.3. "Account Statement" means a Communication in which facevalue informs the Client of transactions, entries and/or other data concerning the Client that are recorded by facevalue;

1.1.4. "Client" means a natural or legal person that has a legal relationship with facevalue, has accepted the General Conditions;

1.1.5. "Client Relationship Conditions" means the terms and conditions contained in Part II of this document (as amended from time to time);

1.1.6. "Deposit Taking Institution" means a Bank with whom the Account Issuer holds Clients' deposits in safeguarded segregated accounts;

1.1.7. "facevalue" means Facevalue Besloten Vennootschap, a company incorporated under the laws of the Netherlands with registration number 63008432, and its direct and indirect subsidiaries, affiliates and branches and any (other) entities in which facevalue holds a controlling interest or exercises management control ("facevalue company" shall have a corresponding meaning);

1.1.8. "General Conditions of Facevalue B.V." means the entirety of the applicable conditions comprising Part I, the General Conditions and Part II, the Client Relationship Conditions of facevalue;

1.1.9. "Personal Data" means any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity;

1.1.10. "Profile" means a unique user profile of a natural or legal person that has enrolled with facevalue, of which facevalue has validated the identity and residence, that may, or may not be associated with an Account of a Client;

1.1.11. "Third Country" means any country other than the Netherlands;

1.1.12. "Third-party" means any natural or legal person, public authority, agency or any other body other than the Client, or facevalue.

1.2. Words importing the singular shall include the plural and vice versa, words importing the masculine gender shall include the other genders and vice versa and natural persons shall include juristic persons and vice versa.

1.3. The head notes to the paragraphs of this memorandum are inserted for purposes of reference only and shall not affect the interpretation of any provisions to which they relate.

1.4. In the event that any definition (whether in this clause 1 or elsewhere in this memorandum) contains substantive provisions, then such provisions shall be given effect to as if same were incorporated into the main body of this memorandum.

1.5. Where any term is defined within the context of any particular clause in this memorandum, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this memorandum, notwithstanding that that term has not been defined in this clause 1.

1.6. Words and phrases defined in this memorandum shall bear the same meanings in schedules or addenda to this memorandum (if any), which do not themselves, contain their own definitions.

2. Scope

Facevalue B.V. (hereinafter "facevalue") is not a bank. Financial services such as the facevalue Account and Card are provided under license by the Account Issuer.

2.1. The provisions of the General Conditions shall apply to all existing and future legal relationships between facevalue and the Client to the extent that it is not otherwise provided in agreements and/or in special conditions.

2.2. General Conditions that a foreign subsidiary/branch of facevalue applies to its legal relationships with the Client shall prevail above these General Conditions in the event of a conflict between the two.

2.3. If other general conditions apply or are declared applicable by or on behalf of the Client, these shall not apply in the legal relationship with facevalue, unless facevalue has agreed to this in writing.

3. Duty of care of facevalue and of the Client

3.1. facevalue shall exercise due care when providing services. In its provision of services, facevalue shall take the Client's interests into Account to the best of its ability. None of the provisions of these General Conditions or of the special conditions used by facevalue shall detract from this principle.

3.2. The Client shall exercise due care vis-à-vis facevalue and shall take facevalue's interests into account to the best of his ability. The Client shall enable facevalue to fulfil its statutory and contractual obligations and to render its services correctly. The Client shall not make improper or illegal use (or allow improper or illegal use to be made) of the services and/or products of facevalue, also including use that conflicts with laws and regulations, serves criminal activities or is damaging to facevalue or to its reputation or to the integrity of the financial system.

4. Activities and objectives

4.1. The Client provides information to facevalue, taking into account the applicable privacy laws, at its first request, about the its activities and objectives and the reason for the (intended) use of the services and/or products of facevalue.

4.2. Upon request, the Client will inform facevalue as to the origin of the funds and securities deposited with facevalue's Account Issuer, or that are to be deposited with facevalue's Deposit Taking Institution and of goods, or digital data, that have been given to facevalue to hold, or a Third-party service provider in (open) custody.

5. Non-public information

In providing its services, facevalue does not have to make use of non-public information, including price-sensitive information.

6. facevalue or a Third-party as the counterparty

6.1. In providing its services, facevalue may make use of a Third-party and may outsource activities partially, or entirely. facevalue may give goods, documents of title, securities or financial instruments that belong to the Client, whether or not held in the name of facevalue, to a Third-party in custody or have these administrated by a Third-party.

6.2. If the Client gives facevalue an order or an authorisation, facevalue may also do business with itself as a counterparty in order to execute the order or authorisation, and facevalue may also transfer this order or authorisation to a Third-party.

6.3. facevalue takes the necessary care into account in the selection of Third-parties. In the event that the Client has called in or appointed a Third-party, the consequences of this choice are for the account of the Client.

7. Risk of dispatches

7.1. If facevalue, by order of the Client, dispatches funds or financial instruments, including securities, to the Client or to a Third-party, such dispatch shall be at facevalue's risk.

7.2. If facevalue, by order of the Client, dispatches other goods or documents of title to the Client or to a Third-party, such dispatch shall be at the Client's risk.

8. Client data

8.1. The Client and the Client's representatives are obliged to cooperate with facevalue and to provide information in order to create a Profile. It is a prerequisite requirement to create a Profile in order to create an Account. Each director, authorised representative and ultimate beneficial owner that holds 25% or more of any entity that wish to create an Account has to create a Profile.

8.2. facevalue has to positively determine and verify the identity, citizen's identification number, date of birth, civil status, legal capacity and authorisation to act, prenuptial and/or postnuptial agreement, partnership agreement, legal form, place of residence or place of establishment, and insofar as applicable, the registration number with the chamber of commerce and/or other registers and their VAT number. The Client must inform facevalue as soon as possible of any changes in this information.

8.3. facevalue may store digital copies and make physical copies of documents (that may be kept outside the European Union), which provide evidence of this information, and facevalue may record and file this information.

