Terms of Service for Januar ApS

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CVR-no.: 38891294
Effective as of 11 September 2023

These terms of service (hereinafter referred to as “Terms” or “Agreement”) shall constitute a binding agreement between the Customer  and Januar ApS, a company incorporated in Denmark, registered at Gothersgade 14, 4. sal , 1123 Copenhagen K, Denmark, with company registration number (CVR): 38 89 12 94 (hereinafter referred to as “JANUAR” ) and the Customer, being any legal person or entity  either accessing an account via Januar.com including any subdomain of this website or having signed an Order Form with JANUAR (hereinafter referred to as “Customer” ).

The Customer is responsible for checking JANUAR’s company website periodically in order to review the current version of the Terms.

The Customer and JANUAR shall collectively be referred to as “Parties” and individually as “Party”.

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1. Recitals‍

1.1 JANUAR is a Danish Payment Institution.

1.2 The Customer wishes to open a payment account provided by JANUAR (the “Payment Account”).

1.3 The Customer wishes to receive, transfer and perform payments (the “Service”) through the Payment Account and the Customer wishes to assign B JANUAR the act of procurement related to the Service.

1.4 By signing up to use an account through JANUAR or signing an Order Form, The Customer agrees that has read, understood, and accepted all the terms of service contained in the Terms.

2. Our Services

2.1 JANUAR provides Payment Services, which enables the Customer to open a Payment Account to initiate and receive fund transfers to and from third-parties directly related to end Customer payments.

2.2 JANUAR may, subject to Section 6 below, as part of the Services provide API Services enable the Customer to view, initiate and/or authorize payments from its Payment Accounts with JANUAR.

2.3 JANUAR may also make other services available to the Customer. Where appropriate, these services will be provided on separate terms of service or by updating this Agreement.
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2.4 JANUAR does not provide personalised investment recommendations or investment or tax related advice.
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2.5 JANUAR does not provide deposit accounts and the Payment Account is not allowed to be used as such. This means that the purpose of all transactions doing into the Payment Account must be payments and not deposit/storage of funds.

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3. Risks

3.1 The Customer’s Account and JANUAR’s Services are provided in EUR or DKK. The Customer must take all necessary steps and apply all necessary measures to anticipate, stop and prevent any misuse of the Payment Account. The Customer must comply with all reasonable instructions JANUAR may issue regarding how the Customer can keep his Account safe.

3.2 If the Customer is obligated to collect and verify identification documentation on all its Customers in accordance with national anti-money laundering regulation, the Customer’s compliance program needs to be approved by JANUAR prior to the Customer’s onboarding, and the Customer shall immediately notify JANUAR in case a suspicion of money laundering, terror financing or any other illicit/immoral/illegal activity is suspected, identified or raised.

3.3 The Customer accepts to truthfully answer all compliance enquiries made by JANUAR, since JANUAR is a regulated entity and thus is subject to the Danish Anti-Money Laundering Act and the Danish Payment Act. Failure to deliver adequate replies or requested documentation (e.g. ID on owners or proof of source of funds), may by JANUAR’s sole discretion be considered breach of this Agreement and allow JANUAR to terminate the Agreement without further notice.

3.4 JANUAR reserves the right to exclude some higher risk industries or impose additional requirements, based on JANUAR's risk appetite and on the restrictions imposed by our banking partners. JANUAR has no control over fluctuations in the risk tolerance of its banking partners, which could potentially lead to termination of the customer relationship.

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4. Custody and Active balance

4.1 JANUAR will provide the Customer with access to a Payment Account through JANUAR’s banking partner(s).

4.2 The Payment Account allows the Customer to hold and transfer funds with his Account as described above. In general, JANUAR will combine the balance of the Customer’s Payment Account with other Customers’ balances and either hold those funds in a custodial account at a bank or invest those funds in accordance with Danish regulation. JANUAR owns the interest or other earnings on these investments. Pooled Customer funds are held apart from JANUAR’s corporate funds, and JANUAR will neither use these funds for its operating expenses nor for any other corporate purposes.

