This HandCash Connect Services Agreement (the “HandCash Connect Agreement”) is an agreement between the legal entity (including sole proprietors) that was identified by you on the HandCash Connect Services registration page (“you”) and HandCash, S.L. (“HandCash”) a Spanish limited liability company with NIF (tax ID number) B-88154141. Your integration and use of the HandCash Connect Services with your app and/or platform (“Platform”) is subject to your acceptance of: i) the terms and conditions within this HandCash Connect Agreement; and ii) the HandCash Wallet Terms of Service (the “HandCash ToS”).
By integrating and using the HandCash Connect Services, you expressly agree to the terms and conditions of this HandCash Connect Agreement, the HandCash ToS, and any updates or modifications to either of those documents made from time to time by HandCash.
We use a number of defined terms in this HandCash Connect Agreement. The products and services that you provide through your Platform, regardless of whether or not fees are charged, are referred to as “Platform Services”. Your agreement with your users for the provision of the Platform Services is “Your User Agreement”, and your users are “Platform Merchants” until they have a HandCash Account that has onboarded to your Platform via the HandCash Connect Services, at which point they become “Connected Accounts”. Actions submitted by or on behalf of Connected Accounts using the HandCash Connect Services are referred to as “Activity”. “Connected Account Data” refers to data about Connected Accounts, Activity on their HandCash Accounts, and their Transactions. For other capitalized terms not defined in this HandCash Connect Agreement (either in-line or by hyperlink), any applicable definitions are set out in the HandCash ToS.
You represent to HandCash that all of the information you provide to us is accurate and complete, and that you are authorized to agree and to bind your organization to this HandCash Connect Agreement.
This HandCash Connect Agreement contains terms and conditions relating to your use of the features of the HandCash Connect Services. This HandCash Connect Agreement supplements the HandCash ToS and which is incorporated into this HandCash Connect Agreement by reference. To the extent that there is a conflict between the HandCash ToS and this HandCash Connect Agreement related to the HandCash Connect Services, this HandCash Connect Agreement will prevail. Nothing in this HandCash Connect Agreement alters the terms and conditions of the HandCash ToS as they apply to your use of the Services for your own purposes (such as to receive payment for goods or services you provide).
HandCash Connect Services allows you to integrate HandCash Connect into your Platform for the purposes of having your Platform Users authenticated and connected (“Connected Accounts”). You may conduct Activity on behalf of your Connected Accounts, provided that you do so in accordance with this HandCash Connect Agreement and Your User Agreement. You must ensure that you clearly and prominently explain to Connected Accounts the nature of the Platform Services and the Activity that you will conduct on their behalf.
HandCash has a direct contractual relationship with each Connected Account and provides Services directly to each Connected Account. Connected Accounts may choose to use the Services outside of their relationship with you.
a. Agreements with Connected Accounts: Your User Agreement must clearly explain the Platform Services, how you access and use Connected Account Data, and the Activity that you may perform. Your User Agreement must also give you clear authorization to perform the Platform Services, and to communicate the Connected Account Data to HandCash. HandCash is not responsible to your Connected Accounts for any Platform Services you provide — you are solely responsible for providing Platform Services to Connected Accounts as described in Your User Agreement. You may only engage in Activity for a Connected Account to the extent that you are doing so on behalf of the Connected Account, in accordance with the authority granted to you under Your User Agreement.
b. Activity: You are responsible for any Activity initiated by you, on your behalf, or using your credentials, on any Connected Account either through the HandCash dashboard or through the HandCash Connect Services. Likewise, where either HandCash or a Connected Account incurs any losses based on unauthorized Activity initiated by you, or your employees, or your agents, you will be financially liable for such losses. HandCash may deduct such losses from your HandCash Account, or require you to immediately pay such losses to HandCash.
c. Compliance: You will at all times comply with all applicable laws and regulations, and agreements with third parties that are binding on you, and this HandCash Connect Agreement.
d. Limitations: You and HandCash are independent entities, and this HandCash Connect Agreement does not create any partnership, agency, or employment relationship between you and HandCash, or the employees or agents of either party. You may not, and may not attempt to, make any representation, warranty or commitment on behalf of HandCash.
You may not use the HandCash Connect Services: (a) to access any Connected Account Data or conduct any Activity, or attempt to do either, for which a Connected Account has not given you express authorization or for which such authorization has been withdrawn; (b) for any fraudulent, unlawful, deceptive, or abusive purposes, or in any manner harmful to, or intended to harm, a Connected Account, HandCash, or any third party; or (c) to circumvent HandCash’s intended limitations for any feature of the HandCash Connect Services or in a manner inconsistent with the the HandCash Connect Services documentation.
You are solely responsible for the selection of your onboarding mechanism for Connected Accounts, which may include assisting with the creation of a HandCash Account or integrating an existing HandCash Account with your Platform. Regardless of the onboarding and integration mechanism that you select, you must always take all reasonable steps to ensure that your Connected Accounts do not use Services in violation of this Agreement.
