The Terms and Conditions have been replaced by new terms on the 1st of January 2021. Please refer to upflow.io/legal for the current conditions.
2020 Terms & Conditions for the Upflow Services
UPFLOW SAS is a “payment service provider” registered with the French “Autorité de Contrôle Prudentiel et de Résolution” (“ACPR”) as an agent for the company Treezor.
Treezor is an ACPR-approved Electronic Money Institution, as defined by Article L. 315-1 of the French Monetary and Financial Code.
The Client must read and accept these Terms & Conditions of Use before using the Services.
When used with initial capital letters, the following terms will be considered as having the meanings attributed to them hereafter:
- Account Administrator: Account created by the Administrator after the registration has been approved, allowing for access to the Services.
- Administrator: The individual designated as the contact person authorized by the Client to manage the use of Services.
- Beneficiary Account: The Client’s bank account(s).
- Client: Upflow’s Client.
- Client Interface: Web interface made available to the Client by Upflow to enable them to access the Services and to manage their use.
- Debtor: The Client’s customers, to whom the Client sends their invoices that are covered by the Services.
- Debtors’ data: Personal data concerning the Client’s Debtors
- KYC Documents: Documents required by Treezor to fulfill their banking obligations, which must be supplied by the Client to Upflow at the time of registration, when using the Payment Services.
- Parties: Upflow and the Client, herein together referred to as “Parties”.Payment Account SEPA bank account(s) provided to the Client by Upflow for the purpose of the Payment Transactions. Monies on the Payment Account are the property of the Client, as per the license of “Payment Service Provider” of Upflow.
- Payment Account: SEPA bank account(s) provided to the Client by Upflow for the purpose of the Payment Transactions. Monies on the Payment Account are the property of the Client, as per the license of “Payment Service Provider” of Upflow.
- Payment Services: Services involving the use of one or multiple Payment Account, that the Client may decide to use as part of the Services.
- Payment Transaction: When using the Payment Services, financial transactions performed on the Payment Account (debit and credit operations). These transactions are performed by Treezor, under the technical instructions of Upflow.
- Services: Services supplied by Upflow as described in article 9.
- Subscription: The subscription taken out by the Client to access the Services, as described in article 21.
- Threshold: The value of the Payment Transactions (incoming payments) used when calculating the Subscription price.
- Treezor Company supplying the Payment Account and performing the Payment Transactions for this account. Treezor is a simplified joint-stock company registered in the trade & company register of Nanterre under the number 807 465 059 having its registered office at 41 rue de Prony, 75017 Paris, FRANCE, operating as an e-Money Institution approved by the French Autorité de Contrôle Prudentiel et de Résolution (“ACPR”) under the number 16798.
- Treezor Framework Contract: When using the Payment Services, the Treezor Framework contract concluded between the Client and Treezor, governing the performance of the Payment Transactions, accessible via the web page www.upflow.io/legal
- Upflow The company UPFLOW SAS, a simplified joint-stock company registered in the trade & company register of Paris Créteil, France under the number 838 718 328, having its registered office at 5 avenue du Général de Gaulle, 94160 Saint Mandé, FRANCE, represented by Alexandre Louisy, in his capacity as Président (Chairman), operating as a payment service provider agent providing payment services registered with the ACPR, under the number 838718328 (this licensed may be viewed at www.regafi.fr) and supplying the Services.
- User Accounts Accounts created by the Administrator and made available to any person authorized by them to access the Client Interface.
- Users Natural persons authorized by the Administrator to access the Client Interface subject to the rights allocated to them by the Administrator.
- Website Upflow’s website, accessible at the address www.upflow.io
The purpose of these Terms and Conditions is to define the conditions under which the Services offered by Upflow will be supplied to the Clients and specifying the rights and obligations of both Upflow and the Client.
These may be accessed and printed at any time by means of a link available on Upflow’s website.
3. Operator of the Website and the Services, contact
The Website and the Services are operated by the company UPFLOW SAS, a simplified joint-stock company registered in the trade & company register of Creteil, France under the number 838 718 328 having its registered office at 5 avenue du Général de Gaulle, 94160 Saint Mandé, FRANCE (referred to in these conditions as “Upflow”).
Upflow may be contacted using the following contact details, including for any complaints:
- Postal address: 5 avenue du Général de Gaulle, 94160 Saint Mandé, France
- Telephone: + 33 1 76 42 03 24
- E-mail address: [email protected]
4. Access to the Website and the Services
The Website and the Services may be accessed:
By any natural person possessing the full legal authority to enter into commitments under the terms of these Terms and Conditions. Any natural person not possessing full legal capacity may only access the Website and the Services with the consent of their legal representative.
By any legal entity acting via a natural person possessing the legal capacity to enter into contractual commitments in the name of and on behalf of the legal entity they represent.