4.3 The Customer’s Account contains the balance of funds available for payments or withdrawals. When the Customer uses the Service to pay a third-party, the Customer instructs JANUAR to transfer the funds from the Customer’s Account to the recipient’s account, i.e. the account for the third party. The Customer needs to have enough balance to cover the amount of any payment he makes and the transaction fees he owes JANUAR at the time of the payment.

4.4 The Customer can use JANUAR’s platform to convert one currency into another. The conversion rate provided during conversion includes the FX Currency Conversion fee referred to in the Price List. The conversion rate is continuously updated and a final rate applied during conversion is determined after the Customer has decided to execute a conversion.

5. Payment account

5.1 JANUAR reserves the right to restrict transfers into or out of the Customer’s Payment Account.

5.2 The Customer authorises JANUAR to act in accordance with any instructions on his behalf and credit and debit his Payment Account(s) accordingly.

5.3 Only sums credited to the Customer’s Payment Account(s) shall be treated as available for payments initiated by the Customer and JANUAR will not act on an instruction from the Customer if there are not sufficient funds on the relevant Payment Account to carry out the requested Transactions. Any incoming payment shall be credited to the Customer’s relevant Payment Account(s).

5.4 JANUAR has the right to and will monitor the Customer’s transactions, account balance and general use of its payment accounts to ensure Customers comply with JANUARs terms of service and to detect and prevent financial crime including money laundering and terror financing. This is done for JANUAR to be in compliance with our regulatory requirements as a Payment Institution.

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6. API Service

6.1 Request for API Access

6.1.1 Customers wanting API access to JANUAR’s API production environment (“Production”) must apply by completing and filing the API Form . API access to the Production will enable the Customer to view, initiate and/or authorize payments from its Payment Accounts with JANUAR (“API Services”).

6.1.2 This Section 6 only applies to Customers approved for API Services.

6.2 User Access

6.2.1 To use the API Services, the Customer must register as a user (“User”) by completing the API Form and submitting the API with JANUAR.

6.2.2 Users must be employed with the Customer and 18 years of age or older.
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6.2.3 Following JANUAR’s approval of a User, the User will receive an API Key and Secret.

6.3 The API Services

6.3.1 The API Services will allow the Customer to use the Services while engaging with live data.

6.3.2 JANUAR provides the API Services on an “as is” basis without any warranty of any kind, whether explicitly expressed or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights.

6.3.3 The information and functionalities of the API Services including API endpoints may be subject to changes without notice. In case of substantial changes to API endpoints, JANUAR will to the extent possible provide a 3 months’ notice to the Customer prior to implementing such change.

6.3.4 The API Services must only be used in accordance with this Agreement and JANUAR’s guidance and documentation.

6.4 Liability

6.4.1 JANUAR has no direct or indirect liability for any loss or issue that might occur due to the customer's misuse or misinterpretation of our documentation, software, or specifications, especially when it is determined that it is a result of the customer’s own actions.

6.5 Suspension

6.5.1 After two (2) years of inactivity of a User, the User will be deactivated and terminated. Any developer organizations/teams will be deleted together with you and any members of the Customer’s organizations will have their memberships terminated in your organizations/teams.

6.6 JANUAR may suspend or terminate the Customer’s right to access the API Service and the Production in case of violation of any terms of the Agreement.

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7. Suspension of the service

7.1 JANUAR may have to suspend the Service to deal with technical changes, to conduct platform maintenance on a regular basis or to update the Service to reflect and comply with changes in relevant laws and regulatory requirements to which JANUAR is either subjected, or has decided to comply with on its own accord.

8. Intellectual property

8.1 The services and all content included in or made available through the Services, including but not limited to all copyright, trademarks, patents, service marks, domain names, trade names, rights in designs, software code, icons, logos, characters, layouts, rights in know-how, trade secrets, buttons, colour scheme, graphics and other intellectual property rights ("IP") is the property of JANUAR, its affiliates or its licensors and is protected by local and international intellectual property laws and treaties.

