GTC

General Terms and Conditions of Business and Use 
Callidus Pay GmbH

§ 1 - General

1. These General Terms and Conditions apply to all legal relationships between Callidus Pay GmbH, Büchnerstr. 12, 38118 Braunschweig, Germany (hereinafter: "Callidus") and its customers regarding the brokerage of accounts via the website www.calliduspay.com (hereinafter: "Website") and the Callidus app (hereinafter: "App"). For better readability, "customer" refers to male, female and diverse groups of persons as well as companies.
2. Deviating regulations of the customer do not apply unless Callidus has confirmed this in writing. Individual agreements between Callidus and the customer shall always take precedence.
3. The business relationship between Callidus and the customer is subject to the law of the Federal Republic of Germany. In the case of consumers, this choice of law only applies insofar as the protection afforded by mandatory provisions of the law of the country in which the consumer has his habitual residence is not withdrawn.
4. The customer can call up, save and print out these General Terms and Conditions. The text of the contract is saved by Callidus after the contract is concluded, but is not made accessible to the customer.
5. The contract languages are German, English, Italian, Serbian and Croatian.
6. The place of jurisdiction is Braunschweig if the customer is a merchant or a legal entity under public law or a special fund under public law. The same applies if a customer does not have a general place of jurisdiction in Germany or the place of residence or habitual abode is not known at the time the action is filed.
7. Customers who are consumers have the option of using alternative dispute resolution. The following link from the EU Commission (also known as the ODR platform) contains information about online dispute resolution and serves as a central point of contact for the out-of-court settlement of disputes arising from online purchase and service contracts: http://ec.europa.eu/consumers/odr.
8. Duty to provide information in accordance with the Consumer Dispute Resolution Act (§ 36 VSBG): Callidus is neither willing nor obliged to participate in further dispute resolution proceedings before a consumer arbitration board.

§ 2 - Services provided by Callidus

1. Callidus uses the App to broker products from Intergiro Intl AB (publ), Box 3093, 103 61, Stockholm, Sweden (hereinafter: "Intergiro"), a licensed e-money institution supervised by the Bank of Sweden. In addition, Callidus offers its own services, such as participation in the Callidus franchise (see § 7) or the Callidus cashback system (see § 8).
2. Callidus may restrict access to its own services if the security of the website/app or the stored data and the maintenance of operations so require.
3. Downloading the app from the App Store is free of charge. Any natural or legal person is authorised to use the app and open an account with Intergiro. Natural persons must be of legal age and have legal capacity.
4. Calliduspay GmbH reserves the right to change the provider of BaaS (Banking as a Service) services, regardless of whether this change involves a change of IBAN, Swift/BIC, an increase or decrease in current prices or functions for end users, and to automatically transfer all current users to the new BaaS provider. If this change occurs, Callidus is obliged to inform all users 30 days prior to the change. If the user does not agree to this, they should cancel the collaboration and will not be transferred to a new BaaS provider. If the user does not cancel the collaboration within 30 days, he automatically accepts the continued collaboration via another BaaS provider

§ 3 - Opening an account (Private Package) with Intergiro

1. To use the app or open an account with Intergiro, the customer must book the fee-based "Private Package" and register in the app. Registration takes place by opening an account with Intergiro, for which the user must accept the fees charged by Intergiro. The user will be asked to enter the data requested there, in particular to provide their e-mail address and set a password. Until the registration process has been completed, a customer can correct their entries directly in the corresponding input fields using the usual keyboard, mouse and touchscreen functions.
2. After initial registration, the customer receives an email from Callidus with a code to confirm the registration. A confirmation field opens in the app in which the customer must enter the confirmation code in order to complete the registration. Upon successful registration by the customer, a separate contract is concluded between Callidus and the respective customer for the use of the app (hereinafter "usage contract"). Callidus confirms the conclusion of the contract of use to the customer by e-mail and sends the customer these General Terms and Conditions.
3. The Private Package includes an online account with a Swedish IBAN, a physical debit card and a virtual debit card. The account can only be opened by customers of legal age and legal capacity who are resident in the European Union.
4. The order of the Private Package by the customer constitutes the customer's offer to Intergiro to open a bank account and debit cards. The contract is only concluded and the account opened when this offer is accepted by Intergiro. Before submitting a binding order by clicking on the "Make payment" button, the customer can correct all entries at any time using the usual keyboard and mouse functions. In addition, all entries are displayed again in a confirmation window before the binding submission of the order and can also be corrected there using the usual keyboard and mouse or, if necessary, touchscreen functions. The customer must also accept these General Terms and Conditions.
5. The customer must provide various details in order to open an account. The data requested must be entered correctly. Before the account is opened, Intergiro carries out a KYC check. The KYC check is a procedure to establish the identity of the customer. The KYC check takes place online and takes a few minutes. The customer must have an official identification document ready for legitimisation. The account will be opened immediately after a positive KYC check; the customer will then receive confirmation of the account opening from Intergiro. Intergiro reserves the right to refuse to open an account, particularly in the event of a negative KYC check.
6. The contract concluded between the customer and Intergiro is governed by Intergiro's terms and conditions as well as the statutory provisions:
   – Intergiro’s General Terms and Conditions for Banking as a Service: https://www.intergiro.com/baas-terms-and-conditions,
   – Intergiro’s General Terms and Conditions for Merchants: https://www.intergiro.com/acquiring-terms-and-conditions,
   – Intergiro’s General Terms and Conditions for Merchant Card Acquiring: https://www.intergiro.com/card-acquiring-terms-and-conditions,
   – Intergiro PSP Terms and Conditions: https://www.intergiro.com/psp-terms-and-conditions.
7. The delivery period for the debit card is 7 working days from account opening and is sent directly from Intergiro to the customer.
8. Callidus expressly points out that Intergiro is solely responsible for opening the account. Callidus is not involved in the conclusion of the contract between Intergiro and the customer or in payment processing, but only provides the technical framework for facilitating the opening of the account.