8.4. If the Client is a legal person or form of cooperation, the Client and its representatives are also obliged, at facevalue's first request, to give facevalue insight into the ultimate beneficial ownership and control structure of the legal person or the form of cooperation.

9. Signature and biometric authentication

9.1. The Client and his representatives shall provide an example of their handwritten signatures at facevalue's first request at facevalue in a manner and/or in a form as determined by facevalue. The example provided by a person is deemed to be the representation of the Client's current handwritten signature, regardless of the capacity in which the Client acts vis-à-vis facevalue, until facevalue has been notified of a change.

9.2. The Client and his representatives shall provide an example of their voice and face including video and such other biometric measurements as facevalue may determine. The example provided by a person is deemed to be the representation of the Client's current biometric measurement, regardless of the capacity in which the Client acts vis-à-vis facevalue, until facevalue has been notified of a change.

10. Authorisation and power of representation

10.1. The Client may grant a Third-party a power of attorney to do business with facevalue on his behalf. The authorised representative is not authorised to transfer the power of attorney granted to him to a Third-party. The Client is liable vis-à-vis facevalue for the fulfilment of obligations, which have been entered into by the authorised representative. facevalue can demand that an authorisation is granted in a specific manner and/or in a specific form and/or according to a specific procedure. facevalue is not obliged to (continue) to do business with an authorised representative.

10.2. If the authorisation of a representative of the Client is revoked or a change occurs with regard to the authorisation, the Client is obliged, notwithstanding the registration in public registers or the publication thereof, to notify facevalue as soon as possible of this revocation or change. facevalue may (continue to) legally execute orders that have been given to facevalue by a representative before or shortly after facevalue has received notification of the revocation if facevalue could not reasonably prevent the execution.

10.3. The General Conditions and all other provisions, rules and limitations that apply between the Client and facevalue also apply to the representative in connection with the execution of his representation. The Client is responsible for the compliance with the above by his representative and shall ensure that the Client and the representative keep each other fully informed about everything that is important for them or could be important for them as Client and representative.

11. Personal

Data

11.1. facevalue may process Personal Data of the Client and the Client's representatives, as well as data regarding the products and services purchased, or subscribed to by the Client, taking into account the applicable laws and regulations and the codes of conduct that apply to facevalue and facevalue may exchange this data between facevalue companies in connection with customer relationship management, to prevent and combat criminal activities and for commercial purposes.

11.2. Personal Data can also be exchanged with Third-parties that facevalue makes use of in its business operations or in providing its financial services. This can entail, inter alia, in connection with payments, the passing on of Personal Data to Third Countries, for instance that are not located in the European Union, and that do not have the same level of protection as in the Netherlands.

11.3. Personal data can be the subject of an investigation by authorised national authorities of the countries where such data is located in connection with the processing of the data both during and after the processing.

11.4. facevalue's Global Data Protection Policy governs its conduct with regards to the protection of personal data, the policy memorandum is available to view or download at www.facevalue-global.com.

12. Video and audio recordings

12.1. facevalue may, within the boundaries of the applicable laws and regulations, make audio and video recordings for the purpose of sound business operations, providing evidence, combating criminal activities and monitoring quality.

12.2. If the Client requires facevalue to comply with an obligation to issue a copy or transcription of a recording, the Client must first provide the relevant specifications such as the relevant date, time and location.

13. Continuity in the providing of services

facevalue aims to ensure the adequate functioning of its facilities for the provision of its services (for example, equipment, programmes, systems, infrastructure, networks); however, facevalue does not guarantee that these facilities will always be running correctly without interruption. facevalue aims to avoid interruptions and/or malfunctioning, insofar as this lies within its sphere of influence, within reasonable bounds or to remedy the interruption and/or malfunctioning within a reasonable time.

14. The death of a Client

14.1. facevalue must be notified of the death of a Client in writing as soon as possible. As long as facevalue has not been notified of the death of a Client in this manner, facevalue may (continue) to execute the orders received from or on behalf of the Client. facevalue may (continue to) legally execute orders that have been given to facevalue before or shortly after facevalue has received notification of the death of a Client if facevalue could not reasonably prevent the execution.

14.2. After the death of the Client, facevalue can demand that the person(s) who claim(s) to be authorised to perform (legal) acts with regard to the Client's estate submit(s) an attestation of admissibility to the estate, issued by a Dutch notary (or foreign Notary including apostille), and/or documents that facevalue deems to be acceptable as proof thereof.

14.3. facevalue is not obliged to provide information again regarding actions and transactions that have been carried out before the time of the death of the Client.

15. Name and address of the Client

15.1. The Client shall inform facevalue to which address the documents and/or information that are intended for the Client can be sent. The Client shall notify facevalue as soon as possible in writing of a change of name and address. If the Client's address is not known or is no longer known at facevalue due to the Client's fault, facevalue can attempt to find out the address of the Client without being obliged to do so. The costs of such an investigation are for the Client's account. The Client, whose address is not known at facevalue, is deemed to have his postal address at the address where facevalue is located, unless agreed otherwise.

15.2. If a product or service of facevalue is purchased or subscribed to by two or several persons, facevalue shall send the documents and/or information to the address, which that person has provided to facevalue. If the persons do not agree or do no longer agree on this, facevalue may select itself to which address of these persons it will send the documents and/or information.

16. English language

16.1. The communication between facevalue and the Client takes place in English, unless agreed otherwise in writing.

16.2. facevalue can demand that the Client has documents, which are in a language other than English, (with the exception of Dutch) translated into English or into another language that facevalue agrees to at the Client's costs by a person who is qualified to translate these documents in the opinion of facevalue.

16.3. A translator who is a sworn translator in the language in question is qualified in any case.

17. Use of means of communication

The Client is obliged to ensure that in communicating with facevalue, via the Internet, e-mail, telephone, post or any other means of communication its communication is not compromised and the Client's communication with facevalue is not intercepted.

18. Information and orders

18.1. The Client shall ensure that facevalue shall receive all information, which facevalue requires or which the Client can reasonably understand that this information is necessary for the correct provision of services by facevalue. The Client shall ensure that instructions and notifications to facevalue or to a Third-party appointed by facevalue are clear and comprehensive and contain the correct information. The Client complies with the instructions and regulations issued by facevalue.