The Website and the Services are intended exclusively for professionals, with these terms referring to any natural or legal entity carrying out a non-occasional paid activity in any industrial and commercial business sectors.
5. Acceptance of the Terms and Conditions
These Terms and Conditions of use must be accepted by an Administrator, therefore authorized to represent and enter into commitments on behalf of the Client, in accordance with the conditions mentioned in article 7.
The acceptance of these Terms and Conditions is formally confirmed by a tick box on the registration application form. This acceptance shall only be full and unreserved. Any acceptance subject to reservations or conditions will be considered as null and void. Any Client who does not agree to be bound by the Terms and Conditions must notify Upflow and stop accessing the Website or using the Services.
6. Linked acceptance of the Treezor Framework Contract
If the Client wishes to use the Payment Services and benefit from the services related to the Payment Account, the following conditions regarding the application of the conditions of the Treezor Framework Contract will apply.
6.1. The Client is expressly informed and accepts that all payments made via the Website are managed by the company Treezor, a company approved as an e-Money Institution, the contact details for which are mentioned in article 1.
The Client enters into a direct contractual relationship with Treezor regarding the performance of these payments, accepting the Treezor Framework Contract by a tick box when registering on the Website.
In the event of any contradiction between the Treezor Framework Contract and these Terms and Conditions, the latter will take precedence.
6.2. Regarding the Payment Services, the Client shall issue payment instructions performed by Treezor, only via Upflow, through the automatic processes built into the Client Interface, or the configuration of the Client Interface. Consequently, the Client expressly agrees that Upflow may transmit the said instructions to Treezor in their name and on their behalf.
6.3. As for the implementation of the Payment Services, the Client is informed and accepts that Treezor’s refusal to accept the Client’s registration as a user for its own services, or the termination of the contract between a Client in Treezor regardless of the grounds for this, will automatically result in the termination of the provision of Payment Service between Upflow and the Client and accordingly in the closure of the latter’s Payment Account.
Likewise, the termination of this contract between Upflow and a Client will automatically result in the termination of the contract between this Client and Treezor.
7. Registration via the Website and the Client Interface
To use the Services, the Client must register on the Upflow Website, in accordance with the conditions stated below.
7.1. Initially, the Client must submit an online registration request via a form, supplying the required information concerning their company and the Administrator contact details.
Any incomplete registration request will be declined.
Only a person authorized to enter into commitments on behalf of the Client may submit a registration request on the Client’s behalf.
Consequently, the person submitting the registration request certifies that she or he is authorized to represent the Client, to enter into commitments on their behalf, and to make decisions in their name and on their behalf.
7.2. Once the registration request has been logged, the person with responsibility for the registration must:
(i) supply documents confirming that they are authorized to represent Client as an Administrator. The Administrator is the individual designated as a contact person, who has responsibility for managing the use of the Services by the Users.
(ii) upload all the documents needed in order to approve this registration.
(iii) If the Client is using the Payment Services: upload the documents required for the “Know Your Customer” process (the “KYC Documents”). Upflow will then forward the KYC Documents to Treezor for approval. These KYC Documents are required in order to verify the Client’s identity and in order for the Payment account, once created by Treezor, to belong to the Client.
The Client expressly acknowledges and accepts that if the documents required for registration are not approved by Upflow and Treezor, they may not access the Payment Services.
7.3. If the registration documents are approved, Upflow informs the Client of this by any appropriate written means, including by e-mail.
The Client must then supply additional information about their company, including information about the Beneficiary Account if they have opened a Payment Account, the Debtors, and the pending invoices.
Via their Administrator, the Client must also accept the pricing conditions proposed by Upflow, of which they will be informed in writing prior to the registration, or via the acceptance of a pricing schedule on the website. Only the Administrator is authorized to accept the pricing conditions on the Client’s behalf.
7.4. Upflow may demand any additional document it considers necessary in order to approve the registration. Upflow reserves the right to launch any verification procedures, tests, or other checks it considers appropriate in order to approve the registration.
Upflow reserves the right to refuse any registration request from a Client without needing to justify its decision. The Client will be informed of this refusal by any appropriate written method, including e-mail. The Client shall not seek any compensation on these grounds.
If their registration request is approved, this will result in the opening of an Administrator Account by Upflow. This Administrator Account provides access to the Client Interface.
This Client Interface enables the Administrators and Users to manage the use of Services in the form and using the technical resources which Upflow considers most appropriate for the provision of the said Services.
7.5. The Client guarantees that all information they submit in the registration form, in addition to the KYC Documents, where applicable, is accurate, up-to-date and correct.
The Client agrees to update this information in the Client Interface in the event of any modifications, to ensure that the said information always meets the above-mentioned criteria.
The Client is informed and accepts that the information entered for the creation or updating of the Administrator Account constitutes proof of their identity. The information entered by the Client is considered binding upon them from the moment it is approved.
