1.1. On the one hand, Prisma Payments, E.P., S.A., with Tax Identification Number A85785905, with registered office at Calle Leganitos 47, 9th Floor, 28013 Madrid, and registered with the Madrid Commercial Registry, Sheet M-488476, Volume 27111 (“Prisma”). Prisma is a payment institution subject to the supervision of the Bank of Spain (C/ Alcalá 48, 28014 Madrid, Spain) and registered in its Special Register of Payment Institutions under number 6849, whose activity consists of the provision of payment services.
1.2. On the other hand, the natural or legal person entering into this framework payment services agreement and identified in the contracting form attached as an annex to this framework agreement (“Client”).
2.1. These clauses and any annexes that the parties sign from time to time constitute a single and complete agreement that contains all contractual conditions governing the relationship between the parties and the provision of the services that are its subject matter (“Framework Agreement”). In the event of discrepancy, the provisions of the annexes shall prevail over the provisions of these clauses.
2.2. The Framework Agreement may be signed by electronic means, in which case it shall have full legal effect, and the Client accepts that electronic signature shall have the same value as handwritten signature in relation to signing on paper. Where applicable according to the Client's status or as agreed by the parties, the Client may request and receive a copy of the Framework Agreement and the brochure containing the legally required contractual information and conditions on paper or on another durable medium.
2.3. The Framework Agreement may be signed in Spanish or English, at the Client's choice. The provision of the services and communications between the parties shall be carried out in the language of the Framework Agreement, unless the parties expressly agree to use a different language.
3.1. The purpose of this Framework Agreement consists of foreign currency purchase and sale services; execution of payment transactions, including transfer of funds, through a payment account with the user's payment service provider or another payment service provider; issuing of payment instruments and acquiring of payment transactions; and money remittance (“Services”).
The Services are regulated by Royal Decree-law 19/2018, of 23 November, on payment services and other urgent financial measures, by Law 16/2009, of 13 November, on Payment Services (“Payment Services Law”), and by their implementing regulations.
3.2. It is expressly agreed that the Client is not a consumer as defined in the Payment Services Law (a consumer is a natural person who, in payment services contracts, acts for purposes outside their economic, commercial or professional activity).
3.3. It is also expressly agreed that none of the provisions of the Payment Services Law or its implementing regulations that may be freely agreed between the parties shall apply in full when the Client is neither a consumer nor a microenterprise according to the Payment Services Law (a microenterprise is an undertaking, including both natural persons carrying out a professional or business activity and legal persons, which, on the date the payment services contract is entered into, employs fewer than ten persons and whose annual turnover or annual balance sheet total does not exceed two million euros, in accordance with Articles 1 and 2, paragraphs 1 and 3, of the Annex to Commission Recommendation of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises), including, merely by way of example, all of Title II and Articles 35.1, 36.3, 44, 46, 48, 49, 52, 60 and 61 of the Payment Services Law.
3.4. The Client may use the Services either as payer or payee and shall also be designated as such in the Framework Agreement, as applicable, being attributed the rights and obligations resulting from the specific position assumed in each of the transactions executed under the Framework Agreement.
3.5. The Client undertakes to notify Prisma of any circumstance that modifies their personal and/or economic situation and may affect their status as user of the Services (consumer, non-consumer or microenterprise).
3.6. Prisma maintains commercial relationships with natural or legal persons (“Collaborator”) that, through digital sites accessible via the Internet or applications or software tools for mobile devices or other electronic or telematic means (“Interface”), facilitate the Client's access to Prisma payment services when the services offered by a Collaborator require payment transactions, without this meaning, in any case, that the Collaborator provides payment services on behalf of Prisma. The Client expressly and irrevocably accepts that, in such cases, communications, actions or transactions under the Framework Agreement shall be carried out or channelled electronically through the Interface of the relevant Collaborator, in accordance with the terms set out in Annex 3 to this Framework Agreement.
3.7. In the cases referred to in section 3.6 above, the Client accepts and acknowledges that their relationship with Prisma shall be governed solely and exclusively by this Framework Agreement and that Prisma is entirely unrelated to any contractual relationships between the Client and the Collaborator.