18.2. The Client makes use of facevalue's secure online user interface, or such data carriers or means of communication approved or specified by facevalue for its communication with facevalue or with a Third-party designated by facevalue.

18.3. facevalue may postpone the execution or refuse to execute orders if these have not been submitted correctly. In special circumstances, facevalue may refuse to execute orders given by or on behalf of the Client or facevalue may refuse to provide the requested service.

19. facevalue's records and record keeping

19.1. An abstract from facevalue's records serves as prima facie evidence vis-à-vis the Client, subject to rebuttal evidence produced by the Client.

19.2. facevalue is not required to keep its records for a period longer than the statutory record keeping period.

20. Execution of orders and verification of information

20.1. The Client must verify the confirmations, Account Statements, invoices, other specifications or other information that facevalue sends to the Client or makes available to the Client as soon as possible after receipt. If facevalue makes such communications available to the Client electronically, the Client must verify the information as soon as possible after this has been made available to the Client. The date of dispatch or the date of making the information available is the date of dispatch or the date of making the information available as is apparent from copies, distribution lists or otherwise from facevalue's records. The Client must verify as soon as possible whether facevalue has executed orders given by the Client or on behalf of the Client correctly and completely. If the Client does not receive a notification from facevalue, whereas the Client knows or should know that he could expect a notification from facevalue, the Client must inform facevalue of this as soon as possible in writing.

20.2. If the Client notices a mistake or an omission, it must inform facevalue as soon as possible and take all reasonable measures to prevent (further) damage. If facevalue detects that it has made a mistake or an error, facevalue shall remedy this as soon as possible and inform the Client about the detected mistake or error.

20.3. facevalue is authorised to remedy a mistake or error without the Client's consent and to reverse an incorrect entry. facevalue is authorised to reverse the crediting of an Account of the Client as a result of an order given by an unauthorised person or a person without legal capability to act.

20.4. If the Client requests a copy of information that has already been provided to him by facevalue, facevalue shall provide this to the Client within a reasonable period and facevalue shall receive a reimbursement for the reasonable costs incurred by facevalue, unless facevalue no longer has this information or the request is unreasonable.

21. Approval of documents

21.1. If the Client has not contested confirmations, Account Statements of Accounts, invoices, other specifications or other information sent or made available to the Client by facevalue in writing within thirteen months after such documents have been made available to the Client by or on behalf of facevalue, the contents of such documents shall, in any case and notwithstanding the Client's obligation pursuant to clause 19, be deemed to have been approved by the Client.

21.2. If such documents contain any arithmetical errors, facevalue shall remedy these errors.

22. Obligation to retain records and confidentiality obligation

22.1. The Client must store and treat with care the items made available to the Client such as forms, data carriers, means of communication, security measures, cards, personal and access codes and passwords. The Client must treat personal pin codes and access codes and such with due care and keep these confidential for other persons. The Client adheres to the security regulations issued by facevalue.

22.2. If the Client knows or can reasonably suspect that items that facevalue has made available to the Client have come into unauthorised hands or that abuse is being made or can be made or that an unauthorised person knows his pin code and/or access code, he must immediately notify facevalue.

23. Commission, interest and fees

23.1. facevalue charges commissions, interest and fees for its services. facevalue may change the amount thereof, unless agreed otherwise in writing. If the amounts of these commissions, interest and fees have not been agreed in advance between the Client and facevalue, facevalue shall charge its usual commissions, interest and fees as set out in its Payment Service Conditions memorandum, which can be viewed or downloaded at www.facevalue-global.com.

23.2. When providing its services, facevalue informs the Client to the extent reasonably possible about the amount of its charges. facevalue will ensure that the information about these charges are readily accessible.

23.3. facevalue may deduct the commissions, interest and fees owed by the Client from an Account that the Client holds with facevalue without notifying the Client in advance. If an unauthorised debit balance arises on the Account due to the deduction, the Client must immediately clear the debit balance without facevalue being required to give notice of default.

24. Conditional credit entries

24.1. Each credit entry of an amount received or to be received in favour of the Client is made subject to the proviso that facevalue actually receives this amount definitely and unconditionally. If this condition has not been satisfied, facevalue may reverse the credit entry, without prior notification, by debiting the same amount with retrospective effect.

24.2. If the amount received or to be received was converted into another currency when crediting the Account, facevalue may make the debit entry in the other currency at an exchange rate at the time of execution.

24.3. Costs in connection with the reversal are for the Client's account.

25. Lien

25.1. The Client undertakes to pledge the following goods including the related ancillary rights to facevalue as security for all that which the Client may owe or come to owe facevalue at any given moment:

25.1.1. all (cash) receivables that facevalue owes to the Client on any Account whatsoever;

25.1.2. all goods, documents of title, securities and other financial instruments that facevalue or a Third-party on behalf of facevalue, on any Account whatsoever, holds or obtains of or for the Client;

25.1.3. all securities in collective depositories that facevalue holds in custody or acquires;

25.1.4. all goods that (shall) take the place of the goods under 25.1.1 - 3 insofar as legally possible, the Client pledges the goods referred to in 25.1 to facevalue and grants facevalue an irrevocable authorisation, with the right of substitution, to pledge these goods to itself in the name of the Client, if necessary repetitively, and to do everything that serves the pledge.

25.2. The Client guarantees that he is authorised to make the pledge and that the goods in question are or will be free of rights and claims of other parties than facevalue.

25.3. facevalue shall release the pledged goods, if the Client wishes to have these goods in his possession, if the value of the then remaining pledged goods provides sufficient cover for all that the Client, on any Account whatsoever, owes or may come to owe to facevalue. facevalue may only seize and execute the pledged goods if the Client's debt to facevalue has become due and payable and the Client is in default. facevalue shall not seize and execute more of the pledged goods than necessary for the payment of the debt that the Client owes to facevalue. After facevalue has exercised its seize and execution right, it shall notify the Client of this in writing as soon as possible.