8. Strictly personal use, User Accounts, and Administrator Accounts
Once the registration has been approved and the Administrator Account created, the Administrator has the option to create several User Accounts and/or Administrator Accounts via the Client Interface, providing access to the Services. The Administrator Accounts created have the same functions and authorizations as those available to the Administrator designated by the Client.
The Client bears responsibility and liability for the access to the Services issued by the Administrator, and for the Users who are authorized to use these Services.
Only a single User Account or Administrator Account may be created per User and/or per Administrator. Upflow reserves the right to delete any additional account created by the same User and/or Administrator.
The User and the Administrator may access their Accounts via the Client Interface at any time, after logging in using their username and password.
The User and the Administrator agree to personally use the Services and not to allow any third party to use them in their place or on their behalf, failing which they will assume full liability for this.
Similarly, Users are responsible for keeping their username and password strictly secret, and expressly acknowledge that any use of the Services from their Account will be considered as having been performed by them. The latter must immediately contact Upflow using the contact details mentioned in article 3 of these conditions if they discover that their Account has been used without their knowledge. They authorize Upflow to take all appropriate measures in such circumstances.
The Client is responsible and liable for the use of the Services by the Administrators and the Users. Any use of the Services with the username and password of an Account Administrator and/or User is considered to have been performed by the Client.
9. Description of the Services
The Client has access to the following Services, with the form, features, and technical resources for these services being those considered most appropriate by Upflow.
9.1. Invoicing tracking and payment services (automatic reconciliation)
9.1.1. Purpose of the Services
The Client has the possibility to use the following Services:
- Invoice tracking; including analytics and personalized reminders to the Debtor sent from Client Interface
- When the Client uses the Payment Services: offer new payment methods to Debtors and benefit from automatic reconciliation services relating to payments received, such as the automatic reconciliation of Debtors’ invoicing data, this being understood as the reconciliation between a given invoice and its payment. To this end, Upflow reconciles data concerning payments made by the Debtors towards the Payment Account with information gathered from the invoices issued by the Client.
These Services, therefore, enable the Client to simplify the tracking of their invoices and recovering unpaid amounts.
9.1.2. Implementation of the Services
126.96.36.199. Sending invoices to the Debtors and reconciliation of payments
To enable Upflow to extract the necessary information from the invoices to allow for their manual or automatic reconciliation, the Client must either:
- CC a copy of the e-mail in which the invoices are sent, to the mailing address provided to him by Upflow,
- Or directly upload the invoices using their Client Interface,
- Or use the interfacing API service (Application Protocol Interface) at the Client’s disposal.
- Or interconnect Upflow with the Client billing system through any integration that Upflow may support (the list of available integration being made available on the Website).
When using the Payment Services, Upflow will perform the automatic or manual reconciliation of these invoices with the payment data based on the available information extracted from the invoices, if any.
188.8.131.52. Tracking invoicing and payments using the Client Interface
The Client may access all invoicing and payment data via their Client Interface, available via the Website. This Client Interface enables Clients to have access to a detailed analysis of payments and information concerning each Debtor.
Among other services, the Clients may access the following Services:
- A statement of all invoices to be paid / pending / settled;
- A detailed timeline of the invoices, reminders, and actions to be taken;
- Full history of the payment transactions performed on the Payment Account;
- A statement of each Debtor’s payments;
- The provision of dunning plans for each invoice using editable templates, in accordance with the conditions of article 184.108.40.206;
- Proposed actions to be undertaken to bring payments up to date and a list of tasks to be completed;
- The filing and storage of invoices and related documents.
At any time, the Client has the possibility to export information and data from the Client Interface in various formats (including CSV and PDF). The Client may also ask Upflow to supply them with all data and information of their account in a single batch and in a readable form.
The Client has the possibility to store invoices on the Client Interface which are not linked only to the Payment Account. The Client manually reconciles the information related to these invoices. The Client manages these invoices via the Client Interface under the same conditions as the invoices linked to the Payment Account.
220.127.116.11. Dunning plan
Via the Client Interface, Upflow enables the Client to specify one or several dunning plans (a workflows of reminders scheduled in time) which the Client can then apply to each of their Debtors. Among other things, the Client can specify which Users are assigned to these reminders and customize the frequency and content of the reminders using the different templates. The Client bears sole liability for the content and terms of these schedules and reminders.
Upflow also provides notifications to the Client to remind him of the due dates on which each User needs to perform those actions to their Debtors or choose to implement actions automatically, for which the Client assumes sole liability.
18.104.22.168. Creation and management of the Payment Account
In its capacity as payment service provider under the terms of articles L.523-1 of the French Financial and Monetary code, authorized by Treezor to manage the latter’s payment services vis-a-vis the Client, Upflow can, on behalf of the Client, provision and manage a Payment Account.
