Bankwards Terms and Conditions 

1. General Provisions 

The provisions of the general terms and condition of Bankwards ("Bankwards TC")  govern the business relationship regarding the Bankwards Services between Bankwards Operations GmbH, with its corporate seat in Körösistraße 29c/Top 86, 8010 Graz, Austria, registered with the Austrian commercial register under registration number FN 631086 v ("Bankwards"), and a natural person or legal entity acting in the course of their professional activity and in whose name one or more account(s) is/are opened with (“Customer”). ​

The Bankwards TC as well as the Annexes available under (https://www.bankwards.com) are hereby agreed upon. 

2. Services

The services of Bankwards offers include: 

• The management of an account, 

• payment information service, 

• payment initiation service, 

• the execution of payment transactions associated with the account by means of transfers, 

• foreign exchange services (“Bankwards Services”). 

As  the  Customer  is  acting  exclusively  within  the  scope  of  his  professional  activity,  any  statutory  consumer protection provisions do not apply. 

3. Account

3.1.

The Customer undertakes and warrants that only persons with sufficient authorisation have access to the account of the Customer. Bankwards is entitled to rely on any instructions given or purported to be given on account of the Customer, unless Bankwards is notified otherwise. Bankwards will not be liable in case of any loss or damage suffered by the Customer as a direct or indirect result of an authorised or unauthorised person using the account of the Customer. ​​

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3.2.

In the event of loss of the rights to the account or accounts (e.g. change  of  legal  representative  or  revocation  of  the  power  of  attorney  of  the  authorized  person),  the  Customer undertakes to inform Bankwards immediately. Bankwards cannot be held liable in the absence of notification or in the event of late notification. 

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3.3.

In case the Customer is a legal entity the Customer represents and warrants that the legal entity: 

(i) is duly organised and validly existing under the laws of the jurisdiction of the Customer; 

(ii) has the good right, full power and authority and all internal approvals to enter into any business relation with Bankwards; 

(iii) has sufficient funds to fulfil its obligations towards Bankwards. 

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3.4.

The Customer shall inform Bankwards about 

(i) any change of the ultimate beneficial owner, or (ii) the ownership structure if the Customer is a legal entity; and 

(ii) the commencement of dissolution, insolvency, restructuring, winding up or similar proceedings in any applicable jurisdiction as well as about the termination of the legal entity. ​​

4. Partners of Bankwards 

The Customer understands, acknowledges and accepts that even though the Bankwards Services are provided at/via the Bankwards Platform/App, some Bankwards Services, may be provided by partners of Bankwards as stated in these Bankwards TC (“Whitelabel Partners”). In such cases Bankwards may only enable the Customer with an access to information and services of those partners but does not provide the services itself. Any access to the Bankwards Services is granted on the condition that the Customer unconditionally accepts and agrees with these Bankwards TC, the Whitelabel Partners’ terms, especially the Currencycloud TC (https://www.currencycloud.com/wp-content/uploads/2023/08/Terms-of-Use-EU-CC-BV-1-June-23-1.pdf and https://go.currencycloud.com/hubfs/Product/Legal/Currencycloud-Terms-UK-IKYC.pdf) and the Salt Edge TC (https://www.saltedge.com/pages/dashboard_terms_of_service and  https://www.saltedge.com/pages/dashboard_privacy_policy), to the extent they are applicable to the Bankwards Services requested and received by the Customer. 

5. Security

5.1.

Bankwards applies strong customer authentication (SCA) regarding all Bankwards Services. Therefore, each Customer has to use the two-factor authentication identification ("2FA") with regards to all Bankwards Services. By using the 2FA, verification with a second factor – e.g. e-mail, SMS or push notification – ("2F") in addition to the password will be required.  

5.2.

The Customer may not disclose his/her password and/or 2F to any third party. 

5.3.

Any person having access to the username, password and the 2F may have full access to the account of the Customer and may affect transactions in the name of the Customer which may not be reversible. Therefore, in case of theft of the password or loss or theft of the 2F, the Customer must notify Bankwards about this loss or theft and follow Bankwards' instructions immediately as the Customer becomes aware of it.  

5.4.

In the case of Bankwards Services being validated by 2FA,  Bankwards may refuse  to  reimburse  the Customer if the Customer has acted with gross negligence or has intentionally failed to comply with the obligations to maintain the data of his/her account(s) safe. In addition, the Bankwards Services shall be deemed to have been confirmed by the Customer as soon as it has been initiated by 2FA, unless the Customer provides proof to the contrary. 