26. Right of set-off

26.1. facevalue shall at all times be entitled to set off all and any debts receivable by facevalue from the Client, whether or not due and payable and whether or not contingent, against any debts owed by facevalue to the Client, whether due and payable or not, regardless of the currency in which such debts are denominated.

26.2. If, however the Client's debt to facevalue or facevalue's debt to the Client is not yet due and payable and provided that the Client's debt, and facevalue's debt are expressed in the same currency facevalue, shall not exercise its right of set-off except in the event of an attachment being levied upon facevalue's debt to the Client, or recovery being sought from such debt in any other way, or in the event that a restricted right is created thereon or the Client assigns facevalue's debt to a Third-party by singular title, or the Client is declared bankrupt, or has entered into a moratorium of payments or another insolvency regulation or statutory debt repayment arrangement applies to the Client.

26.3. Debts expressed in a foreign currency shall be set off at the exchange rate on the day of set-off. If possible, facevalue shall inform the Client in advance that it intends to exercise its right of set-off.

27. Collateral

27.1. The Client has undertaken vis-à-vis facevalue to provide (additional) collateral for all existing and future amounts that the Client owes to facevalue, on any Account whatsoever, at the first request of facevalue and to facevalue's satisfaction. This collateral must be such, and if necessary must be replaced and/or supplement by the Client to facevalue's satisfaction, that facevalue, taking into account the Client's risk profile, the cover value of the security and any other factors relevant to facevalue, continually has sufficient collateral. At the Client's request, facevalue shall inform the Client of the reason of the demand for collateral, or the replacement or supplement thereof. The amount of the required collateral must reasonably be in proportion to the Client's obligations.

27.2. Pledge and mortgage rights of facevalue also serve, in the event that another financial institution, as its legal successor under general title, continues the relationship with the Client, partially or in full, in favour of the other financial institution as if this was facevalue itself.

27.3. facevalue can terminate its pledge or mortgage rights at any moment, partially or fully by giving notice of termination.

27.4. facevalue can establish a (new) security right in favour of facevalue does not serve to replace or release (existing) security rights.

27.5. If the General Conditions are used vis-à-vis the Client is amended, supplemented and/or replaces previous General Conditions, all by virtue of earlier general conditions existing collateral, security rights and set-off rights remain in full force and effect in addition to the rights and powers by virtue of the amended General Conditions.

28. Immediately due and payable

28.1. If the Client is in default with regard to the fulfilment of any obligation to facevalue, facevalue may make the amount due by the Client immediately due and payable by giving notice, unless this is not justified in view of the minor importance of the default.

28.2. Such a notice of termination must be made in writing and state the grounds for termination.

29. Special costs

29.1. If facevalue becomes involved in a seizure, dispute or proceedings between the Client and a Third-party, then the Client shall fully reimburse the costs incurred by facevalue resulting there from (for example the costs of legal assistance).

29.2. All other special costs incurred by facevalue following from the relationship with the Client are for the Client's account insofar as this is reasonable.

30. Taxation and levies

All taxation, levies and such, under whatever name and levied by whomever, that concern the relationship between the Client and facevalue are for the account of the Client, unless agreed in writing otherwise or a provision of imperative law specifies differently.

31. The form of notifications

Notifications to facevalue must be made in writing, or via facevalue's secure user interface, unless a different manner of communication has explicitly been agreed with facevalue.

32. Incidents and disasters

If, in the execution of an agreement between facevalue and the Client, an incident or disaster threatens to occur, occurs or has occurred, the Client must, at facevalue's request, do or refrain from doing everything what facevalue reasonably considers necessary in connection therewith.

33. Partial nullity or voidability

Should a provision in these General Conditions be invalid, void or annullable, then this does not imply that any other provision of these Conditions are (in full, or partially) invalid, void or annullable. If a provision in these General Conditions should be invalid, void or annullable, it will be replaced by a valid provision that is as close as possible to the import of the invalid, void or annullable provision.

34. Applicable law

The relations between the Client and facevalue shall be governed by the laws of the Netherlands, unless imperative law prescribes otherwise.

35. Complaints and disputes

35.1. If the Client is not satisfied with the services provided by facevalue, the Client must engage facevalue taking into account facevalue's procedure for the aspect that the Client addresses.

35.2. Disputes between the Client and facevalue shall only be brought before the competent Court in the Netherlands, except in the case of imperative law and:

35.2.1. the Client can also submit a dispute to the authorised dispute and complaint committees as provided by in Law;

35.2.2. facevalue can also submit a dispute to a foreign court that is competent and has jurisdiction over the Client.

36. Termination of the relationship

36.1. Both the Client and facevalue may terminate the relationship between one another in writing completely or partially. If the relationship is terminated by facevalue, facevalue shall, upon request, inform the Client of the reason for such termination.

36.2. After notice of termination of the relationship has been given, the existing individual agreements between the Client and facevalue shall be settled as soon as possible taking into account the applicable time periods.

36.3. During the settlement, these General Conditions and the specific conditions that apply to the individual agreements remain applicable and in full force and effect.

37. Transfer of contracts

The Client has, in the event of a full, or partial transfer of the business operations of facevalue, agreed to cooperate in advance that the its legal relationship with facevalue in connection with the full, or partial transfer shall completely, or partial be transferred to a Third-party.

38. Amendment of and additions to the General Conditions

Amendments of and additions to these General Conditions shall not take effect until the Client has accepted the updated General Conditions by physical, or electronic signature by its authorised representative.