The Client represents and warrants the following:
5.1. The Client undertakes to provide Prisma, at all times, with any information or documentation that Prisma requests because it considers it necessary or relevant for proper Client due diligence or for updating such due diligence (including, without limitation, identity, capacity, legal personality, beneficial ownership, nature of economic, commercial or professional activity, solvency and financial capacity or, in the case of legal-person Clients, the identity and capacity of the legal representatives or attorneys-in-fact representing them when contracting the Services, as well as, where applicable, the persons on whose behalf they act, their ultimate beneficial owners and all natural or legal persons involved in the chain of control), in accordance with the control and compliance rules, policies or procedures established by Prisma from time to time, with any measures Prisma considers appropriate for such purpose, with anti-money laundering and counter-terrorist financing regulations, and with any other tax or other regulations that may apply.
5.2. The Client undertakes to cooperate at all times in preventing, detecting and investigating any fraudulent or unlawful activity related to the Services, by applying the measures provided in the control and compliance rules, policies or procedures established by Prisma, or in applicable regulations, or any other measures that Prisma considers appropriate for such purpose. Prisma reserves the right to interrupt or block the provision of the Services, or even to automatically terminate the Framework Agreement, if any suspicion, indication or incident arises in relation to the activities referred to.
5.3. The Client expressly and irrevocably authorizes Prisma so that it may, at all times, (a) adopt the measures it considers appropriate to verify the truthfulness of the information or documentation obtained from the Client, confirm their sources of income or economic activity, including, without limitation, requesting information or documentation on behalf of the Client from any public or private entity, or (b) report information or incidents regarding the matters referred to in this clause to the Bank of Spain, to anti-money laundering and counter-terrorist financing authorities, to law enforcement agencies or any other authorities it considers appropriate, as well as to credit institutions or other payment service providers related to the transaction to which the relevant information or incident refers.
5.4. When the Services are contracted through a Collaborator's Interface, the Client expressly and irrevocably accepts that Prisma may require the information or documentation referred to in the preceding sections to be provided through the Collaborator, and expressly and irrevocably authorizes Prisma to receive from the Collaborator such information or documentation obtained by the Collaborator.
6.1. Notifications, transmissions of information, orders, instructions or, in general, any communication between the parties shall be made through the distance communication means made available by Prisma from time to time, which may include, among others, telematic, electronic, telephone or similar means. Notwithstanding the foregoing, Prisma may choose to use alternative means, including communications on paper and by postal mail or courier, when necessary or convenient for operational, technical or legal reasons. If there are several holders of a product or service, notice shall be deemed valid when sent to any of them.
6.2. The details for communications shall be those stated in the heading and in the corresponding annex attached to the Framework Agreement, in the case of Prisma, and those stated in the contracting form, in the case of the Client. Any change in a party's communication details must be immediately notified to the other party, although the Client expressly accepts that publication of any change in Prisma's registered office in any official gazette shall have the same effect.
6.3. When the Services are contracted through a Collaborator's Interface, the Client expressly and irrevocably accepts that Prisma may require communications and transactions associated with the Framework Agreement or the Services, including, without limitation, payment order requests or notices regarding amendments to the Framework Agreement or the Services, to be made through the Collaborator's Interface.
7.1. Access to or use of the Services shall be carried out through the electronic, telematic or telephone means or channels made available by Prisma from time to time, which may include, among others, digital sites accessible via the Internet or applications or software tools for mobile devices.
7.2. Access to or use of the Services shall be carried out by the Client through the secure means of authentication or identity verification required by Prisma from time to time, including, without limitation, the use of access codes, keys, names or identification numbers, passwords or official electronic identity documents. These authentication means shall be personal and non-transferable.
7.3. Where European or Spanish regulations require strong customer authentication measures for access to and use of the Services, Prisma may request from the Client the authentication actions it considers appropriate from time to time, including, without limitation, an SMS or notification to their mobile phone, biometric authentication or authentication applications.
7.4. The Client must properly safeguard and use due diligence with the authentication means provided by Prisma, ensuring their proper use and confidentiality. In the event of forgetting, loss, theft or misappropriation of any such means, the Client must immediately notify Prisma so that it may adopt the security measures it considers appropriate (such as interrupting or blocking payment transactions) until the necessary measures are taken to invalidate or replace such means. For security reasons, when a certain number of consecutive errors occurs in the use of the authentication means, Prisma may invalidate them and interrupt or block payment transactions carried out with them.