If the Client has opted to open a Payment Account, the Client expressly agrees that Treezor will perform Payment Transactions in their name and on their behalf via this Payment Account. On this particular point, they are subject to the Treezor Framework Contract, which they accepted at the time they registered, in accordance with the provisions stated in articles 5 and 6, with which the Client agrees to comply.
Upflow provides the Client with the relevant bank details (“IBAN” and “BIC”) for their Payment Account. The Client must supply this IBAN number to the Debtors for the payments they wish to track as part of the Services, in order to guarantee that the Services operate correctly. The Payment Account enables the Client to centralise the various payments made by the Debtors.
All sums paid by the Client’s various Debtors into the Payment Account are then transferred automatically to the Beneficiary Account in a single bank transfer. This bank transfer is made within a 24-hour period as standard or any other period stated in the Client Interface.
A single Client may open several Payment Accounts and connect several Beneficiary Accounts to the Services.
The Administrator is the only person authorized to modify the information for the Client’s Beneficiary Accounts, strictly following the procedure specified by Upflow, details of which are available on the Website.
9.2. Other Services
Upflow reserves the option to propose any other Service it considers appropriate, in the form and involving the features and technical resources it considers most appropriate to provide the said Services.
Upflow will make every commercial effort to inform the Client of any updates or changes regarding the Services, ahead of the suggested changes. If the Client does not agree with the proposed changes, they have the option to terminate the Services in accordance with the conditions of article 21.2.
10. Financial terms & conditions
10.1. Service Prices
10.1.1. Implementation of the Services
The provision of the Services may require the performance of installation services and the specific configuration of the Client’s IT systems, which in some cases may result in the invoicing of installation costs to the Client. These costs, if any, are assessed beforehand by Upflow and must be approved in writing by the Client by any appropriate means. When applicable, they will appear on the first monthly invoice issued by Upflow to the Client.
10.1.2. Subscribing to the Services
In exchange for the Services, the Client agrees to pay Upflow a given price in the form of a Subscription in accordance with these jointly agreed terms, confirmed by any written means, including by e-mail, or described on the Website. Recurring costs such as monthly or yearly subscription will generally be invoiced prepaid, i.e.in advance for the following month or billing period.
Upflow reserves the right to propose promotional offers or price reductions at its sole discretion and in accordance with terms or conditions.
Additional costs may be invoiced to the Client according to their Subscription (quotas exceeded for each Subscription with these quotas described on the Website or agreed pricing schedules and all other related Services not included in the Subscription). The Client will be informed in advance of the structure of those costs and will be invoiced on a recurring basis based on the incurrence of such costs, in accordance with the pricing schedules. These costs will be billed post-paid, generally on the next invoice, for the month following their incurrence.
10.2. Price revisions
The above-mentioned prices may be revised by Upflow at any time at its sole discretion.
The Client will be informed of these modifications by Upflow to the Administrator by any appropriate written mean, with a notification period of at least two months before the new prices take effect.
Once they have taken effect, the new prices will apply when the Subscription renews.
If the Client does not accept the new pricing, the Client may terminate their Subscription in accordance with the terms of article 21. Failing the required termination notification, the Client will be deemed to have accepted the new prices.
10.3. Invoicing and payment
Monthly invoices are issued for the Services, which are due upon receipt and made available to the Customer via email or via the Client Interface.
Unless otherwise agreed with Upflow, the amounts due for the Services shall be paid to Upflow by the Client by SEPA Direct Debit (SDD) or charged on a credit card, and pursuant to any additional conditions that will be specified on each invoice.
The prepaid amounts billed will be debited at the beginning of the month for the Subscription for the following month, plus any potential additional post-paid costs incurred from the previous month, plus any additional unpaid amounts owed by the Client to Upflow.
The Client agrees that Upflow reserves the right to debit such amounts by any other means, including withholding it directly from the Client’s Payment Account when the Client uses the Payment services.
If the Payment Account has no funds on the billing date, the amount will then be debited when sufficient funds are credited to the Client’s Payment Account during the month following the first attempted debit. Failing this, the price of Services will be paid to Upflow by the Client by any other means.
Unless using a direct debit method on another account, the Client expressly agrees that the price of the Services may be charged automatically from their Payment Account by Upflow in accordance with the above-mentioned terms.
In the event that debits based on the above-mentioned conditions fail, and if another payment method is used, Upflow reserves the right to apply late payment interest to the payment due from the Client. This interest will be calculated as per the law and indicated on each invoice on a case by case basis depending on the jurisdiction of each Client.
11. Agreement of proof
The Client expressly acknowledges and accepts:
(i) That the data gathered via Upflow’s Website and IT equipment accurately reflects the reality of the operations occurring with regard to this agreement.
(ii) That this data constitutes the main form of proof accepted between the parties, including for the calculation of the sums owed to Upflow.