II. Client Relationship Conditions

Table of contents:

  • 1. Definitions
  • 2. Applicable conditions
  • 3. Orders, obligations and performance
  • 4. Debt position, Account and currency exchange
  • 5. Account authorisation
  • 6. Communication channels
  • 7. Client identification, authentication and credentials
  • 8. Withdrawal and replacement of Client Authentication Credentials
  • 9. Use of Forms
  • 10. Client's Electronic Domain
  • 11. Saving communications, processing time and proof of communication
  • 12. Further communication rules
  • 13. Communication and security obligations of the Client
  • 14. Communication and security obligations of facevalue
  • 15. Risk allocation
  • 16. Indirect or consequential loss or damage
  • 17. Registration and information
  • 18. Rights powers and obligations
  • 19. Tools
  • 20. Joint Client
  • 21. Alteration of Client relationship conditions
  • 22. Further information about the protection of personal data

1. Definitions

1.1. In this memorandum, unless the context clearly indicates a contrary intention, the words and phrases herein below defined shall have the meanings assigned to them (defined terms begin with capital letters), and cognate expressions shall bear corresponding meanings:

1.1.1. "Account Holder" means the individual or entity that subscribes to the Account;

1.1.2. "Banking Service" means service, product, advice or facility (in the widest sense of the word) provided by facevalue for the benefit of one or more of its Clients, in conjunction with the Account Issuer;

1.1.3. "Client's Electronic Domain" means a secure electronic environment made available by facevalue to an individual Client for the exchange of Communications between that Client and facevalue;

1.1.4. "Client Authentication Credentials" means the method by which a natural or legal person can identify himself/herself/itself as a Client, or representative of a Client, during an exchange of Communications (examples include passwords, PIN codes, signatures, legal proof of identity, biometric authentication or other data and/or characteristics, procedures);

1.1.5. "Client Relationship Conditions" means the terms and conditions contained in this document (as amended from time to time);

1.1.6. "Communication" means notice, statement or other exchange of information;

1.1.7. "Communication Channel" means channel or method by which Communication can take place (e.g. telephone, the Internet, post or verbal contact);

1.1.8. "Card" means a Visa or MasterCard endorsed debit or credit card linked to an Account;

1.1.9. "Form" means a standardised paper or electronic document (including, but not limited to data fields, buttons and icons) made available by facevalue for use in sending a Communication to facevalue;

1.1.10. "General Conditions of Facevalue B.V." means the entirety of the applicable conditions comprising the General Conditions and the Client Relationship Conditions of facevalue.

1.2. Words importing the singular shall include the plural and vice versa, words importing the masculine gender shall include the other genders and vice versa and natural persons shall include juristic persons and vice versa.

1.3. The head notes to the paragraphs of this memorandum are inserted for purposes of reference only and shall not affect the interpretation of any provisions to which they relate.

1.4. In the event that any definition (whether in this clause 1 or elsewhere in this memorandum) contains substantive provisions, then such provisions shall be given effect to as if same were incorporated into the main body of this memorandum.

1.5. Where any term is defined within the context of any particular clause in this memorandum, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this memorandum, notwithstanding that term has not been defined in this clause 1.

1.6. Words and phrases defined in this memorandum shall bear the same meanings in schedules or addenda to this memorandum (if any), which do not themselves, contain their own definitions.

2. Applicable conditions

2.1. The Client Relationship Conditions apply to all existing and future legal relationships between facevalue and the Client, in so far as not provided otherwise in agreements and/or in specific conditions. If the relationship between facevalue and the Client is terminated, the General Conditions of facevalue will continue to apply to the winding-up of the relationship.

2.2. Banking Services are also governed by specific conditions applied by facevalue for the relevant Banking Service. These specific conditions are made available to the Client in connection with the relevant Banking Service. facevalue, and/or its Account Issuer may refuse to provide Banking Services to the Client and may also attach further conditions to the provision thereof.

2.3. Unless agreed otherwise, facevalue may terminate Banking Services or alter the specific conditions applicable to them. If an agreement concerning a Banking Service is terminated, the applicable specific conditions will continue to apply to the winding-up of the relationship. In so far as provisions may conflict, the provisions of the applicable specific conditions will take precedence, followed successively by those of the Client Relationship Conditions and those of the General Conditions.

2.4. facevalue determines through which of its divisions or sales channels it provides Banking Services, and is entitled to set further rules or impose further limitations in this regard and to alter them from time to time.

3. Orders, obligations and performance

3.1. Unless agreed otherwise, facevalue will perform its due and payable obligations resulting from an order received from the Client within a reasonable period after the Client has requested execution of the order. The Client may only validly retract a notification requesting facevalue to execute an order with the cooperation of facevalue. If the Client requests that facevalue not execute an order, facevalue will endeavour to prevent execution in so far as can reasonably be expected of it. If facevalue does not succeed, the execution which nonetheless takes place will be for the account and risk of the Client. Instructions to debit or credit an Account may in any event be carried out by facevalue by debiting or crediting, as the case may be, the Account with the number stated by the Client, irrespective of whether this number corresponds to any other data that may have been supplied by the Client (such as the name of the Account holder).

3.2. Neither facevalue, nor the Account Issuer is obliged, in any case, to execute orders or perform other obligations if:

3.2.1. facevalue has reasonable grounds for doubting whether, as a result of such execution or performance, it will be released from a due and payable obligation to which it is subject (if, for example, it doubts the existence or size of a debt or the identity or capacity of the person requesting payment); and/or

3.2.2. the Client must use a particular Client Authentication Credentials for the purpose of such execution or performance and such Client Authentication Credentials does not function (or does not function properly) or facevalue has reasonable grounds for assuming that unauthorised use of this Client Authentication Credentials is being or may be made.

4. Debt position, Account and currency exchange

4.1. facevalue may administer receivables owed by and debts owed to the Client on an Account in the Client's name. Crediting of the Account means that the Client acquires a claim against facevalue and/or the Account Issuer for this amount or that a debt owed by the Client to facevalue is reduced by this amount. Debiting means that facevalue and/or the Account Issuer acquires a claim against the Client for this amount or that a debt owed by facevalue and/or the Account Issuer to the Client is reduced by this amount. facevalue may rectify incorrect entries.

4.2. The Client is not entitled to have a debit balance on his Account, unless he has expressly agreed otherwise with facevalue in advance. The Client must always ensure that there are sufficient funds in the Account to prevent an unauthorised debit balance occurring as a result of a debiting transaction (e.g. due to the execution of an order). If such a debit balance nonetheless occurs, the Client must clear this balance immediately and without notice of default. If the execution of an order will result, or has resulted, in an unauthorised debit balance, facevalue is entitled to refuse to execute the order or reverse its execution.