7.5. Actions carried out by the Client using the authentication means provided by Prisma shall in all cases be deemed valid, correct and effective, and shall be considered authorized and instructed by the Client. Use of such authentication means shall replace the Client's signature and shall have full legal effect, and the Client accepts that data recorded electronically shall have the same value as a handwritten signature in relation to data recorded on paper.
7.6. Prisma undertakes to maintain reasonable technological means for continuous access to or use of the Services, but may occasionally interrupt or block access to part or all of the Services to carry out maintenance operations on its systems or technological means, and when necessary according to its fraud prevention policies or in compliance with requirements from competent authorities.
7.7. Prisma shall not be liable for damages or losses that the Client or a third party may suffer arising from circumstances or factors outside Prisma's reasonable control, including, among others, malfunctioning of electronic or telematic systems, unlawful intrusions by third parties or computer viruses, interruptions, failures or disconnections in Internet operation and access. Prisma shall also not be liable for the loss, theft, misappropriation or transfer to third parties of identification or authentication means, nor for the non-execution or execution of payment transactions resulting from improper, incorrect, negligent or fraudulent use of such means.
7.8. The Client irrevocably authorizes Prisma to record computer and telematic logs relating to access to or use of the Services through distance means or channels, in accordance with applicable law, and expressly accepts the legality of such records as evidence of the transactions carried out and, in particular, their use in any judicial or extrajudicial proceeding that may arise.
7.9. Prisma may use such records to verify the content of the Client's orders or instructions if there are discrepancies regarding their content, as well as if such records must be disclosed by legal or judicial requirement. In the event of a dispute regarding the Client's orders or instructions, the Client may request that Prisma allow them to listen to or receive a written transcript of the content of the corresponding recordings.
7.10. When the Services are contracted through a Collaborator's Interface, the Client expressly and irrevocably accepts that Prisma may require access to or use of the Services to be carried out through the Collaborator's Interface, applying security measures that replace or supplement those described in the preceding sections.
8.1. The fees and expenses that the Client must pay Prisma for the Services, the exchange rates applicable to them and the other economic conditions applicable to the Client, including any guarantees for fulfilment of their obligations, are those set out in the corresponding annex attached to the Framework Agreement. The parties expressly agree that the economic conditions set out in the annex shall apply in all cases, even when they are not individually or expressly reflected in the remaining clauses of the Framework Agreement.
8.2. The Client authorizes Prisma to deduct the corresponding fees or expenses from the transferred amount of which the Client is beneficiary. Prisma may also automatically debit from Prisma payment accounts or any other bank or payment accounts at third-party entities in the Client's name all fees or expenses that the Client must pay for provision of the Services, for which purpose the Client must sign any mandate or direct debit documents requested by Prisma.
8.3. Likewise, the Client authorizes Prisma to offset at any time, including after termination of the Services, any certain, liquid and due credit owed by the Client to Prisma under any concept, and Prisma may offset balances existing in the payment account against any amount owed by the Client.
8.4. When the Services are contracted through a Collaborator's Interface, the Client expressly and irrevocably accepts (a) that they may be informed of the economic conditions of the Services by the Collaborator, (b) that the economic conditions applicable to the Services may be those agreed by the Collaborator with the Client, (c) that billing and collection of any amount associated with the Services may be carried out or managed by the Collaborator, and (d) that any other rights of Prisma established in this clause 8 may be exercised by the Collaborator.
9.1. Provision of the Services may require Prisma to open one or more payment accounts owned by the Client, depending on the Client's operation. In such case, funds received in a payment account shall not constitute deposits, electronic money or other repayable funds and their purpose shall be exclusively to carry out payment transactions in execution of the Framework Agreement.
9.2. Prisma shall notify the Client of confirmation of the opening of each payment account or, where applicable, the decision to reject it, as well as its blocking or cancellation as provided in the Framework Agreement.
9.3. Ownership of payment accounts is nominative and non-transferable. Without prejudice to this, depending on the Client's status and the nature of the Services, individual ownership or the coexistence of multiple holders (co-holders) may be allowed.
9.4. When there are co-holders, any reference to the Client in the Framework Agreement shall be understood as referring to each and every one of them; any of them may access or use the payment account or the Services; all of them shall be jointly and severally liable for all rights and obligations arising from the actions of any of them; and communications made to one of them shall have effect with respect to the others.