The Client may access this data via their Client Interface.
12. Client’s obligations
Without prejudice to the other obligations stated in this agreement, the Client agrees to comply with the following obligations.
12.1. In their use of the Services, the Client agrees to comply with the applicable laws and regulations and not to infringe the rights of third parties or public policy.
In particular, they agree to comply with the applicable regulations and measures against money laundering. To this end, they agree to cooperate with Upflow and, where applicable, with Treezor regarding the provision of the KYC Documents mentioned in article 7.
If the Client is using the Payment Services, the Client accepts that Treezor may suspend payment or ask Upflow to suspend the Administrator Accounts and User Accounts for a Client in order to perform the necessary verifications concerning a payment, a Debtor or a Client. The Client acknowledges that Upflow is not liable for such a possible suspension.
The Client also agrees to comply with the applicable fiscal and social legislation. Accordingly, they will avoid any hidden labor through the dissimulation of paid employment and agree to meet their various obligations regarding the declaration of employees to the social protection bodies, to maintain a personal register and to establish and issue payslips.
They also agree to fulfill the obligations to which he is subject in application of the Treezor Framework Contract.
12.2. The Client acknowledges that they have familiarised themselves with the Website and with the various characteristics and constraints, particularly those of a technical nature, regarding the Services. They bear sole liability for their use of the Services.
12.3. The Client bears sole liability for dealing with their Debtors.
Among other things, they bear sole liability for the issuing of their invoices and agree that these will comply with their applicable laws regarding the issuance of invoices, in particular regarding the format and languages contained therein.
In order for the Services to work properly, the Client must:
- Upload regularly their invoices, by any way provided by Upflow (such as ccing the e-mail address supplied by Upflow when sending the invoices to the Debtor or directly upload these invoices using the Client Interface)
- When using the Payment Services, state the IBAN number supplied by Upflow on the invoices they wish to reconcile as part of the Payment Services,
12.4. The Client agrees that their use of the Services will be strictly personal. They consequently agree that they will not transfer, grant or assign of any of their rights or obligations under the terms of this agreement to a third party, in any way or form.
12.5. The Client agrees to provide Upflow with all information necessary to the satisfactory performance of the Services. More generally, the Client agrees to actively cooperate with Upflow to ensure the satisfactory performance of this agreement and to supply it with any additional documents and information which Upflow may request during the performance of the Services.
12.6. If the Client issues an invoice with information not matching the Payment Account, the Client acknowledges that the automatic reconciliation Services will not apply to this invoice. The Client acknowledges that the Services may not replace the other means at their disposal to manage invoices not using the information from the Payment Account.
12.7. The Client acknowledges that the Payment Account is intended to be used as part of the Services, in accordance with the operating conditions provided for in this agreement and in the Treezor Framework Contract.
12.8. The Client is informed and accepts that the implementation of the Services requires them to be connected to the Internet and that the quality of the Services is directly dependent on this connectivity, for which they bear sole responsibility.
12.9. The Client guarantees that all information they provide at the time of registration and during the use of the Services, including the KYC Documents, is exact, up-to-date and truthful and accurate. They agree to update this information if necessary.
If the Client is using the Payment Services, they bear sole liability for the information and bank details they supply to Upflow regarding their Beneficiary Account.
13. Client’s guarantee
The Client shall hold Upflow harmless against all complaints, claims, legal action and/or proceedings of any kind which Upflow may face due to a violation by the Client of any of their obligations or guarantees under the terms of these Terms and Conditions.
The Client agrees to compensate Upflow for any loss it may suffer and to pay it all costs, charges and/or awards incurred by it as a result.
14. Prohibited behavior
14.1. The use of the Services for the following purposes is strictly prohibited:
- The performance of illegal or fraudulent activities or those infringing the rights or security of third parties,
- Violations of public policy or of the applicable laws and regulations,
- Intrusions into the IT system of a third-party or any activity likely to harm, control, interfere with or intercept any part of a third party’s IT system, or to adversely affect its integrity and security,
- The sending of unsolicited e-mails (spam) and/or prospection or commercial solicitation messages,
- SEO activities intended to improve the ranking of a third-party website,
- Assistance with or incitement to commit one or several of the above-mentioned acts and activities, regardless of the form this assistance or incitement takes,
- More generally any activities misusing the Services for any purpose other than those for which they were designed.
14.2. It is strictly prohibited for the Client to copy and/or misuse the concept, the technologies, all or part of the data, or any other aspect of the Website for their own use or those of a third party.
14.3. The following are also strictly prohibited: (I) any behavior likely to interrupt, suspend, slow down or impede the continuity of the Services, (ii) any intrusions or attempted intrusions in Upflow’s systems, (iii) any misuse of the Website’s system resources, (iv) any acts likely to disproportionately overload the latter’s infrastructure, (v) all attempts to circumvent security and authentication measures, (vi) any acts likely to adversely affect the rights and financial, business or non-pecuniary interests of Upflow or of the users of its Website, and finally, more generally (vii) any non-compliance with these Terms and Conditions.
