TERMS
AND
CONDITIONS
OF
USE FOR THE AVALOQ PSD2 Testing Facility
The following terms and conditions (hereinafter referred
to as "Terms and Conditions") govern the access to and use of the Avaloq PSD2
Testing Facility, which Avaloq Sourcing Switzerland & Liechtenstein (hereinafter
referred to as "Avaloq") may make available to you (hereinafter referred to as
"you" or "User" or
collectively also as "Users") for your use.
Since the Avaloq PSD2 Testing Facility may
be provided via a public cloud solution, a cloud services provider's terms and
conditions may apply in parallel as regards your use of such cloud services.
Such terms and conditions (if any) are separate, independent and govern the
relationship between the cloud service provider and you, and are not endorsed
by Avaloq and do not form part of your relationship with Avaloq hereunder.
Avaloq may be responsible vis-à-vis cloud services providers for your acts or
omissions as regards your use of such cloud services and you agree to indemnify
and fully hold harmless Avaloq from a cloud services provider's allegations or
claims regarding your use of such a cloud service.
The Avaloq
PSD2 Testing Facility
The
Avaloq PSD2 Testing Facility is intended to enable Third Party Providers
(hereinafter “TPP”) to test their potential solution as described in the PSD2
Directive (EU) 2015/2366 of the European Parliament and of the Council of
November 25th 2015.
The
Avaloq PSD2 Testing Facility is supporting both, NextGenPSD2 (BerlinGroup –
Version 1.4) and STET (PSD2 API V1.4) Standard.
The
Avaloq PSD2 Testing Facility provides
a.
access to documentation
b.
access to NextGenPSD2 and STET API`s
c.
access to a ticket based support system.
(a)
General Terms
(i)
Registration and Acceptance of these
Terms and Conditions
2.
For accessing and using the Avaloq PSD2 Testing
Facility, you first need to register and accept these Terms and Conditions. You
acknowledge that all your submitted information must be accurate. You cannot register
as an individual but exclusively on behalf of your company,
then “User” and "you" encompass both you as individual and the
company and you confirm that you are authorized to bind
your company to these Terms and Conditions.
3.
By registering on the Avaloq PSD2 Testing
Facility, you expressly confirm that Avaloq is authorized to share registration
information with the bank for which you registered to.
4.
By registering on the Avaloq PSD2 Testing
Facility, you expressly confirm that you have viewed and read the Terms and Conditions,
are bound by them and will comply with them at all times.
5.
Avaloq verifies registrations and decides at its
sole discretion whether a registration is accepted or rejected.
(ii)
Login Process
6.
Users can only access the Avaloq PSD2 Testing
Facility once they have verified their identity. They initiate this via an authentication
process that may include the use of a digital certificate.
7.
Users can access the Avaloq PSD2 Testing
Facility by entering their User ID and password.
8.
TPPs can access the APIs, provided by the Avaloq
PSD2 Testing Facility, by presenting a digital certificate enrolled according
to the specification set forth in the portal documentation, available only
after Users’ login.
9.
Avaloq may supplement or amend the above
verification procedure at any time. In particular, Avaloq may introduce
additional or other security levels such as access cards, secure ID cards, tokens,
etc.
10. For the use of certain APIs, Avaloq may require Users to provide
additional information or (legally required) certificates, or to agree with
additional terms and conditions for specific APIs.
(iii)
License to Use the Avaloq PSD2 Testing
Facility
11. Avaloq grants you a limited, non-exclusive, as-is, personal, revocable,
non-transferable, non-assignable and non-sublicensable license to access and use
the Avaloq PSD2 Testing Facility in accordance with these Terms and Conditions.
The license is solely for purposes of testing Avaloq`s APIs. This license and
your use of the Avaloq PSD2 Testing facility are also subject to all limitations,
instructions and documentation Avaloq may impose or make available in
connection with the Avaloq PSD2 Testing Facility.
12. You may only use the Avaloq PSD2 Testing Facility if you have
registered yourself successfully before.
13.
While using the Avaloq PSD2 Testing Facility,
you may not:
- violate the
law, including any (intellectual property) rights of Avaloq or others;
- use the Avaloq
PSD2 Testing Facility in a way causing Avaloq to be in violation of any
law;
- hinder or
damage the accessibility, functioning or security of the Avaloq PSD2
Testing Facility;
- negatively
affect Avaloq’s business activities or reputation;
- perform any security test (e.g. pen-testing), performance tests
(e.g. load-testing), stress tests or similar tests on the Avaloq PSD2
Testing Facility.
14. For certain APIs, we may request you to take additional measures
regarding your use of the Avaloq PSD2 Testing Facility. You will comply with
those requests.
