Terms of use

 

1. Introduction

(a) These standard terms and conditions of use (the “Terms of Use”), which may be amended from time to time, govern the use of the Platform (as defined below) which is accessible through www.factris.com. The website and Platform are the property of Factris Holding B.V., registered with the Dutch CoC under KvK no. 6866646 (“Factris”) and its licensors.

(b) When you agree to the Terms of Use and obtain access to the Platform you warrant to Factris Holding B.V. that

(i) you are 18 years or older; and

(ii) that you have the express or implied right and authority to accept the Terms of Use in the name and on behalf of the Seller (as defined below) and to bind the Seller to the Terms of Use.

 

2. Definitions

(a) For the purposes of the Terms of Use:

“Agreement” means the Factris Receivables Purchase Agreement, the schedules thereto, the Standard Terms and Conditions together with including all exhibits and schedules hereto and thereto and to which a Seller is or has been a party to.

“Designated Employee” means an employee of the Seller who is authorised by the Seller to access and use the Platform on its behalf.

“Intellectual Property” means patents, trademarks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software and topography rights; know-how, trade secrets, inventions, secret formulae and processes, list of Sellers and customers and other proprietary knowledge and information; internet domain names; rights protecting goodwill and reputation; database rights, moral rights and all rights and forms of protection having equivalent effect, anywhere in the world.

“Platform” means the online systems provided by Factris Holding B.V., Amsterdam, CoC 6866646 (“Factris”) and made available to Seller to Post Invoices and to facilitate the purchase of Receivables hereunder.

“Seller” means each person who has entered into and is or has been a party to a respective Agreement.

(b) Unless otherwise defined in these Terms of Use or the context otherwise requires, words and expressions used in these Terms of Use have the meanings and constructions ascribed to them in the respective Agreement.

 

3. User ID and Password

(a) Access to the Platform is protected by user IDs and passwords.

(b) The Seller’s IDs are specific to the Seller’s Designated Employees.

(c) The Seller agrees that it will not allow any Person (other than the Designated Employees) to use the Seller’s IDs to access and use the Platform.

(d) The Seller is responsible for maintaining the strict confidentiality of the Seller’s IDs and passwords issued to the Seller under the Agreement for any charges, damages, or losses incurred or suffered as a result of the Seller’s failure to do so.

(e) Factris is not liable for any harm caused by or related to the theft of the Seller’s IDs, the Seller’s disclosure of the Seller’s IDs, or the Seller’s authorisation to allow any Person other than its Designated Employees to access and use the Platform using the Seller’s IDs, except where Factris fails to terminate access to the specified passwords or IDs when directed to do so by the Seller.

(f) If the Seller becomes aware of any unauthorised use of the Seller’s IDs or other need to deactivate an ID due to security concerns the Seller shall notify Factris or the Servicer immediately and Factris shall immediately deactivate such IDs.

(g) The Seller will maintain a written list of the employees designated by the Seller with the permission to access and use the Platform on behalf of the Seller within the Platform.

(h) The Seller will ensure that Designated Employees comply with these Terms of Use when accessing or using the Platform.

 

4. Scope of Rights

(a) The Seller and its Designated Employees are permitted to access and use the information available through the Platform only under the terms and conditions of the Agreement, including these Terms of Use, and for Seller’s own internal business.

(b) The Seller and its Designated Employees are strictly prohibited from defeating the Platform’s security measures or attempting to do so.

 

5. Security

(a) The Seller will be solely responsible for the security, confidentiality and integrity of all information and messages that the Seller receives, transmits through, or stores on the Platform to the extent that such information and messages are in the control of the Seller.

(b) Factris will be responsible for granting Designated Employees access to and use of the Platform.

(c) The Seller will be solely responsible for any authorised or unauthorised access to or use of the Seller’s account by any Person, except to the extent that it arises through the negligence or breach of Factris.

 

6. Privacy

(a) Although Funder agrees to utilise the information of the Seller only as permitted in this Agreement, the Seller acknowledges that the Seller has no expectation of privacy with respect to the internet generally.

(b) The Seller acknowledges that its IP address is transmitted and recorded with each message the Seller sends to the Platform.

 

7. Responsibility for use of ID and Passwords

(a) The Seller acknowledges and agrees that the Seller will be liable for all of the actions of individuals or entities accessing and using the Platform utilising the Seller IDs and passwords, regardless of whether the Seller has authorised such individuals or entities to access and use the Platform.

(b) This section will survive the termination or expiration of the Agreement.

 

8. Prohibited Use

The Seller will not and will ensure Designated Employees do not use the Platform to:

(a) interfere, disrupt or attempt to gain unauthorised access to other accounts on the Platform or any other computer network;

(b) use any device, software, or routine, including but not limited to viruses, trojan horses, worms, time bombs, and cancelbots, which damage or hinder, or are intended to damage or hinder, the proper working of the web site, or to unlawfully intercept or expropriate any software, data or other information from the web site;

(c) take any action that imposes an unreasonable or disproportionate load on Funder’s infrastructure.

 

9. Access

(a) The Seller agrees that the Platform may be inaccessible or inoperable from time to time for many reasons, including:

(i) equipment malfunctions;
(ii) periodic maintenance procedures or repairs which may be undertaken from time to time;
(iii) causes beyond the control of Funder or which are not reasonably foreseeable by Funder; or
(iv) at other times at Funder’s sole discretion.

(b) Factris reserves the right, in its sole discretion and without notice, at any time and for any reason, to:

(i) remove or disable access to all or any portion of the Platform; or
(ii) suspend the Seller’s access to or use of all or any portion of the Platform.

 

10. Ownership

(a) All of the website design, text, graphics, and the selection and arrangement included in the Platform are protected by copyrights.

(b) The website is protected by copyright and other Intellectual Property laws.

(c) The Seller acknowledges that the website and any associated Intellectual Property rights are owned by Factris or its licensors.

(d) All rights not expressly granted in these Terms of Use are reserved to Factris and its licensors.

(e) The Seller agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the website, or any access to or use of the website except as authorised by these Terms of Use.

(f) Any use of the content not expressly permitted by these Terms of Use is a breach of the Terms of Use and may violate copyright, trademark, and other laws.

(g) Links to sites that are owned and maintained by third parties, or by any government or government agency or authority, may be embedded in the website.

(h) Factris is not responsible for those sites and cannot control the privacy policies or the content of those sites.

(i) Any unauthorised or unapproved use of the Platform and associated website will constitute an infringement of Intellectual Property rights and may subject any Persons responsible to all civil and criminal penalties provided for under domestic and international copyright, trademark, and other laws and treaties.

(j) All authorised use by the Seller is further subject to its agreement not to obliterate, change, or remove the proprietary notices that are contained in the content if any.

 

11. No Extraterritoriality

Access to the Platform and its content may not be legal by certain Persons in certain countries.

 

12. Governing Law & Jurisdiction

These Terms of Use will be governed by and construed in accordance with the laws of the Netherlands, and the Seller submits to the non-exclusive jurisdiction of the courts of Amsterdam for the resolution of any disputes.

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