6. Obligations to act and cooperate on the part of the Customer 

The Customer shall: 

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6.1.

ensure prompt execution of any contracts and declarations and render forthwith any assistance required and reasonably requested by Bankwards in the course of making available to the Bankwards Services. ​

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6.2.

immediately report all defects or other problems with the Bankwards Services or transactions and shall support Bankwards in remedying the problem, in accordance with Bankwards' guidance and to the extent reasonable possible. 

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6.3.

without undue delay update any changes to (personal) data (e.g. name, company name, mailing/postal address, principal residency or e-mail address). The same applies if the Customer notices that – for whatever reason – the information displayed on the Bankwards Platform/App does not conform with the documents and information provided by the Customer to Bankwards.  ​

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6.4.

shall take all reasonable precautions to protect the password against unauthorised access. 

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6.5.

at all times ensure that the Customer has the 2F available and in usable condition and that only the Customer has access to the 2F. 

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6.6.

provide Bankwards and/or the Whitelabel Partners with any reasonable data and/or information with regard to KYC, AML, proof of origin of funds (such as banking statements or any other details provided by banks or financial institutions, contracts of sales or contracts in general, or any other suitable data) that Bankwards requires in order to provide Bankwards Services to the Customer.  ​

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6.7.

notify Bankwards without undue delay about any loss or restriction of the capacity to contract, as far as this is possible and reasonable. ​

7. Limitation of Liability 

7.1.

The services provided by Bankwards are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied, including but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. 

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7.2.

Bankwards is entitled to make operational changes to the Bankwards Services for improvements or otherwise (e.g. updating any kind of software) without giving the Customer prior notice. In some circumstances, it may be necessary to suspend access to the Services, usually between 21:00 and 07:00 CET. Notice of such a suspension will be given to the Customer in advance if possible. Bankwards will not be responsible for any consequences of such suspension. 

7.3.

Bankwards shall only be liable for damage caused intentionally (vorsätzlich) or by blatanly gross negligence (krass grob fahrlässig) by Bankwards.    

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7.4.

Except for damages resulting from fraudulent, wilful or intentional acts, under no circumstances, Bankwards shall be liable for indirect, special, incidental, exemplary, punitive or consequential damages, especially loss of production, loss of goodwill or reputation, loss of data, loss of a business opportunity or any loss of profits (entgangener Gewinn), expected revenue, or gains (which includes the loss of anticipated profits and/or any actual or hypothetical losses) whether incurred directly or indirectly, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Bankwards Services, including without limitation any damages caused by or resulting from the reliance of the Customer on the Bankwards Services or other information obtained from Bankwards or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Bankwards Services. ​

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7.5.

Bankwards shall not be liable for any failure or delay in performing its services or executing any transaction if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to, natural disasters, war, terrorism, power outages, internet outages, external cyberattacks, unauthorised or fraudulent use of an authentication element by a third party (e.g., in the case of a SIM swap attack), strikes, or government actions. 

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7.6.

Any liability for damages is limited to the amount of the Subscription Fees. The liability for damages, due to data loss, is limited to the amount that would have resulted with proper data protection, however, this will not exceed the annual fee. 

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7.7.

Any right of the Customer’s claims in connection with this business relationship expire one year after its occurrence unless otherwise provided under mandatory law. ​

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8. Duration

After the Customer accepts the Bankwards TC the business relationship is concluded for an indefinite period. 

9. Personal Data 

The processing of the Customer's personal data ("Personal Data") is governed by the Bankwards TC, the Appendixes and Bankward's Privacy Policy (https://www.bankwards.com) and by understanding and accepting said documents, the Customer authorizes Bankwards to share his/her/its Personal Data with partners or processors to whom an activity for the provision of the Services has been outsourced. 

10. Termination

10.1.

Either Party may terminate the contractual relationship for convenience on provision of at least ​​​90 days’ prior written notice to the other Party ("Effective Date"), unless the contractual relationship is in a minimum contract period. The notice of termination can be sent by the Customer by e-mail to support@bankwards.com. The termination can also be made directly via the Bankwards Platform/App. Bankwards will send  a notification e-mail to the Customer.  ​

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10.2.

Bankwards or a Customer may at any time, without a notice period and with immediate effect terminate the entire business relation or individual parts thereof for cause, which make any further performance of the business relation unacceptable. 

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10.3.

If any of the causes listed in section 8.4 are suspected, Bankwards shall conduct an objective and factual examination to determine whether the suspicions are substantiated and may block, freeze and/or suspend the account of a Customer or any of its functions, temporarily or permanently. Should it become apparent that a suspicious circumstance is justified, Bankwards shall be entitled to terminate the business relationship with the Customer with immediate effect and without further notice for cause and to close the account of a Customer. Bankwards is not obligated to disclose to you any findings or information acquired by Bankwards' security and risk management procedures. 