9.5. Likewise, the Client may authorize any non-holder person to access or use the payment account or the Services, for which purpose it shall be a prior and essential condition that the Client complete the form for authorized non-holder persons to be attached as an annex to the Framework Agreement. The Client expressly accepts the result of access to or use of the payment account or Services by an authorized non-holder person as if carried out directly by the Client.
9.6. Notwithstanding the foregoing, if contradictory orders are received from co-holders or authorized non-holder persons, Prisma may freely choose to execute them or refrain from executing them and shall not be liable for the results, damages or losses that may arise from such execution or abstention.
9.7. Without prejudice to the provisions of this clause, the Client may establish that certain payment transactions shall require joint action, making the involvement of more than one co-holder or authorized non-holder person necessary for their transmission. The Client expressly acknowledges and accepts that, in such cases, Prisma may establish restrictions on the means or channels made available to transmit such orders.
9.8. When the payment account has no transaction for a period of one (1) calendar year, Prisma reserves the right to cancel it by transferring the funds to another account provided by the Client. For these purposes, funds deposited and withdrawn by the Client themselves shall not be considered transactions.
9.9. Prisma shall make available to the Client information on payment transactions carried out under the Framework Agreement, keeping supporting documents, records and documents of transactions carried out in digital files for the legally established periods.
9.10. Funds received by Prisma from each Client shall at all times be kept separate from the funds of any other natural or legal person other than the Client and, while in Prisma's possession and not yet delivered to the beneficiary or transferred to another payment service provider by the end of the business day following the day on which the funds were received, such funds shall be deposited in one or more separate accounts at credit institutions or central banks, or invested in secure, liquid and low-risk assets. The Client acknowledges and accepts that, before signing this Framework Agreement, they have accessed and become aware, through Prisma's website, of the information on the investment criteria for such assets.
9.11. Funds deposited in separate accounts are protected and, in the event of Prisma's insolvency, the Client shall have an absolute right of separation over the accounts and assets referred to in section 9.10 above with respect to possible claims by other Prisma creditors.
10.1. For correct execution of a payment order, the Client must provide Prisma with their unique identifier, which may be the IBAN (International Bank Account Number), the BIC (Business Identifier Code) or any other combination of letters, numbers or signs assigned by Prisma to the Client for such purpose.
10.2. Prisma shall not be liable for non-execution or defective execution of a payment transaction if the unique identifier provided by the Client is incorrect. Nevertheless, in such cases, Prisma shall make reasonable efforts to recover the funds of the payment transaction. If it is not possible to recover the funds, Prisma shall provide the Client, upon written request, with all information available to it that is relevant for the Client to bring a legal claim to recover the funds.
11.1. Payment transactions shall be considered authorized when the Client has communicated prior written consent, using the forms or electronic or telematic means or channels made available by Prisma from time to time, and with due authentication of the person acting. Once authorized by the Client, payment transactions may not be withdrawn and shall be considered irrevocable, except in those cases where a mandatory rule expressly provides otherwise.
11.2. The time of receipt of an order for execution of a payment transaction shall be the time when such order is received by Prisma. If the time of receipt is not a business day for Prisma, the payment order shall be deemed received on the following business day. Likewise, any payment order received by Prisma after the times stated in the annex attached to the Framework Agreement shall be deemed received on the following business day.
11.3. If the Parties agree that execution of the payment order shall begin on a specific date or at the end of a certain period, or on the day when the funds are made available to Prisma, the time of receipt of the order shall be deemed to be the specific agreed day. If that day is not a business day for the payment service provider, the payment order shall be deemed received on the following business day.
11.4. After receipt of the payment order, its execution shall be conditional on the Client having sufficient balance in their account for the transaction to be carried out and for Prisma to be paid any applicable fees or expenses, and on the payment order including the complete, correct and legible information required to proceed. For such purpose, the Client must provide the information in the format and within the period required by Prisma in accordance with the forms Prisma provides.
11.5. If Prisma rejects execution of a payment order, it shall notify the Client and, to the extent possible, the reasons for rejection, as well as the procedure to correct any errors that caused it. Any orders rejected by Prisma shall not be considered received.