4.3. Claims of the Client against facevalue may not be assigned or pledged to a person other than facevalue, except with the prior written consent of facevalue.

4.4. If facevalue has more than one claim against the Client, it may itself determine the order in which amounts to be credited are applied to the settlement of these claims, unless the Client makes a payment to facevalue and specifies which claim he is paying.

4.5. Currency exchange will be based on the exchange rates set by facevalue as these apply at the time of the currency exchange. facevalue may convert amounts to be maintained in a bank Account that is not denominated in the currency of that Account into the currency of that Account through currency exchange.

4.6. A list of currencies supported by facevalue that can be held as separate values in an Account with a different base currency can be found on www.facevalue-global.com.

5. Account authorisation

5.1. If the Client has issued an otherwise unspecified authorisation in respect of a bank Account, facevalue is entitled to assume that the authorised representative is in any event fully competent to carry out the following in respect of that Account:

5.1.1. make use of the amount available for payment in the Account, irrespective of whether it derives from a credit balance or a credit facility;

5.1.2. take cognisance of all Account Statements that facevalue provides in respect of the Account, in so far as this is done through a Communication Channel accessible to the authorised representative;

5.1.3. give orders for the purchase or sale of securities subject to the conditions and limits applicable to the Client himself.

6. Communication channels

6.1. The Client may make use of all Communication Channels made available to him by facevalue. A representative of the Client may make use of the same Communication Channels as the Client, except in so far as the Client agrees otherwise with facevalue.

6.2. facevalue may, at the request of the Client or otherwise, block the use of specific Communication Channels by the Client or the representative or impose restrictions on their use.

7. Client identification, authentication and credentials

7.1. When communicating with facevalue in his capacity as Client (or representative of the Client), the Client (or his representative) must, at facevalue's request, identify himself to the satisfaction of facevalue and enable facevalue to verify his identity. For this purpose the Client must make use of the Client Authentication Credentials to be designated by facevalue, such as legal proof of identity and Client Authentication Credentials supplied by facevalue. A Client Authentication Credentials supplied by facevalue can consist of, among other things, a specific manner of Client identification facilitated by facevalue or an identifier that facevalue has enabled the Client to generate, including but not limited to a username and password and biometric verification methods.

7.2. Unless agreed otherwise, Client Authentication Credentials supplied by facevalue, including (permanent or temporary) passwords or codes, are strictly personal and may be used only by the person agreed between the Client and facevalue to be the user (i.e. the Client himself or his representative). The agreed user must never disclose passwords and codes and must comply with all rules set by facevalue concerning the Client Authentication Credentials. Unauthorised use of a Client Authentication Credentials supplied by facevalue is in any case deemed to include any use of the Client Authentication Credentials, including (permanent or temporary) passwords and/or codes, by a person other than the agreed user himself, irrespective of whether the use occurs with the Client's consent. Making or using (or allowing the making or use of) a copy of a Client Authentication Credentials or of secret data forming part thereof is also not permitted and constitutes unauthorised use.

7.3. If a Client's Authentication Credentials supplied by facevalue to the Client (or his representative) is used for the purpose of a Communication, that Communication will be attributed to the Client.

7.4. Client Authentication Credentials, including biometric verification such as voice and facial recognition, or a Card with PIN may, if facevalue facilitates this, also be used to place an electronic signature or otherwise express consent. An electronic signature has the same legal consequences as a handwritten signature. facevalue may refuse to accept forms of electronic signature that have not been agreed between the Client and facevalue.

8. Withdrawal and replacement of Client Authentication Credentials

8.1. facevalue may withdraw and replace Client Authentication Credentials it has supplied, even if its period of validity has not yet expired.

8.2. facevalue may also block or withdraw a Client's Authentication Credentials it has supplied (or arrange for it to be blocked or withdrawn) if:

8.2.1. improper use is made of the Client Authentication Credentials;

8.2.2. facevalue has reasonable grounds for assuming that unauthorised use of the Client Authentication Credentials is being or may be made;

8.2.3. a debt owed by facevalue to the Client or assets held by facevalue for the Client are seized or attached; an application for or adjudication in bankruptcy, a suspension of payments, a statutory debt restructuring or another insolvency arrangement concerning the Client is made or granted; the Client is made the subject of a guardianship order or the Client dies or some other circumstance occurs as a result of which the Client wholly or partially loses the right to manage or control his assets;

8.2.4. the relationship between the Client and facevalue is terminated;

8.2.5. another reasonable ground exists.

As soon as facevalue no longer has a ground for blocking or withdrawing the Client's Authentication Credentials, facevalue will release, restore or replace it at the request of the Client.

9. Use of Forms

9.1. The Client may not make or allow unauthorised use of personalised Forms that facevalue supplies to him (or his representative).

9.2. Unauthorised use of a Form supplied by facevalue is deemed to include any use of the Form by a person other than the agreed user himself, irrespective of whether this use occurs with the consent of the Client.

10. Client's Electronic Domain

If use of the Client's Electronic Domain is agreed between the Client and facevalue, they may each use the Client's Electronic Domain for Communications with each other. The following rules will then apply to the use of the Client's Electronic Domain:

10.1. The right to use the Client's Electronic Domain is strictly personal. The Client (or his representative), as agreed user of the Client's Electronic Domain, may only use it himself, subject to the rules prescribed by facevalue for this purpose and without the intermediary of a Third-party not permitted by facevalue. Any other use of the Client's Electronic Domain constitutes unauthorised use, irrespective of whether this other use occurs with the consent of the Client.

10.2. The Client will arrange for the equipment and accessories needed for the use of the Client's Electronic Domain himself. In order to sign in (log in) to the Client's Electronic Domain, the Client must identify himself using its Client Authentication Credentials designated by facevalue. After using the Client's Electronic Domain, the Client will sign out (log out) of the Client's Electronic Domain. Use between the opening and closing of the Client's Electronic Domain will count as use by the Client and will be fully attributed to the Client. As long as the Client's Electronic Domain is open, the Client will not leave the equipment used for this purpose unattended in order to prevent unauthorised use by other persons.