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10.4.

Bankwards may terminate the business relation with immediate effect and close the account of a Customer or block, freeze, suspend the account of a Customer, restrict or cancel transactions in particular, but not limited to the following causes:

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10.4.1. Bankwards reasonably believes that a Customer is or has been convicted or accused of (including any reasonably documented media reports or market rumours on) any breach or violation of criminal, administrative or tax laws in any country of the world, e.g. fraud, terrorist financing, money laundering, tax fraud, being part of a Ponzi scheme of any kind, using matrix programs/pyramid programs/multi-level marketing or other high-risk business detrimental to customers, unlawful activity in any country of the world, forbidden gambling, intellectual property or proprietary rights infringement, counterfeit or unauthorised goods, using/distributing drugs and drug paraphernalia or substances designed to mimic illegal drugs, producing/distributing adult content and services.  

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10.4.2. Official investigations (by any competent public authority, in particular, but not limited to, any public prosecutors in the field of criminal law or tax agents) against a Customer have been initiated or threatened with respect to any breach or violation of relevant criminal, administrative or tax laws in any country of the world. 

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10.4.3. Bankwards does so in order to comply with any (i) applicable law (in particular for anti-money-laundering purposes) or regulation, (ii) internal guidelines based on such law or regulation,  (iii) any order or request by a court or other authority, or (iv) any applicable sanctions program. 

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10.4.4. Any of the following cases, including but not limited to:  

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10.4.4.1. use of the Bankwards Services for illegal activities;  

10.4.4.2. provision of incorrect and/or incomplete information or refusal to provide the required information, if such information is of material importance to Bankwards or the Whitelabel Partners; 

10.4.4.3. harassment or engagement in obscene, insulting or abusive behaviour against Bankwards’ employees, agents or affiliates; 

10.4.4.4. Customer uses an account of Bankwards without legal entitlement to use such an account; 

10.4.4.5. Customer conceals his/her/its correct identity or origin of funds by providing incorrect, incomplete, outdated or misleading data to Bankwards or to the Whitelabel Partners; 

10.4.4.6. Customer conducts transactions in a way or uses the Bankwards Services in a way that causes damage, disadvantages or losses for Bankwards and/or impairs any Bankwards Services; 

10.4.4.7. Customer loses his/her legal capacity to act. The account of a Customer and all transactions may be suspended until it is clarified who may dispose of the assets in accordance with applicable laws; 

10.4.4.8. upon a Customer’s death (in case of natural persons) once Bankwards has been notified of a death of a Customer and received proof of death in a sufficient form, the account of the Customer will be suspended and blocked for security reasons, until the order of succession will be ascertained from a court having competent jurisdiction over the Customer's estate. The required steps will be communicated to the designated executor, respectively the heir(s). For security reasons, Bankwards does not disclose in advance any details regarding the scope and content of the required steps. 

 10.4.4.9. in the event of insolvency proceedings of the Customer, the business relationship may be terminated by e-mail in accordance with  the  conditions  and  deadlines  stipulated  by  law  and  following  the  decision  of  the  appointed insolvency administrator or liquidator.  ​​

10.5.

Should the account of a Customer be locked or the access suspended, Bankwards will lift the lock or freeze or complete the transaction once such reasons no longer exist. However, Bankwards is under no obligation to allow the Customer to conduct a transaction at the same price or on the same terms as the suspended, reversed or blocked transaction. 

11. Set-Off

Bankwards and any other affiliated company of Bankwards are entitled at any time to set off due and unpaid monetary claims that they have against Customers against due and unpaid monetary claims that the Customers have against them. 

12. No Waiver 

No failure or delay by a Party to exercise any right or remedy provided under this business relationship or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 

13. Severability Clause

Should a provision of the Bankwards TC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of the Bankwards TC. The Parties undertake to replace the invalid or unenforceable provision with a valid and  enforceable provision  that  comes  as  close  as  possible  to  the  economic  purpose  of  the  invalid  or unenforceable provision. 

14. Governing Law 

Any transaction with Bankwards shall be governed by and construed in accordance with the Austrian law excluding the provisions of the United Nations Convention on the International Sale of Goods and excluding the conflict of law rules of Austrian private international law. 

15. Place of Jurisdiction 

Any dispute or claim which may arise in connection with, relating to, or arising from, the performance of the Bankwards Services, shall be governed by and interpreted in accordance with the Austrian law and the courts of Austria shall have exclusive jurisdiction to settle any dispute or claims which may arise in connection with the Bankwards Services provided hereunder (including in relation to any non-contractual obligations).