14.4. It is prohibited to seek to obtain payment for, to sell or to assign all or part of the access to the Services or to the Website, and the information posted and/or shared via the said Services and Website.
15. Penalties for non-compliance
In the event of non-compliance with any provisions of these Terms and Conditions or more generally any infringement of the applicable laws and regulations by a Client, Upflow reserves the right to take all appropriate measures without prejudice to the provisions of article 22, including:
- Suspending access to the Services for any Client who is the cause of such failings or infringements or who participated in these,
- Taking all appropriate measures and initiating any legal action,
- Where applicable, informing the relevant authorities, cooperating with them and supplying them with all useful information to assist in the identification and prevention of illegal or illicit activities,
16. Upflow’s liability and guarantee
16.1. Upflow agrees to supply the Services diligently and in compliance with trade practices, with it being hereby specified that it is subject to an obligation of due diligence, with the exclusion of any absolute obligation, which the Client expressly acknowledges and accepts.
16.2. Upflow agrees to comply with the obligations with respect to their payment service provider role for Treezor in such a manner as to maintain this status.
16.3. Upflow agrees to only use the documents, items, data, and information supplied to it by the Clients for the performance of the Services and not to communicate these to any third party unless the Client expressly requests this.
16.4. Upflow agrees to make every effort to guarantee the security of the Client Interface. It guarantees its confidential nature and agrees that it will not supply the content to any third party, pursuant to the provisions of article 17.
Upflow agrees to inform the Client of any foreseeable difficulties, including regarding the implementation of the Services or the satisfactory operation of the Client Interface.
However, Upflow may not be considered liable in the event of any malicious intrusion into the Services, unless it has been proven that Upflow is guilty of demonstrated gross negligence in this respect.
In addition, Upflow may not be considered liable for any lack of vigilance on the part of the Clients in maintaining the confidential nature of their usernames and passwords.
16.5. Upflow certifies that it holds the required insurance policies covering its professional civil liability. It agrees to ensure that this insurance policy remains applicable for the lifetime of the Services.
16.6. Upflow agrees to regularly perform checks to verify the availability of the Client Interface and perform the relevant updates to the Services to maintain such availability. Accordingly, Upflow reserves the right to temporarily interrupt access to the Client Interface for maintenance reasons. Upflow will make the best commercial efforts to anticipate such maintenance windows with prior notification to the Users. Similarly, Upflow may not be considered liable if it is temporarily difficult or impossible to access the Client Interface, due to circumstances outside of its control, in particular in case of force majeure events or due to disruption of telecommunications networks.
16.7. Upflow represents that it will comply with the laws and regulations applicable to the Services.
16.8. Upflow does not guarantee to the Client (i) that the Services are completely free of errors or defects, as they are subject to ongoing efforts to improve them, particularly regarding performance and regular updates, (ii) that the Services will specifically meet their own needs and expectations, as the Services are designed to be standardized and in no way designed solely for a single given Client according to their specific constraints and requirements.
16.9. In any circumstances, Upflow will not be required to pay the client damages for losses of any form, whether direct, material, commercial, financial or non-pecuniary due to a Client’s use of the Services, for any amount exceeding the amounts invoiced by Upflow in remuneration for the Services for which it was considered liable, at the time the alleged loss occurred. It may only be considered liable if the said Client has issued a complaint by registered letter with acknowledgment of receipt within a period of one month following the occurrence of the said event.
With respect to the Payment Services, when the Client has opened a Payment Account, Upflow shall reimburse the Client for the value of the payments made to the Client by its Debtors and not credited to the Payment Account, provided that the Client and the relevant Debtors providing written evidence that the absence of these funds is exclusively the responsibility of Upflow. In any case, the reimbursement of this amount may not exceed the Price of the Services paid by the Client over the last 12 (twelve) months of their subscription.
16.10. Upflow uses third-party service providers, and in particular Treezor, for the implementation of the Services. In the event of unavailability of the Service due to these service providers, Upflow will make its best commercial effort to maintain the Services pursuant to this agreement. However, under no circumstances, Upflow may be considered liable for any failure to perform the Services due to failings due to those service providers.
17. Confidential nature of Clients’ data
17.1 Data regarding the use of the Services
Upflow agrees and represents that the data provided by the Client in the frame of the Services is highly sensitive, and therefore represents that the data:
a) Will be treated as strictly confidential;
b) Will only be shared on a need-to-know basis, internally, only to the required members of its staff, and externally, only if necessary for the provision of the Service, to its consultants, external service providers or subcontractors, provided that these external parties are bound by the same confidentiality obligations as those provided for in this document and will only be used by the latter for the purposes defined in this agreement;
c) Will not be used, totally or partially, for any purpose other than stated in this agreement, without the Client’s prior written consent;
d) Will not be shared nor divulged either directly or indirectly to a third party or any persons other than those mentioned in part (b) above;
e) Will not be copied, reproduced, or duplicated, totally or partially, when such copies, reproductions or duplications are not done in the frame of the Services, or have not been authorized by the Client expressly in writing.