12.1. Unless the Parties agree on the execution period for payment orders, in accordance with clause 11.3 above, Prisma shall execute payment orders no later than the end of the following business day from receipt of the payment order when executing: (a) payment transactions in euros; (b) domestic payment transactions in the currency of a Member State that is not part of the euro area; or (c) payment transactions involving only currency conversion between the euro and the currency of a Member State that is not part of the euro area, provided that the corresponding conversion is carried out in the Member State that is not part of the euro area and, in the case of cross-border payment transactions, the cross-border transfer is made in euros.
12.2. Payment transactions within the European Union not covered by clause 12.1 above may be executed by Prisma within four (4) business days from the time of receipt of the payment order.
12.3. Payment transactions not covered by clauses 12.1 and 12.2 above shall not be governed by the preceding periods, and the periods determined for each transaction shall apply in each case.
12.4. The value date of the credit to the beneficiary's account shall not be later than the business day on which the amount of the payment transaction was credited to the beneficiary's account. Prisma shall ensure that the amount of the payment transaction is available to the beneficiary immediately after such amount has been credited to Prisma's account, if Prisma (a) does not carry out currency conversion, or (b) carries out currency conversion between the euro and the currency of a Member State or between the currencies of two Member States.
12.5. The value date of the debit to the payment account shall not be earlier than the time when the amount of the payment transaction is debited from that account.
13.1. When the Client becomes aware that an unauthorized or incorrectly executed payment transaction has been carried out, the Client must notify Prisma immediately and by email to the address provided in the corresponding annex to this Framework Agreement, so that Prisma may proceed to rectify it. Such notice must be given within a maximum period of thirty (30) days from the debit date.
13.2. If an unauthorized payment transaction is executed, Prisma shall return to the Client, in their capacity as payer, the amount of the unauthorized transaction no later than the end of the following business day after Prisma became aware of the transaction, restoring the payment account from which the debit was made to the state it would have been in had the unauthorized transaction not taken place.
13.3. The return and periods provided in clause 13.2 shall not apply when Prisma has reasonable grounds to suspect fraud, in which case it reserves the right to block the return and adopt the measures it considers necessary under applicable regulations, or when the Client proves that the transaction was not authenticated, accurately recorded and accounted for. When the Client is a microenterprise, the aforementioned return shall not apply when Prisma can prove that the transaction was authenticated, accurately recorded and accounted for, and was not affected by a technical fault or any other deficiency.
14.1. The Parties accept and assume that the provisions contained in this clause 14 shall only apply when the Client is a microenterprise.
14.2. In the case of payment orders initiated directly by the Client acting as payer:
a) Prisma shall be liable to the Client for correct execution of the payment transaction, unless Prisma can prove to the Client and, where applicable, to the beneficiary's payment service provider, that the latter provider received the amount of the payment transaction in accordance with clause 9 of the Framework Agreement and the legally established terms. In the latter case, the beneficiary's payment service provider shall be liable to the beneficiary for correct execution of the payment transaction.
b) When liability corresponds to Prisma under section a) above, it shall return to the payer, without undue delay, the amount corresponding to the payment transaction not executed or defectively executed and, where applicable, restore the payment account balance to the situation in which it would have been had the defective payment transaction not occurred. The value date of the credit to the Client's payment account shall not be later than the date on which the amount was debited.
c) When the beneficiary's payment service provider is liable, it shall immediately make available to the beneficiary the amount corresponding to the payment transaction and, where applicable, credit the corresponding amount to the beneficiary's payment account. The value date of the credit to the beneficiary's payment account shall not be later than the date on which the value date would have been assigned to the amount in the event of correct execution of the transaction, in accordance with clause 9 and the applicable legal provisions.
d) When a payment transaction is executed late, the beneficiary's payment service provider shall ensure that, upon request of the payer's payment service provider acting on the payer's behalf, the value date of the credit to the beneficiary's payment account is no later than the date that would have been assigned to the amount in the event of correct execution of the transaction.
e) In the case of a payment transaction not executed or defectively executed where the payer initiated the payment order, the payer's payment service provider shall, upon request, immediately try to trace the payment transaction and notify the payer of the results. No fee shall be charged to the payer for this.