15. Monitoring - Subject to Section (x) (Data Protection), Avaloq may monitor
your use of the Avaloq PSD2 Testing Facility for the following purposes:
- to provide information to the
bank for which you have registered to about:
- your registration information;
- your, or your company, testing
activities on the API interface;
- your support enquiries and
related exchanged information;
- to prevent
fraud;
- to avoid
congestion problems;
- to perform,
evaluate and improve the Avaloq PSD2 Testing Facility and its features;
- to check
whether your applications satisfy the requirements as imposed by these Terms
and Conditions;
- if Avaloq has suspicion
of fraud, misuse or any other violation regarding your use of the Avaloq PSD2
Testing Facility.
(iv)
Use Restrictions
16. Commercial, off-topic and any not expressly authorized use of the Avaloq
PSD2 Testing Facility are not
permitted. Users may not abuse the Avaloq PSD2 Testing
Facility to obtain orders or transact business; this
also applies to the direct or indirect marketing of products, transactions,
traders, websites, services, competitions or events of any kind. The Avaloq PSD2 Testing Facility may not be used to
provide information, material, products or services in remuneration for
something else.
(v)
Availability and Security
17. Avaloq strives to achieve a reasonable level of availability for the
Avaloq PSD2 Testing Facility.
Avaloq may interrupt or suspend the Avaloq PSD2 Testing
Facility at any time and without incurring any
liability. Advance notice of foreseeable interruptions will be given wherever
possible. Further details are outlined in the document “PSD2 Service Level
Agreements” which is stored on the Avaloq PSD2 Testing
Facility.
18. Avaloq implements appropriate security measures for the Avaloq PSD2 Testing Facility. You acknowledge that
despite all Avaloq's related efforts, it cannot be assumed that the Avaloq PSD2 Testing Facility is secure and
error-free.
(vi)
Modifications
19.
Avaloq is entitled at any time to modify or
amend the Avaloq PSD2 Testing Facility. Significant modifications relevant for
you will be communicated on PSD2 Testing Facility or by email.
(vii) Intellectual Property
20. The Avaloq Software Products, the Avaloq Services and the Avaloq PSD2 Testing Facility and all elements,
software and materials contained therein including but not limited their
design, structure, selection, coordination, expression, "look and
feel" and arrangement are owned, controlled or licensed by Avaloq or its
licensors and may be protected by copyright, patent and trademark laws or
otherwise as intellectual property and/or under unfair competition laws. As
between Users and Avaloq, Avaloq owns all rights, title, and interest,
including all intellectual property rights, in and to the Avaloq Software
Products, the Avaloq Services and the Avaloq PSD2
Testing Facility and all elements and materials
contained therein. Except as expressly provided herein, Avaloq does not grant
to Users any right, title, or interest therein, and no part of the Avaloq
Software Products, the Avaloq Services and the Avaloq PSD2
Testing Facility and their elements and materials may
be copied, reproduced, republished, uploaded, posted, publicly displayed,
encoded, translated, transmitted or distributed in any way without Avaloq's
express prior written consent.
(viii) Open Source
21. Certain aspects of the Avaloq PSD2 Testing Facility may contain open
source materials which are governed by applicable open source license
conditions. You undertake to comply with such open source license conditions.
(ix)
No Warranty and Exclusion of Liability
22. The Avaloq PSD2 Testing Facility and all materials included therein are provided “as is”. Avaloq and
its third party licensors disclaim, to the maximum extent permitted by law,
expressly all warranties, representations and guarantees, whether express,
implied or statutory, including, without limitation (i) those of
merchantability or fitness for a particular purpose, title and non-infringement;
(ii) any warranties, representations or guarantees with respect to the quality,
reliability and accuracy, currency or completeness of the Avaloq PSD2 Testing Facility or the elements and
materials contained therein, or (iii) that the use of the Avaloq PSD2 Testing Facility will be secure,
timely, error-free, uninterrupted, free from other failures or will meet a User's
requirements or expectations.
23. Avaloq's liability for losses or damages is excluded to the maximum
extent permitted by law. Notwithstanding the generality of this exclusion: Avaloq
will not be liable for (i) any reliance on software, information or data
contained in the Avaloq PSD2 Testing Facility under any circumstances, (ii) any loss of use, lost or inaccurate
data, failure of security mechanisms, interruption of business or loss of
goodwill or business, costs of delay, claims of third parties or (iii) any actual,
direct, special, indirect, incidental, consequential or punitive damages, (iv) whether
in contract, tort or any other legal theory and even if it has been advised of
the possibility of such damages or loss. In any event Avaloq’s entire aggregate
liability will be limited to one thousand Swiss Francs (CHF 1'000).
(x)
Data Protection
24. Avaloq's Data Protection Policy and Avaloq's privacy notice(s) are available
at https://www.avaloq.com/en/privacy (as may be
modified from time to time by Avaloq in its sole discretion, at any time, and
which are incorporated into these Terms and Conditions)
and are applied by Avaloq in relation to the Avaloq PSD2
Testing Facility and its use.
25.