This obligation does not cover documents or information:
a) Of which Upflow was already aware of before entering into this agreement;
b) Which were already public at the time they were supplied, or which enter the public domain with no violation of this agreement;
c) Which were legally received from a third party;
d) Which has been requested by a judicial or regulatory body, in the application of laws or regulations or with a view to establishing the rights of a party with reference to this agreement.
Upflow is authorised to store any document or data required to provide proof of its performance of the Services, including with regards to its obligations as a payment service provider, for the period provided for under the terms of the applicable law with reference to these obligations and/or the applicable limitation period, based on the longest of these periods.
17.2 Bank data
When using the Payment Services, The Client’s bank data includes all data regarding transactions related to the Client’s Payment Account.
In the event that the client has opened a Payment Account, the Client agrees that for the purpose of providing the Services, including the KYC obligations, Upflow may store this bank data for a period of 13 (thirteen) months after the transactions have been recorded with the Payment Account.
18. Upflow’s intellectual property rights
The systems, software, structures, infrastructure, databases and content of all kinds (text, images, pictures, music, logos, brands, databases, etc.) used by Upflow on the Website are protected by all applicable intellectual property rights or database producers’ rights. Any disassembly, de-compilation, decryption, extraction, reuse, copies and more generally any act of reproduction, representation, broadcasting, circulation and use of any of this content, whether wholly or partially, without Upflow’s authorisation is strictly prohibited and may result in legal action.
19. Personal data
19.1. Personal data regarding Upflow’s Clients
Upflow agrees to only collect and process the Client’s personal data for the purpose of supplying the Services and in strict compliance with the regulations applicable to the protection of personal data, including French law number 78-17 of 6 January 1978, (the “ Loi Informatique et Libertés” law) and EU regulation 2016/679, dated 27 April 2016, following its application (hereafter referred to as the General Data Protection Regulation “GDPR”).
The conditions under which personal data will be collected and processed and under which the natural persons subjects may exercise their rights to information and their right to access, rectify and oppose the use of the data, their right to data portability and the right to the deletion of this data are set out in the document entitled “Personal data protection charter” which the Clients can access via the Website and shall read and approve in conjunction with these Terms and Conditions.
19.2. Personal data regarding Debtors
19.2.1. General provisions
In the course of the Services, Upflow may be required to process personal data concerning Debtors (referred to as the “Debtors’ Data”).
The Client is the data controller for the Debtors’ Data and is required to fulfill the obligations incumbent to them in their data controller capacity in the application of the GDPR, including those regarding the obligation to notify the natural person, keeping a register of data processing operations and more generally comply with the GDPR’s constraints.
The Debtors’ Data remains the sole property of the Client, and the Clients bears the full responsibility and liability for the collection, control and management of this data, as per the GDPR guidelines.
In this respect, Upflow is involved exclusively as a processor for the Debtors’ Data and represents that it will use it exclusively for the performance of the Services.
The terms of service for the use of the Services by the Client constitute instructions issued to Upflow regarding the data processing to be performed. The Client remains responsible for submitting any other instructions to Upflow by all appropriate means.
The purpose of processing such Client’s data is to manage the Debtors, and particularly regarding the tracking of invoicing and of the payments made by the Debtors. In particular, the following personal data may be processed: company name, last name, first name, postal address, telephone number, e-mail address.
19.2.2. Upflow’s obligations with respect to the Clients
As a data processor, Upflow agrees to comply with the GDPR and to this end to fulfill the resulting obligations (as from the date on which the GDPR takes effect regarding notifications of breaches and the register).
Processing of Debtors’ Data:
- Upflow shall only process the Debtors’ Data pursuant to the Client’s instructions, in accordance with the terms of article 19.2. Upflow shall inform the Client if, in its opinion, an instruction constitutes a violation of the applicable regulations.
Security and privacy of the Debtors’ Data:
- Upflow shall deploy the appropriate technical and organisational measures to guarantee the security and integrity of the Debtors’ Data, to back-up this data regularly and to restore this data in the event of any physical or technical incident. Upflow will also ensure that the persons authorized to process the Debtors’ Data are subject to an obligation to guarantee their privacy and confidentiality. Among other things, Upflow agrees not to use other processors without the Client’s prior written authorization.
Supply of information:
- Upflow shall reply to any request for information sent by the Client, whether regarding a request by the individuals subject to exercise their rights, or a request submitted by the data protection authorities or the Client’s data protection officers.