14.3. In the case of payment orders initiated by or through the beneficiary:
a) The beneficiary's payment service provider shall be liable to the beneficiary for correct transmission of the payment order to the payer's payment service provider, in accordance with clause 9 of the Framework Agreement and the applicable legal provisions, and shall immediately return the amount of the payment order to the payer's payment service provider.
b) The beneficiary's payment service provider shall be liable to the beneficiary for correct processing of the payment order in accordance with the applicable legal provisions and shall ensure that the amount of the payment transaction is returned and available to the beneficiary immediately after such amount is credited to its own account.
c) The value date corresponding to crediting the amount to the beneficiary's payment account, including cases of delayed transmission of the payment order, shall not be later than the value date that would have been assigned to the amount in the event of correct execution of the transaction.
d) In the case of a payment transaction not executed or defectively executed, the beneficiary's payment service provider shall, upon request and regardless of the liability determined under this section, immediately try to trace the payment transaction and notify the beneficiary of the results. No fee shall be charged to the beneficiary for this.
e) In the case of payment orders not executed or defectively executed where the beneficiary's payment service provider is not liable, the payer's payment service provider shall be liable to the payer and must return to the payer, as appropriate and without undue delay, the amount of the payment transaction not executed or defectively executed and restore the payment account from which the debit was made to the state in which it would have been had the defective payment transaction not taken place. The value date of the credit to the payer's payment account shall not be later than the date on which the amount was debited.
f) The obligations of the payer's payment service provider set out in section e) above shall not apply if that provider can prove that the beneficiary's payment service provider received the amount of the payment transaction, even if the payment was executed late. In such case, the beneficiary's payment service provider shall assign a value date to the amount corresponding to the credit to the beneficiary's payment account that is no later than the value date that would have been assigned to the amount in the event of correct execution of the transaction.
14.4. Prisma's liability, in its capacity as payer's or beneficiary's payment service provider as contemplated in the preceding sections, shall be without prejudice to the grounds for absence of liability of the payment service provider that may arise from payment transactions, in accordance with applicable law and the Framework Agreement, including (a) when the payment services user fails to notify any transaction that may be subject to a claim within the period established for such purpose; (b) when the unique identifier provided by the payment services user is incorrect; (c) when exceptional and unforeseeable circumstances beyond the payment service provider's control occur, the consequences of which would have been unavoidable despite all efforts to the contrary, or when a payment service provider is subject to other legal obligations.
15.1. Prisma shall not be liable in the event of exceptional and unforeseeable circumstances beyond its control, the consequences of which would have been unavoidable despite all efforts to the contrary, or where other legal obligations apply to it.
15.2. Without prejudice to the provisions of other clauses of the Framework Agreement, and in the absence of a mandatory rule expressly providing otherwise, the Parties agree that Prisma's maximum liability for damages arising from the Framework Agreement shall be economically limited to the total amount of fees and expenses actually charged by Prisma during the twelve (12) months prior to the incident that caused the damages.
15.3. In no event shall Prisma be liable to the Client for indirect damages or loss of profit, such as loss of profit, loss of customers, reputational damage or equivalent concepts not associated with the direct damage caused.
15.4. When the Services are contracted through a Collaborator's Interface, the Client expressly and irrevocably accepts that Prisma shall have no liability whatsoever to the Client, whether contractual or non-contractual, for any damages of any nature associated with or arising from any contractual relationship between the Client and the Collaborator.
16.1. In compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, Organic Law 3/2018, of 5 December, on Personal Data Protection and guarantee of digital rights, and any other applicable data protection regulations, the Client is informed that the personal data provided in connection with the formalization of this Framework Agreement, as well as any data that may be collected as a result of the contractual relationship, shall be processed by Prisma for the main purpose of developing, maintaining, fulfilling and controlling such relationship.
16.2. The main legal basis legitimizing the processing of personal data is, therefore, performance of the Framework Agreement itself, and its purpose includes execution of the transactions requested by any means in order to provide the agreed Services. Prisma shall also carry out other processing related to activities that it is legally required to perform, such as those related to prevention of money laundering and terrorist financing.
Additionally, Prisma may carry out processing based on its own legitimate interest, such as preparing statistics in order to improve its tools and services or sending commercial communications, including by electronic means, to offer its own products and services similar to those contracted. Also based on legitimate interest, it may carry out processing to prevent transaction fraud, establishing identification mechanisms and password systems to protect the Client, as well as sending notices or alerts regarding the Client's activity to their mobile phone, email or any other means provided by the Client to Prisma for such purpose.