8.2 Subject to the terms of this Agreement, JANUAR hereby grants the Customer a limited licence to use the JANUAR platform, solely for the purpose as stated in this Agreement and in accordance with the terms of this Agreement.

8.3 The use of the Services does not grant the Customer any rights other than those granted to the Customer under these Terms. Nothing contained on our websites or any communications to the Customer shall be construed as granting, by implication or otherwise, any license or right to use any IP without our prior written consent.

9. Pricing and terms of payment

9.1 The Customer shall pay the fees for the Services in accordance with the Price list  as agreed between JANUAR and the Customer.

9.2 Late payments are subject to interest in accordance with the applicable Danish Interest Act.

10. Data protection

10.1 The policy applied to data protection is set out in the Privacy Policy.

10.2 JANUAR may be obliged to disclose Customer data to third parties such as but not limited to law enforcement, the Danish Financial Supervisory Authority and different auditors or group companies. This includes all information provided in the compliance process, including but not limited to, name, address, and account number or IBAN to the banks involved, the operators of payment and communications systems. By using the Account and the Service, the Customer authorises JANUAR to disclose the necessary data as well as associated data of  any kind  to third parties and group companies.

11. Termination

11.1 JANUAR may: (a) suspend, restrict, or terminate the Customer’s access to any or all of the Services, and/or (b) deactivate or cancel his Account if: (i) JANUAR is required by a facially valid subpoena, court order, or binding order of a government authority; (ii) JANUAR reasonably suspects the Customer  to use his  Account in connection with a prohibited use of business; (iii) Use of his Account is subject to any pending litigation, investigation, or government proceeding and/or JANUAR perceives a heightened risk of legal or regulatory non-compliance associated with the Customer’s Account activity; (iv) JANUAR’s  service partners are unable to support the Customer’s use; (v) The Customer  takes any action that JANUAR deems as circumventing JANUAR's controls, including, but not limited to, opening multiple Payment Accounts. JANUAR reasonably believes that  the Customer  is  in material breach of any term of the Agreement, including any material misrepresentation to JANUAR.

11.2 JANUAR will terminate the Customer’s access to any or all of the Services, cancel the Customer’s account and offboard the Customer from the JANUAR platform as a consequence of warnings from the side of JANUAR in case of any such activities incongruent with the Terms of Service, including but not limited to the use of the account for deposit purposes.

11.3 Further, JANUAR reserves the discretionary right to unilaterally block, suspend and/or terminate the Customer’s use of the Services, either temporarily or permanently.

11.3.1 If the Customer has failed to comply with these Trade Terms.

11.3.2 The Customer poses an unacceptable fraud and compliance risk to JANUAR, or if the Customer provides any false, incomplete, inaccurate, insufficient or misleading information in the line of business, whether this information is provided deliberately or not. The Customer also poses an unacceptable fraud and compliance risk to JANUAR, if the Customer’s transaction pattern indicates any illegal activity such as but not limited to money laundering.

11.3.3 If JANUAR suspends or closes the Customer’s Account or terminates the Customer’s use of the Services for any reason, JANUAR will provide the Customer with notice of JANUAR’s actions unless a court order or other legal process prohibits JANUAR from providing the Customer with such notice. The Customer acknowledges that JANUAR’s decision to take certain actions, including limiting access to, suspending, or closing the Customer’s account at JANUAR’s discretion, may be based on confidential criteria that are essential to JANUAR’s risk management and security protocols. JANUAR reserves the right to suspend or close any Account without prior notice or explanation to the Customer. Where legally possible, JANUAR will endeavour to swiftly supply the Customer with an explanation of any suspension or closure of Accounts, but is under no obligation to do so.

11.4 JANUAR will not be liable to the Customer for any losses that he incurs in connection with closure of our Services or suspension of his account.

11.5 The Customer is not required to provide advance notice for termination and Account closure. JANUAR will promptly proceed to the closure of the Account, taking into account operational requirements, without causing unnecessary delays.