§ 4 - Contract term and cancellation of the account (Private Package)

1. The duration of the contract and the cancellation of the account (Private Package) by the customer or Intergiro are governed exclusively by Intergiro's contractual terms and conditions.
2. Cancellation of the Private Package by the customer can also be made in the app using the "Cancel with Intergiro" button. In this case, Callidus is merely the receiving agent for Intergiro for the cancellation, i.e. Callidus receives the customer's cancellation declaration for Intergiro and forwards it. The customer receives an immediate confirmation of receipt.

§ 5 - Prices, value added tax, payment

1. The fees for the opening and ongoing provision of the account (Private Package) and their payment are based exclusively on the agreements between the client and Intergiro.
2. For the services offered by Callidus itself (Callidus franchise, Callidus cashback), the prices stated by Callidus in the app or on the website or in the franchise agreement apply. All prices are final prices and include VAT unless otherwise stated.
3. If a customer defaults on its payment obligations, Callidus may demand compensation in accordance with the statutory provisions.
4. Callidus always issues the customer with an invoice, which is sent to the customer in text form by e-mail or can be accessed via the customer account.

§ 6 - Callidus franchise programme

1. Selected commercial customers have the opportunity to participate in the Callidus franchise programme for a fee.
2. Participation in the franchise programme is possible through an invitation by another customer or Callidus by means of an access code.
3. Once invited, the invited customer can use the access code on the website to find out about the functions, prices and conditions of the franchise programme.
4. If the invited customer wishes to participate in the Callidus franchise programme, they must conclude the franchise agreement stored in the app by clicking on the "Make payment" button. This contract and the applicable franchise handbook govern the contractual relationship between Callidus and the customer as franchisee.

§ 7 - Callidus cashback programme

1. Every franchisee can also participate in the Callidus cashback system.
2. The Callidus cashback system enables franchisees to increase the visibility of their company by offering discounts on their products and services.
3. Every customer who has opened an Intergiro account via Callidus can use the products and services of the franchisees participating in the cashback system at exclusive discounts.
4. Detailed information as well as any costs and the conditions of the Callidus cashback system can be found in the respective franchise manual and on the app/website.
5. Participation in the Callidus cashback system takes place by means of a separate form.

§ 8 - No right of cancellation against Callidus

1. Any right of cancellation for the account (Private Package) exists exclusively in the relationship between the customer and Intergiro, in accordance with the instructions to be provided by Intergiro and the applicable statutory provisions, and in any case not vis-à-vis Callidus.
2. There is no right of cancellation with regard to the free-of-charge contract of use between Callidus and a customer who is a consumer.

§ Section 9 - Customers' duties of conduct, indemnification in the event of breaches

1. Every customer is obliged to inform Callidus immediately if there are any indications that their access has been misused. Every customer is liable for all activities carried out using their e-mail address or customer account.
2. Each customer shall, unless it is not at fault, indemnify, hold harmless and defend Callidus at its own expense against all claims, actions or proceedings brought by third parties against Callidus or its legal representatives or agents, and against all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, but not limited to, reasonable attorneys' fees and other negotiation costs) incurred by Callidus or its legal representatives or agents arising out of or in connection with any breach by the customer of these Terms and Conditions or any applicable laws, regulations or requirements relating to the use of the App. In such a case, Callidus shall notify the customer in writing of any such claims, actions or proceedings. The customer must participate as far as possible in the defence against all claims.

§ 10 - Blocking and cancellation

1. Callidus may take the following measures if there are concrete indications that a customer is violating legal regulations, the rights of third parties or these contractual conditions, or if Callidus has another legitimate interest, in particular to protect other customers:
   - Warning (warning) of customers,
   - Temporary, partial or permanent blocking of the customer.
2. Callidus may also permanently exclude a customer from active use of the app (permanent block) if the customer has provided false contact details, in particular a false or invalid email address, if the customer causes significant damage to other customers or Callidus, or if there is another important reason.
3. As soon as a customer has been temporarily or permanently blocked, they may no longer use the app with other accesses and may not submit another request.
4. Callidus reserves the right to take legal action in any case.

§ 11 - System integrity and disruption of the website

1. Customers may not use any mechanisms, software or other scripts in connection with the use of the app that may interfere with the functioning of the app.
2. Customers may not take any measures that could result in an unreasonable or excessive load on the infrastructure.
3. Customers may not block, overwrite or modify any content generated by Callidus or interfere with the app in any other way.

§ 12 - Liability of Callidus

1. Apart from liability for material defects and defects of title, Callidus is liable without limitation if the cause of the damage is based on intent or gross negligence. Callidus is also liable for the slightly negligent breach of essential obligations (obligations whose breach jeopardises the achievement of the purpose of the contract) and for the breach of cardinal obligations (obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the customer regularly relies), but in each case only for foreseeable damage typical of the contract. Callidus shall not be liable for the slightly negligent breach of other obligations.
2. The limitations of liability in the above paragraph shall not apply in the event of injury to life, limb or health.
3. If the liability of Callidus is excluded or limited, this shall also apply to the personal liability of its employees, representatives and vicarious agents.

§ 13 - Data protection

1. The collection, processing and use of customers' personal data by Callidus takes place in compliance with the applicable data protection regulations and in accordance with our privacy policy.

Status: May 2023