16.3. The Client and their authorized representatives must notify in writing any changes to their personal data as soon as they occur, in order to keep such data updated. Prisma shall not be liable for consequences that may arise for the Client due to lack of diligence in updating such data.
16.4. Prisma may disclose personal data related to the Client to the Bank of Spain, the Ministry of Economy and Finance, the Tax Agency, the Executive Service of the Commission for the Prevention of Money Laundering and Monetary Offences, as well as to statutory auditors, external experts in anti-money laundering matters and personal data protection auditors, to comply with its legal obligations. Although this is not a data transfer, in order to provide the requested Services, Prisma may disclose Client data to third-party companies acting as its providers, such as technology service providers, Collaborators or payment service providers. These processors shall access the Client's personal data following Prisma's instructions and may not, under any circumstances, use it for any purpose other than provision of the service and while maintaining the strictest confidentiality.
If the third parties to whom data may be disclosed process such data outside the European Economic Area, Prisma shall ensure that appropriate safeguards are established through legal mechanisms such as standard contractual clauses approved by the European Commission or adequacy decisions for secure data flows also adopted by the Commission.
16.5. Prisma shall only keep and retain the Client's information for the period necessary to fulfil the purpose for which it was collected, such as performance of the Framework Agreement, compliance with legal obligations imposed on it, and handling possible liabilities arising from the contractual relationship or the processing itself. Specifically, information collected to comply with obligations established under applicable anti-money laundering and counter-terrorist financing regulations shall be retained during the term of the contractual relationship and for an additional period of ten (10) years, counted from termination and end of the Framework Agreement or business relationship entered into with the Client. After such period, the data shall be deleted.
16.6. The Client and their authorized representatives may exercise their rights of access, rectification, restriction, objection, erasure, portability and objection by contacting Prisma and sending their request to the email address info@prismapay.com or by postal mail addressed to Prisma Payments, E.P., S.A., Calle Leganitos, 47 9th Floor, 28013 Madrid.
Likewise, both the Client and their authorized representatives are informed of the possibility of filing a complaint with the Spanish Data Protection Agency (www.aepd.es) if they do not consider the processing of their data satisfactory.
17.1. The Parties undertake to treat as confidential and to keep secret and restricted all Confidential Information, both during and after the term of the Framework Agreement. Confidential Information means any information or documentation exchanged by the Parties during preparation, negotiation or performance of the Framework Agreement, even when not expressly identified as such by the disclosing Party.
17.2. Accordingly, each party undertakes to strictly safeguard and protect all Confidential Information supplied by the other party in relation to the Framework Agreement, and not to disclose or provide it, in whole or in part, to any third party without the prior, express and written consent of the other party, except for collaborators, contractors, professionals and employees of each party who need to access the Confidential Information provided that they have previously signed a confidentiality undertaking with obligations similar or equivalent to those established in the Framework Agreement. Such consent shall also not be necessary when the obligation to provide or disclose such information is imposed by an administrative or judicial authority, by law or by final court judgment.
18.1. The Framework Agreement is of indefinite duration. Nevertheless, either party may terminate the Framework Agreement at any time by giving one (1) month's prior notice before the expected termination date.
18.2. Before contractual termination, Prisma shall complete all payment transactions that are pending, making available to the Client any balance in the payment account in the Client's favour, after payment of any applicable fees and expenses.
18.3. Prisma may propose any amendment to the contractual conditions with notice of not less than one (1) month (or two (2) months in the case of microenterprises) before the date on which the proposed amendment enters into force. The Client may accept or reject the amendments to the Framework Agreement before their proposed effective date by the same means by which they are notified. Notwithstanding the foregoing, any amendments that are unequivocally more favourable to the Client may be applied immediately, in which case the amendment of the conditions shall be deemed accepted by the Client if the Client does not notify Prisma of non-acceptance before the proposed effective date of the relevant amendment or condition.