10.3. The Client agrees that facevalue may supply him with Statements and/or other Communications by making them accessible in the Client's Electronic Domain. As soon as facevalue has made a Statement or other Communication accessible to the Client in the Client's Electronic Domain, this Statement or Communication will be deemed to have been received by the Client. The Client expressly agrees that facevalue may also use the Client's Electronic Domain to notify the Client of the text of existing or future versions of the General Conditions, the Client Relationship Conditions or other conditions, whether general or specific.

10.4. The Client may use the Client's Electronic Domain only for Communications to facevalue if this has been agreed upon with facevalue for the purpose of the Communication or if he uses a Form made available to him by facevalue within the Client's Electronic Domain for the purpose of the relevant Communication.

10.5. A Communication through the Client's Electronic Domain has the same legal consequences as a written Communication. In the case of Communications to facevalue, the Client may invoke this provision only if he observes the rules for Communication through the Client's Electronic Domain.

11. Saving communications, processing time and proof of communication

11.1. The Client is responsible for saving and/or printing out Communications between him and facevalue. If the Client concludes an agreement electronically with facevalue, the Client will save and/or print out this agreement, together with the accompanying conditions, for future use and facevalue need not therefore keep the agreement accessible in electronic form for the Client.

11.2. The Client accepts that facevalue needs a reasonable period to respond to Communications from the Client and to include up-to-date information in an Account Statement or other Communication to the Client.

11.3. A copy of a Communication stored by facevalue will serve as conclusive evidence of that Communication vis-à-vis the Client, subject to proof to the contrary.

12. Further communication rules

12.1. facevalue is entitled to introduce further usage, security, procedural and other rules and/or restrictions relating to Communication and Communication Channels, Client Authentication Credentials, Forms or data carriers (and their use) and to alter them from time to time. These rules/restrictions may entail that the Client must use or not use, as the case may be, a particular Communication Channel for a particular Communication and/or must use Client Authentication Credentials, a signature (including an electronic signature), Form, data carrier or other tool designated by facevalue and/or specify certain data in this connection and comply with procedures or rules. facevalue may also make a distinction in this connection according to the topic, Client category or other factors it deems relevant.

12.2. The Client (and his representative) will comply with all rules and restrictions of facevalue concerning Communication and Communication Channels, Client Authentication Credentials, Forms or data carriers (and their use). The Client accepts that he will bear the consequences of non-compliance, including the risk that a Communication is not dealt with by facevalue or is dealt with only after some delay.

13. Communication and security obligations of the Client

The Client (and his representative) has the following security obligations to facevalue:

13.1. The Client will take whatever measures can reasonably be expected of him to prevent an order or other Communication being transmitted in his name to facevalue improperly and/or against his will, due to any cause whatever, and to prevent loss or damage occurring as a consequence of such a Communication. The Client will become familiar and strictly comply with all rules and further usage, security, procedural and other rules set by facevalue with regard to Communication and Communication Channels, Client Authentication Credentials, Forms or data carriers (and their use).

13.2. The Client will deal carefully and securely with Communications and Communication Channels (including the Client's Electronic Domain), and, in the case of Communication through the Client's Electronic Domain and other electronic Communication, only use suitable, secure equipment and software, together with the most up-to-date security measures, antivirus software and firewalls to prevent viruses, spyware, phishing and other abuse.

13.3. The Client will treat tools such as Client Authentication Credentials and personalised Forms securely and with due care and prevent their unauthorised use, will not disclose (permanent or temporary) Client Authentication Credentials passwords and codes or allow them to be used by unauthorised persons and will not copy Client Authentication Credentials or associated secret data (or allow them to be copied).

13.4. As soon as the Client knows or should suspect that a Communication in his name is being or may be transmitted to facevalue improperly and/or against his will, he will immediately report this to facevalue. Such a report must in any event be made as soon as a Client knows or should suspect that unauthorised use is or is possibly being made or may be made of a personalised Form or its Client Authentication Credentials, or that a Client Authentication Credentials password or code is or may be known to, or may be used by, an unauthorised person, or that a copy has or has possibly been made of a Client Authentication Credentials or associated secret data, or that any other security incident has occurred. The Client will comply with the further rules of facevalue in this connection and any directions of facevalue aimed at mitigating loss or damage. The Client will also cooperate in clarifying the circumstances and, at the request of facevalue, report the incident to the authorities.

14. Communication and security obligations of facevalue

facevalue has the following security obligations to the Client:

14.1. facevalue will take whatever measures can reasonably be expected of it to prevent it relying on an order or other Communication in the name of the Client which is transmitted to it improperly and/or against the Client's will.

14.2. facevalue will ensure in the case of Communication through the Client's Electronic Domain that the Client's Electronic Domain fulfils the security standards that can reasonably be expected of it, considering, among other things, its intended use.

14.3. facevalue will ensure that Client Authentication Credentials it supplies fulfil the security standards that can reasonably be expected of it, considering, their intended use.

14.4. As soon as facevalue receives a report as referred to in clause 13.4, facevalue will take appropriate measures to prevent (further) unauthorised use in so far as this is reasonably possible.

14.5. In fulfilling these security obligations facevalue is entitled to assume that the Client will properly fulfil his security obligations as referred to in clause 13.

15. Risk allocation

The risk of loss or damage which occurs because facevalue relies on an order or other Communication in the name of the Client which is transmitted to facevalue improperly or against the Client's will, will be allocated, subject to mandatory law, in accordance with the following rules:

15.1. In the event that facevalue has failed to perform a security or other obligation to the Client, the loss or damage will be for the account and at the risk of facevalue in so far as the resulting loss or damage can be attributed to facevalue.

15.2. In the event that the Client has failed to perform a security or other obligation to facevalue, the loss or damage will be for the account and at the risk of the Client in so far as the resulting loss or damage can be attributed to the Client.