12. Warranties

12.1 The Customer warrants that:

• the information provided to JANUAR in order to obtain User access to the platform, and API Service if applicable, is accurate and complete.
• the Customer’s use of the platform, and API Service if applicable, does not expose JANUAR to malicious software or security risks such as malware, trojans, viruses, denial of service attacks or any other material which is malicious or technologically harmful either to or via the platform, and API Service if applicable.
•  the Customer will not attempt to gain unauthorized access to any part of the platform, Production, the server on which Production resides, or any other server, computer, or database connected to JANUAR.
• the Customer will not (i) reverse engineer, reverse compile, decrypt, unmask, or reverse assemble the platform, Production or Data accessible via the API Service; or (ii) distribute, disclose, publish, market, sell, rent, lease, sublicense or assign to any third party any information to which you have access via the platform, and API Service if applicable, without prior express consent of JANUAR.’

12.2 JANUAR warrants that:

• JANUAR will perform its services and activities in compliance with all applicable laws, rules, and regulations governing financial services; and with reasonable skill, care, and diligence in accordance with industry standards.
• JANUAR will provide accurate, complete, and up-to-date information to the best of its knowledge at the time of provision, including but not limited to financial statements, reports and analyses.
• JANUAR will maintain strict confidentiality regarding all non-public information obtained from the customer and implement reasonable measures to safeguard data and protect against unauthorized access.
• In cases where JANUAR engages third-party services or products to facilitate its services, JANUAR will use reasonable efforts to ensure the reliability and suitability of such third-party services.

13. Limitation of liability

13.1 The Customer is responsible for protecting its hardware, software, data and other material from viruses, malware, and other internet security risks. JANUAR has no liability for any damages or losses that may occur as a result of the Customer’s lack of such protection.

13.2 It is the Customer’s responsibility to ensure  the security and confidentiality of all login and access credentials to JANUAR’s platform at all times and to take all necessary precautions to prevent unauthorized access, use, or disclosure of the credentials. This covers user passwords, multi-factor authentication, API key and secret and any other means of access to JANUAR’s platform. JANUAR has no liability for any damages or losses that may occur as a result of the Customer’s failure to properly secure and safeguard  credentials. The Customer has the sole responsibility for any consequences that may arise from the loss or misuse of any password, multi-factor authentication, API Key, Secret and/or other credential and releases JANUAR from any liability in this regard.

13.3 The Customer is responsible for ensuring that Users only use the platform, and API Services if applicable, in accordance with the Customer’s instructions and in accordance with the Agreement. The Customer is responsible for all Users and all actions taken by such Users.

13.4 JANUAR is committed to a high standard of data protection, information security and precision. JANUAR shall assume liability as per relevant regulations, including GDPR. JANUAR may be held liable for any losses of customer’s funds caused by malfunctions, security breaches or platform maintenance of JANUAR’s own systems. However, JANUAR will not be liable in cases of account unavailability causing potential income loss or missed opportunities.

13.5 Once the Customer creates his JANUAR account, the Customer is responsible for the activities performed. Likewise, it is solely the Customer’s responsibility to guard the Customer’s password and track any activity that occurs with the use of the password and/or in his account. The Customer is obliged to immediately notify JANUAR, if the Customer suspects any security breach, caused by the Customer or other parties. JANUAR cannot be held responsible or liable for losses or damages relating to account settings, or security breaches caused by the Customer.

13.6 As a JANUAR Customer you are responsible for the correctness of the recipient account information to which you instruct JANUAR to pay out funds. JANUAR shall not be liable for any loss that the Customer may incur as a result of entering an erroneous account information.

13.7 If incorrect payment details have been provided, the payment may be delayed or credited to a wrong account and JANUAR will not be liable for any loss incurred by the Customer, the payer or the payee and/or for any delay to the payment being made.

13.8 JANUAR’s liability for direct damages shall always be limited to the refund of eventual effective losses incurred by the customer plus the sum of the Fees to be received by JANUAR under this engagement during the period of six (6) months preceding the breach of this Agreement.

13.9 The Customer’s purchase of goods, services, digital content or otherwise from a third-party will at all times be subject to the third-party's terms and conditions and JANUAR shall in no way be liable for the actions or inactions of the third-party.