Any personal data obtained in relation to your
use of the Avaloq PSD2 Testing Facility may be processed by the bank for which you have registered to, and
by our cloud services provider.
(xi)
Suspension and Termination
26. Avaloq reserves the right to block the access to the Avaloq PSD2 Testing Facility at any time without prior
notice.
27. In addition, Avaloq may suspend or terminate the use of the Avaloq PSD2 Testing Facility immediately if Avaloq
believes that (i) a User has violated these Terms and Conditions, (ii) the use
by a User is not in Avaloq's or the User's best interests, or (iii) as required
by laws.
28. Upon ten (10) days’ suspension or termination notice by Avaloq, a
User must permanently delete all Avaloq confidential information and any other
data which the User stored pursuant to its use of the Avaloq PSD2 Testing Facility and, at Avaloq's request,
the User must confirm in writing such deletion.
(xii) A Law and Jurisdiction
29. These Terms and Conditions and the use of the Avaloq PSD2 Testing Facility are governed by Swiss
law. The Vienna Sale of Goods Act (United Nations Convention on Contracts for
the International Sale of Goods, concluded in Vienna on 11 April 1980) does not
apply. The exclusive place of jurisdiction
for any and all disputes arising out of or in connection with these Terms and
Conditions or the use of the Avaloq PSD2 Testing
Facility is Zurich.
(b)
Particular additional terms and
conditions for the use of Avaloq Software Products
30. Avaloq Software Products in the Avaloq PSD2
Testing Facility may only be used for testing, integration and demonstration purposes,
under exclusion of any other purposes.
31. Data restrictions as
promulgated by Avaloq from time to time must be strictly observed. Any use of
data other than dummy data in the PSD2 Testing Facility is prohibited.
(c)
Particular additional terms and
conditions for API-place
32. The "API-place" in the Avaloq PSD2 Testing Facility (also
known as software exchange) is designed to allow you to connect your new and
existing applications, products and services ("Your Applications") with
Avaloq Software Products and/or Avaloq Services. You may use the API-place
in the Avaloq PSD2 Testing Facility solely
to enable Your Applications to access or interface [via a plug-in/add-on] with
the Avaloq Software Products and/or Avaloq Services. Your use
must be as permitted in Avaloq's documentation and is subject to call, usage
and other limits as described in the documentation provided in the PSD2 Testing
Facility portal, available after a successful login. This documentation may be
modified from time to time by Avaloq in its sole discretion. All of these rights
are non-assignable, non-transferrable, and non-sublicensable.
(d)
Particular additional terms and
conditions for Support and Maintenance Services
33. Avaloq undertakes reasonable efforts to provide you with technical
support to facilitate the use
of the Avaloq PSD2 Testing Facility. Avaloq is not under an obligation to provide
you with particular results or to reach certain service levels.
34. Avaloq will regularly maintain and update the Avaloq PSD2 Testing
Facility. Such maintenance and/or updates will be announced on PSD2 Testing
Facility (as may be modified from time to time by
Avaloq in its sole discretion, at any time, and which are incorporated into
these Terms and Conditions)
35. After an update or
new release of the Avaloq Software Products accessible on the Avaloq PSD2
Testing Facility, Avaloq will no longer keep the previous version available.
(e)
Particular additional terms and
conditions for Support System
36. Use of Support System is at your own risk, and you are advised to
check the validity of information posted. Avaloq makes no warranties that any
information posted by Avaloq, its staff or third parties on the Support System is
accurate.
37. You are prohibited from posting any false, indecent, inappropriate
or illegal content and from any conduct of inappropriate or illegal activities
on our Support System.
38. No promotional content: You will not post any advertisements, spam
or (links to) promotional content with a commercial interest on our Support
System.
(f)
Particular additional terms and
conditions for Reference Materials
39. On the Avaloq PSD2 Testing Facility, Users may access various instruction or reference materials
(hereinafter referred to as "Reference Materials"). Some of these Reference
Materials may be available for download (hereinafter referred to as "Downloads").
Avaloq grants to Users a limited, freely revocable, non-exclusive,
non-transferable, non-sublicensable license to access and use Reference Materials
for their private and their company's business purposes as follows:
–
In case of Reference Materials that can only be
viewed online, the license is for access, search, browse and view and forward
links to individual documents, but not the contents of such documents, to
others;
–
in case of Downloads, the license is for (i) access,
search, browse and view, (ii) print individual documents; and (iii) make a
reasonable number of photocopies of a printed document.
40. Users may not (i) abridge, modify, translate or create any
derivative work based upon Reference Materials without the prior written
consent of Avaloq; (ii) display or otherwise make available any Reference
Materials to unrelated third parties; (iii) sell, resell, rent, lease, license,
sublicense, assign or otherwise transfer any Reference Materials or rights therein;
or (iv) remove, obscure or modify in any way copyright notices, other notices
or disclaimers that appear on Reference Materials.