You are solely responsible for ensuring that each Connected Account expressly agrees to comply with the terms of this Agreement. You must ensure that Connected Accounts agree to the this Agreement in a manner that clearly evidences their acceptance and makes clear that HandCash is providing Services to them subject to the HandCash Connect Services.
To the extent that you become aware of a Connected Account being engaged in any fraudulent, unlawful, deceptive or abusive activity, you must promptly notify HandCash. Once notified by you, HandCash will use commercially reasonable efforts to promptly determine whether to terminate or suspend any such account’s access to the Services.
All fees charged by HandCash will be reflected in your HandCash dashboard. HandCash may deduct service and transaction (network) fees (“Fees”) from your HandCash Account balance and from the HandCash Account balances of your Connected Accounts. Fees may be applied on a per transaction basis, or aggregated over a period of time, as described in your HandCash dashboard.
You are solely responsible for communicating any use, recurring, or application fees charged to Connected Accounts for their use of Platform Services (“Platform Fees”) and you must clearly communicate any Platform Fees to Connected Accounts prior to imposing such fees.
In addition to indemnification obligations under the HandCash ToS, you agree to defend, indemnify, and hold harmless HandCash, Financial Services Providers, Payment Method Providers, and their respective employees and agents (each a “Disclaiming Entity”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) your breach of any provision of this HandCash Connect Agreement; (b) any disputes between you and Connected Accounts, including those arising from use of Connected Account Data or Activity by you, your employees, or your agents, whether for you or a Connected Account; or (c) your use of the HandCash Connect Services in a manner that is illegal or inconsistent with the HandCash Connect Services documentation.
Where a Connected Account was created as part of a custom or express onboarding process, you also agree to defend, indemnify, and hold harmless all Disclaiming Entities from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (d) Activity on the Connected Account, whether initiated by you or not (including all Transactions, Disputes, Refunds, Reversals, Claims, fines associated with such Activity, or use of the Services in a manner prohibited under this HandCash Connect Agreement or the the HandCash Connect Servicesed Account Agreement); (e) any inaccurate or incomplete information provided to HandCash as part of the onboarding of the Connected Account; and (f) for custom onboarding, your failure to acquire binding acceptance of this Agreement from any Connected Account.
HandCash agrees to defend, indemnify, and hold you harmless from and against any claim, suit, demand, action, or proceeding instituted by a non-affiliated third party to this HandCash Connect Agreement to the extent that such arises out of the HandCash Connect Services infringing the third party’s intellectual property rights.
In addition to the representations and warranties of the HandCash ToS, you represent and warrant to HandCash that you will (a) obtain authorization from the Connected Account for all Activity initiated on its behalf, and for the use of any Connected Account Data obtained through or used with the HandCash Connect Services, by you, your employees, and your agents; (b) dutifully comply with the onboarding obligations described in this HandCash Connect Agreement; and (c) not use the HandCash Connect Services or knowingly permit the use of Services by Connected Accounts in a manner that is fraudulent, unlawful, deceptive or abusive.
To the maximum extent permitted by law, except as expressly provided in this HandCash Connect Agreement, HandCash provides the HandCash Connect Services to you on an “as is” “as available” basis, without any warranties, express, implied, or statutory.
HandCash is not responsible for and disclaims all liability for your, your employees’, and your agents’ (a) acts or omissions in providing Platform Services to your Platform Merchants (including Connected Accounts), which includes delivery of goods or services to your Platform Merchants’ customers or any other third parties, or properly describing Platform Services; (b) compliance with applicable laws and obligations related to your offering or providing Platform Services; and (c) providing customer service, notifications, receipts, handling refunds or consumer complaints, or taking other actions related the Platform Service.
In no event will a Disclaiming Entity be liable for any lost profits, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to this HandCash Connect Agreement or the HandCash Connect Services, including the use of, inability to use, or unavailability of the HandCash Connect Services or the Services.
The Disclaiming Entities have no liability or responsibility for any (a) personal injury or property damage, of any nature whatsoever, resulting from use of the HandCash Connect Services or the Services; (b) damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to, or use of, the HandCash Connect Services, including any unauthorized access to or use of third-party servers used in connection with the HandCash Connect Services or the Services and/or any personal information stored therein; (c) interruption or cessation of the HandCash Connect Services; (d) software bugs, viruses, trojan horses, or other harmful code that may be transmitted to or through the HandCash Connect Services; (e) errors, inaccuracies, or omissions of information, or any damages or losses incurred as a result of such errors inaccuracies or omissions, resulting from the use of the HandCash Connect Services; (f) information that is transmitted using the HandCash Connect Services that is defamatory, offensive, or illegal; and/or (g) conduct of any third party.