18.4. If the Client is a microenterprise, (a) the Client may terminate the Framework Agreement at any time without any prior notice, in which case Prisma shall terminate it within twenty-four (24) hours from receipt of the Client's request, (b) the Client shall pay Prisma any agreed termination fees or expenses if the Framework Agreement has been in force for less than six months, and (c) the amendment of the conditions shall be deemed accepted by the Client if the Client does not notify Prisma of non-acceptance before the proposed effective date of the relevant condition, in which case the Client shall have the right to terminate the Framework Agreement free of charge and with effect at any time before the date on which the amendment would have applied, without prejudice to the provisions of letter (a) above.
19.1. The Framework Agreement is governed by ordinary Spanish law.
19.2. The Parties, waiving any alternative forum that may correspond to them, agree to submit any dispute related to the Framework Agreement to the exclusive jurisdiction of the courts and tribunals of the city of Madrid, such city being the place of performance of the obligations arising from the Framework Agreement.
19.3. Prisma has a customer service department to handle and resolve complaints and claims submitted by the Client in relation to the Framework Agreement or the Services in accordance with the provisions of the operating rules of such service, which are available on Prisma's website. The Client must contact such service before filing any complaint with the Bank of Spain.
The Client may access Prisma payment services through the technological interface provided by the Collaborator, RAND PROTOCOL S.L., with Tax Identification Number B42893925 (the “Collaborator”), in accordance with the Framework Agreement and this Annex. The Collaborator acts exclusively as provider of the technological environment through which the Client may interact with Prisma, limited to facilitating such access.
In no case does the Collaborator provide payment services in the name, on behalf or in representation of Prisma, nor does it participate in the execution of payment transactions, with Prisma being, in all cases, exclusively responsible for provision of the contracted services and the liability arising from them.
The Collaborator may facilitate the Client's access to the onboarding process for Prisma services through its interface and, for such purpose, may collect and transmit to Prisma the information and documentation that the Client provides for identification, due diligence and onboarding. Validation, verification and acceptance of the Client, as well as any decision regarding opening, maintaining, limiting or cancelling the payment account and the Services, shall in all cases correspond exclusively to Prisma.
The Collaborator shall not have the status of an authorized person on the Client's payment account, nor may it access, manage or use such account in its own name or on behalf of the Client. In particular, the Collaborator shall not be authorized to issue payment instructions or orders, authorize transactions, dispose of funds or execute transactions on behalf of the Client. Nevertheless, the Client may instruct Prisma, through the Collaborator's interface, to execute certain payment transactions in accordance with the Service functionalities. Such instructions shall be understood as given directly by the Client and shall be executed by Prisma, without the Collaborator having any independent decision-making or disposal capacity over the funds.
Likewise, Prisma may request directly from the Client, at any time, any additional information or documentation necessary for proper Client due diligence, data updates or compliance with applicable legal and contractual obligations.
The economic conditions applicable to the payment services provided by Prisma shall be determined and made available to the Client by Prisma, without prejudice to the Collaborator being able to communicate or display them for information purposes through its Interface.
Billing to the Client may be managed by the Collaborator.
For these purposes, the Collaborator shall limit itself to passing on to the Client the amounts corresponding to Prisma payment services, without this implying that it acts in the name or on behalf of Prisma, assumes functions inherent to a payment institution, or participates in the management or disposal of funds associated with such services.
In all cases, Prisma shall remain solely responsible for provision of payment services to the Client, while the Collaborator shall be responsible exclusively for the services it directly provides.
The Client acknowledges and accepts that any instruction, operation or transaction carried out through the Collaborator's Interface shall be understood as carried out directly by the Client before Prisma, provided it has been duly authenticated in accordance with the security procedures established for such purpose. Accordingly, such actions shall have full legal effect between the Client and Prisma, under the terms set out in the Framework Agreement. The Collaborator shall in all cases act as a mere technical channel for transmission of the Client's instructions, without participating in their content, validation or execution, and without assuming decision-making or disposal capacity over the funds.
The Client acknowledges that any contractual, commercial or economic relationship that they may maintain with the Collaborator is independent from the contractual relationship established with Prisma in relation to payment services. The Collaborator does not act as Prisma's agent or payment service provider, nor is it authorized to bind Prisma before the Client. Without prejudice to the foregoing, Prisma shall not be liable for the Collaborator's own services provided outside the scope of payment services, without limiting Prisma's liability for correct provision of such services in accordance with applicable regulations.