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14. Exclusion from the Danish Payment Act

14.1 In accordance with article 6 Stk. 3. of the Danish Payment Act (in Danish: “Betalingsloven”), it is agreed by the Parties that the following provisions aiming at ensuring consumer protection (B2C) shall not apply to the Services provided by JANUAR to the Customer: chapter 5 and articles 80, 82(3), 97, 98, 100-102, 104, 111, 112, 117-119 and 125 in the Danish Payment Act.

15. Event of default

15.1 If an Event of Default as listed below occurs, unless otherwise prescribed by Applicable Law, JANUAR may close the Customer’s Account, in JANUAR’s absolute discretion, with a normal notice of one month. The notice may be waived in case of serious breach of applicable regulations or order by a supervisory authority, regulator, or any such extreme circumstances.

15.2 Each of the following will be an “Event of Default”:

15.2.1 the Customer fails to pay JANUAR any fees or charges,

15.2.2 the Customer enters into liquidation or bankruptcy, whether compulsorily or voluntarily, or a procedure is commenced against the Customer seeking or proposing liquidation or bankruptcy, or the Customer is generally unable to pay his debts as they become due (or the Customer confirms so in writing)

15.2.3 the Customer becomes subject to an administration order or has a receiver or similar appointment or order are made or proceedings commenced in respect of any of the Customer’s assets;

15.2.4 JANUAR considers it necessary to prevent what JANUAR reasonably considers to be or might be a violation of any Applicable Law (including but not limited to, market abuse, gaming the system, or scalping); and/or

15.2.5 Under such conditions, the Company will freeze the Customer’s account and take such actions as are required by applicable law.

Force majeure

15.3 JANUAR shall in no case be liable for any economic loss, delay, discontinued service or failure in performance to the extent such loss, delay, discontinuity or failure is caused by fire, flood, explosion, war, strike, embargo, governmental requirements, civil and military authority, data trespass, denial-of-service (DoS) attack, pandemics, unlawful action of the Customer or any other cause beyond JANUAR’s reasonable control.

16. References

16.1 JANUAR does not endorse in any way the Customer’s product or services and Customers may not use JANUAR’s name, logo, trademarks, copyrights or any other intellectual property or business secret without prior written approval from JANUAR.

17. Miscellaneous

17.1 If any provision in this Agreement is held to be invalid or unenforceable, then this Agreement including the remaining provisions will remain in full force and effect as if such invalid or unenforceable provisions had never been included.

17.2 JANUAR may modify, suspend or discontinue, temporarily or permanently, all or any part of our Services with or without notice. JANUAR reserves the discretionary right, at any time and for any reason, to discontinue, redesign, modify, enhance, change, augment, expand, reduce, patch the software, the entire JANUAR platform, and/or the Services, including without limitation, the structure, specifications, 'look and feel', navigation, features, UX, UI, embedded functionalities, and other elements of the software and/or the Services or any part thereof. In case of major change, such as the suspension or discontinuity of a major feature, JANUAR will give, to the best of its ability and unless this is the result of supervisory request or if the changes are aimed at ensuring compliance with applicable laws, at least one week notice. The Customer agrees that JANUAR will not be liable to the Customer’s customers or to any third party (on behalf of whom the Customer may be acting) for any lack of opportunity resulting from modification, suspension or discontinuity of all or any part of our Services.

17.3 The failure of a Party to exercise any right, power or remedy provided under these Terms shall not constitute a waiver by such Party of its right to exercise any such or other right, power, or remedy.

18. Governing law and disputes

18.1 This Agreement shall be governed by and construed in accordance with the laws of Denmark, excluding its choice of law rules.‍

18.2 Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity, implementation, or termination thereof, shall be settled by the ordinary courts in Denmark with the district court of Copenhagen as chosen venue.
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18.3 Prior to any legal action, the Customer should seek resolution of the dispute by submitting a complaint to JANUAR according to its complaints policy.
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Januar ApS is regulated by the Danish Financial Supervisory Authority, FTID:22045, under the national implementation of PSD2, the Danish Payment Act, as an authorised Payment Institution. Link