Notification of personal data breaches:
- Upflow shall notify the Client of any personal data breach as soon as possible after it becomes aware of this. In the event that the Client himself is required to notify the relevant supervisory authority of this breach, Upflow shall provide them with all relevant documentation.
- Upflow will store the data regarding the use of the Client’s Services in accordance with the conditions of article 17.
Register and documentation:
- Upflow will maintain a written register of the processing performed via the Client Interface on the Client’s behalf. This register will also include information regarding the processing.
Upon request, Upflow will provide the Client with all necessary information to demonstrate compliance with its obligations.
20. Business references
Each Party agrees to request the other Party’s prior consent by any appropriate written means including by e-mail for any business and/or public references regarding the business relationship between the Parties. In particular, each Party must obtain the other party’s consent to use reproductions of its brands, trademarks and logos in business references, including during events, in its business documents and on its website, in any form. As a standard, this authorization will be granted for the usage period of the Services and for a period of three (3) years thereafter, unless the disclosed Party is requesting to cease such public reference.
Each Party agrees not to issue negative business and/or public references concerning the other Party.
21. Duration of the Services, unsubscribing
21.1. Duration of the Services
The subscription to the Services takes the form of a Subscription, the details of which are described on the Website, or the relevant pricing schedules
The Subscription begins on its subscription date, subject to the payment of the price pursuant to article 10.1 for the duration chosen by the Client and described on the Website (hereafter referred to as the “Initial Period”), from date to date.
It will then be tacitly renewed for successive periods of the same duration as the Initial Period (hereafter referred to, with the Initial Period, as the “Periods”), from date to date, unless canceled by Upflow or by the Client in accordance with the conditions mentioned below.
Any Subscription Period started is payable in full.
21.2. Canceling the Subscription
21.2.1. Cancellation of the Subscription by the Client
The Client may cancel the Services at any time, provided that:
- The cancellation of the Subscription by a Client can only be requested by the Administrator, via the sending of a registered letter with acknowledgment of receipt;
- The cancellation shall be received by Upflow at least fifteen (15) days before the end of each Period.
21.2.2. Cancellation of the Subscription by Upflow
Upflow may cancel the Services for the Client at any time, provided that:
- The cancellation of the Subscription by Upflow is communicated by a registered letter with acknowledgment of receipt, with a period of notice of three months, except in the case of regulatory requirements relating to its payment service provider status.
In the event that Upflow is no longer registered with the ACPR as a payment service provider, the Client will be notified by Upflow of the automatic termination of their Services at least 2 (two) months before the cancellation shall occur, except in cases in which regulatory constraints do not allow Upflow with the possibility to comply with this notice period.
22. Termination for non-compliance
In the event that one of the parties fails to comply with its obligations under the terms of this agreement, the agreement will be terminated automatically 15 (fifteen) days after the receipt by the defaulting party of written notice to comply, this remaining unheeded, sent by registered letter with acknowledgment of receipt, mentioning the intention to apply this clause, without prejudice to any damages which may be claimed from the defaulting party.
23. Effect of termination
The termination of the Services, regardless of the grounds for this, will automatically result in the immediate deactivation of the Client’s Administrator Accounts and User Accounts, with the Client having no further access to the Services.
Prior to the end of the Services, and upon request to Upflow, the Client shall recover their data from the Client Interface.
When using the Payment Services, and in order to enable the Client to recover any possible sums paid by the Debtors to their Payment Account, the Payment account will remain open for three (3) months following the termination of the Services, whether this is at the initiative of Upflow or the Client. Upflow agrees to transfer to the Client’s Beneficiary Account any incoming payment to the Client’s Payment Account following the date on which the Services is terminated.
Alternatively, the Client may request that Upflow closes their Payment Account immediately or at any time after the Services are terminated.
24.1. Upflow reserves the right to modify these Terms and Conditions at any time.
24.2. The Client will be informed of these modifications by any appropriate means at least 2 (two) months before they take effect.
The modified Terms and Conditions will apply as from the renewal of the next Subscription following their application.
24.3. If the Client does not accept the modified Terms and Conditions, they must cancel their Subscription in accordance with the terms of article 21, before they take effect. Without any notification to Upflow, the new terms will be deemed to be accepted by the Client.
In the event that these Terms and Conditions are translated into one or several languages, the language used for interpretation purposes will be the English language in the event of any contradiction or dispute concerning the meaning of a term or provision.
26. Applicable law and jurisdiction
These Terms and Conditions are governed by French law.
In the event of any dispute concerning the validity, interpretation and/or implementation of these Terms and Conditions, the Parties hereby agree that the courts of Paris, France will have sole jurisdiction to judge the matter unless procedural rules apply.
27. Applicability date
These terms conditions are effective on the 1st of October 2019.