Without limiting the foregoing provisions of this Section 9, the Disclaiming Entities’ cumulative liability to you in connection with the HandCash Connect Services (including under this HandCash Connect Agreement) will be limited to direct damages and in all events will not exceed in the aggregate the amount of fees paid by you to HandCash during the three (3) month period immediately preceding the event giving rise to the claim for liability.
This limitation of liability section applies to the maximum extent permitted by law, and applies regardless of the legal theory on which the claim is based, including contract, tort (including negligence, product liability, or otherwise), strict liability, or any other basis. The limitations apply even if the Disclaiming Entities have been advised of the possibility of such damage.
a. Term, Termination, and the Effects of Termination: The term of this HandCash Connect Agreement will begin when you register your Platform with HandCash and will end when terminated by you or by HandCash as described in this HandCash Connect Agreement. You may terminate this HandCash Connect Agreement at any time by providing notice to HandCash and immediately ceasing your use of the HandCash Connect Services. However, if you commence using the HandCash Connect Services again after such notice, you will be considered to have consented to this HandCash Connect Agreement again. HandCash may terminate this HandCash Connect Agreement (a) if you are in breach of this HandCash Connect Agreement and fail to cure the breach upon 30 days’ notice by HandCash (such notice only being required if curing the breach is feasible); (b) upon 120 days’ notice for any reason. HandCash may also terminate this HandCash Connect Agreement immediately if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, or if HandCash determines that you are engaged in activity that fails to comply with applicable law or causes a significant risk of reputational harm to HandCash.
Sections 7 through 10 and all provisions giving rise to continuing obligations (including Section 3.e.) will survive termination of this HandCash Connect Agreement. As stated above, the HandCash ToS governs your use of Services, so the termination of this HandCash Connect Agreement will not immediately trigger termination of the HandCash ToS. All obligations in the HandCash ToS will only be terminated in accordance with the terms and conditions of the HandCash ToS. Termination of the HandCash ToS will cause this HandCash Connect Agreement to automatically terminate.
b. Governing Law, Disputes, and Interpretation: Applicable governing law (jurisdiction) to this HandCash Connect Agreement will be the Laws of the Kingdom of Spain and location of any suits and disputes (venue), will be the courts of the city of Madrid, Spain. Headings are included for convenience only, and should not be considered in interpreting this HandCash Connect Agreement. No provision of this HandCash Connect Agreement will be construed against any party on the basis of that party being the drafter. Unless stated otherwise, the word “including” means “including, without limitation”. This HandCash Connect Agreement does not limit any rights of enforcement that HandCash may have under trade secret, copyright, patent, or other laws. HandCash’s delay or failure to assert any right or provision under this HandCash Connect Agreement does not constitute a waiver of such right or provision. No waiver of any term of this HandCash Connect Agreement will be deemed a further or continuing waiver of such term or any other term.
c. Taxes: HandCash’s fees are exclusive of any applicable sales or value-added tax, except as expressly stated to the contrary. You have sole responsibility for determining what, if any, taxes or fees apply in connection with your, and your Connected Accounts’, use of the HandCash Connect Services and the Services (“Taxes”). You are responsible for assessing, collecting, reporting, and remitting Taxes to the appropriate tax and revenue authorities. If HandCash is required to withhold any Taxes, HandCash may deduct such Taxes from amounts otherwise owed and pay them to the appropriate taxing authority. If you are exempt from payment of such Taxes, you must provide HandCash with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status. You must provide accurate information regarding your tax affairs as reasonably requested by HandCash. HandCash may have an obligation to provide certain notices or forms, such as tax invoices, to Connected Accounts. You must ensure that Your User Agreement enables you to receive such notices and forms on the Connected Accounts’ behalf, without HandCash being obliged to directly provide the notices and forms to the Connected Accounts, and you must promptly make such notices and forms available to your Connected Accounts in a manner consistent with applicable law.
d. Right to Amend: HandCash may amend this HandCash Connect Agreement upon notice to you, which may be provided through email, your HandCash dashboard, and/or HandCash’s web site. You agree that any changes to this HandCash Connect Agreement will be binding on you 5 days after the amendment is made by HandCash (or, if a longer period is required by applicable law, such longer period). If you elect to not accept the changes to this HandCash Connect Agreement, you must (a) provide notice to HandCash and (b) immediately cease using the HandCash Connect Services. Where you do not provide such notice prior to the amendments becoming binding, by continuing to use the Services you agree that you are consenting to any such changes to the Connected Account Agreement.
e. Assignment: You may not assign or attempt to assign this HandCash Connect Agreement without prior written express consent of HandCash.
f. Entire Agreement: This HandCash Connect Agreement constitutes the entire agreement between you and HandCash with respect to the HandCash Connect Services. These terms and conditions describe the entire liability as between you and HandCash, and set forth your exclusive remedies, with respect to the HandCash Connect Services. If any provision of this HandCash Connect Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it should be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.