15.3. Provided that facevalue has performed its security and other obligations, the loss or damage will also be for the account and at the risk of the Client if:

15.3.1. in the Communication use (or unauthorised use) has been made of a Client Authentication Credentials supplied by facevalue to the Client (or his representative), a personalised paper Form and/or the Client's

15.3.2. facevalue reasonably could rely on the fact that the Communication is proper and has been transmitted in keeping with the Client's wishes.

16. Indirect or consequential loss or damage

Indirect or consequential loss or damage suffered by the Client will at all times be for his own account and at his own risk and may not be attributed to facevalue. However, facevalue may not invoke this clause in the event of intent or gross negligence on its part.

17. Registration and information

17.1. facevalue participates in registration systems, such as systems for the registration of loans, payment arrears or fraud.

17.2. The Client may not invoke against facevalue any general information emanating from facevalue that does not specifically relate to the Client.

17.3. facevalue may discontinue the provision of such information at any time.

18. Rights powers and obligations

18.1. Agreed rights, powers or obligations do not detract from (statutory or agreed) rights, powers or obligations which can exist alongside them.

18.2. Rights or powers may not be interpreted as obligations. If facevalue does not exercise its rights or powers (temporarily or otherwise), they will remain fully in force and capable of being exercised.

18.3. If facevalue allows the Client (temporarily or otherwise) to refrain from performing his obligations or to infringe a right or power of facevalue, the Client cannot derive any right or power from this against facevalue.

19. Tools

Tools supplied to the Client (such as Forms or Client Authentication Credentials) remain the property of facevalue. The Client will return them to facevalue at its first request.

20. Joint Client

If two or more Clients together obtain a Banking Service from facevalue (e.g. an Account) and they agree with facevalue that this clause is applicable, the following will apply to that Banking Service:

20.1. Definitions:
In this article each of the Clients is referred to as a 'Joint Client' and the agreement relating to Banking Service as the 'Agreement'.

20.2. Rights of a Joint Client:

20.2.1. Whenever facevalue is under an obligation to the Joint Clients to deliver a performance with regard to a Banking Service, each of them has an independent right to such performance in its entirety.

20.2.2. facevalue need perform this obligation only once, and by performing it in relation to one Joint Client is thereby released from its obligation to the others.

20.2.3. As soon as the Agreement ends for one of the Joint Clients, that Joint Client loses his right to claim any credit balance of the Account and only the Joint Clients who continue the Agreement retain their right to such balance.

20.2.4. However, if the Agreement ends simultaneously for all Joint Clients, each retains his right to payment of any credit balance.

20.3. Juristic acts and (other) Communications of Joint Clients:

20.3.1. Each Joint Client may perform all juristic acts (e.g., giving an order to facevalue or an authorisation to a Third-party) and exchange all (other) Communications with facevalue in relation to Banking Service, independently and irrespective of the cooperation or objection of the other Joint Client(s).

20.3.2. The legal consequences of such juristic acts and Communications are binding not only on the Joint Client concerned but also on the other Joint Clients, even if a debit balance occurs as a result.

20.3.3. However, facevalue is always entitled to require the consent of the other Joint Clients, before acting upon such juristic acts or Communications.

20.3.4. A Communication exchanged between facevalue and one of the Joint Clients will be deemed to have been exchanged between facevalue and each of the Joint Clients. The Joint Clients will keep each other informed in so far as is necessary.

20.4. Joint and several liability:

20.4.1. Whenever facevalue is entitled to require the Joint Clients to perform an obligation in relation to a Banking Service (e.g., due to a debit balance), each of them is jointly and severally liable for performance of the entire obligation.

20.4.2. However, the Joint Clients need perform this obligation only once, and performance by one of them therefore releases the other(s) from liability.

20.4.3. If the Agreement ends for a Joint Client, his joint and several liability will continue only with respect to obligations that were already in existence when the Agreement ended for him or that result from a legal relationship already in existence at that time.

20.4.4. The Joint Clients waive all defences to which a debtor who is jointly and severally liable is entitled.

20.5. Settlement among Joint Clients:

20.5.1. The Joint Clients will, in so far as is necessary, settle among themselves the consequences of the Agreement and its performance for their mutual relationship.

20.6. End/continuation of the Agreement:

20.6.1. Each Joint Client may, notwithstanding the provisions of clause 18.3 above, terminate the Agreement only in so far as it relates to himself. In the event of such termination, the Agreement will continue to exist between the other Joint Client(s) and facevalue, unless facevalue refuses such continuation. facevalue may also attach conditions or limitations to any such continuation.

21. Alteration of Client relationship conditions

21.1. facevalue may alter and/or add to the Client Relationship Conditions at any time and declare the new version applicable to the Client. facevalue confirms that any new version will not take effect in relation to the Client for a period of at least two months.

21.2. The Client will be bound by the new version at the end of this period, unless the Client has terminated the relationship with facevalue no later than on that date.

22. Further information about the protection of personal data

22.1. facevalue's Global Data Protection Policy governs its conduct with regards to the protection of personal data, the policy memorandum is available to view or download at www.facevalue-global.com.

22.2. facevalue process the personal data of existing and potential Clients carefully and in accordance with legislation and regulations as well as codes of conduct binding on facevalue for the protection of personal data and privacy.

22.3. The processing is carried out for the purposes of operational efficiency and effectiveness and focuses particularly on the following activities:

22.3.1. assessing and accepting existing and potential Clients, entering into and performing agreements with existing and potential Clients and processing payments;

22.3.2. analysing personal data for statistical and research purposes;

22.3.3. carrying out general and targeted marketing activities in order to establish, maintain and/or expand relationships with existing and potential Clients;

22.3.4. safeguarding the security and integrity of the financial services sector, including detecting, identifying, combating and preventing attempted or actual criminal and other undesirable acts against facevalue and its Clients, employees, as well as using and participating in warning systems;

22.3.5. complying with statutory requirements;

22.3.6. managing the relationship with the Client.