Terms & Conditions

European Union

ABOUT TATRAFIN

TatraFin sp. z o.o, (W ORGANIZACJI), a company incorporated and registered in Poland with National Official Business Register number (REGON) 385824458, with its registered office address at ul. Grzybowska 87, 00-844 Warszawa, Poland.
The TatraFin Online System is a “business-to-business” Online platform available on account.brucbond.pl that allows you to use TatraFin services.

DEFINITIONS

The following terms when used in these Terms and Conditions or any document referred to herein shall have the following meaning:
Account means the Client’s noninterest bearing payment account(s) opened at the Bank (as defined below) and which will be used for the execution of the Services.
Action has the meaning as defined in Section 8.3.
Agreement means the Direct Account Agreement (signed between TatraFin and the Client) and all its appendices as well as TatraFin Terms and Conditions" and Privacy and Cookies policy. The Terms and Conditions and the Privacy and Cookies policy will be available on TatraFin's site:

https://www.brucbond.com/legal/tatrafin-privacy-and-cookie-policy

, as will be updated from time to time.
Authorized Person means a person authorized by the Client to submit Orders.
Bank means the Bank in which the Account is opened.
Civil Code means Polish Civil Code of 23 April 1964 (Journal of laws of 2020, pos. 344);
Deposit Fee means 500 units of each currency used by the Client and, if applicable, additional amount of fee required by the Bank as set forth in the Agreement, which will be deposited immediately following opening of the Account, as described in sections 5.3 and 11.7 to these Terms & Conditions.
Fee means each and every fee for TatraFin.
Force Majeure means an event beyond the control of TatraFin or, where applicable, the Bank, which prevents TatraFin from complying with any of its obligations under these Terms and Conditions, including but not limited to fires, explosions, earthquakes, epidemic, floods, war, riots, hostilities, terror, requisition, embargo, rebellion, commotion, strikes, lock outs, whether full or partial, disorder, or declaration of state of emergency by the relevant State.
Maturity Date has the meaning as defined in Section 11.1.
Services means services provided to the Client under the Direct Account Agreement.
Online System means “business-to-business” online communication platform between the Client and the TatraFin that allows the Client to submit Orders linked to the Account and to be informed of the other TatraFin Services’ performance;
Order means the Client’s instruction submitted to TatraFin in order to receive the Services in a manner as described in Section 6 (Transaction).
Power of Attorney means the power of attorney granted by the Client to TatraFin in the form indicated in the Direct Account Agreement, enabling TatraFin to render Services;
Transaction means any financial operation that result in a movement of Client’s funds to and from the Account.

SCOPE OF THE TERMS & CONDITIONS

Under these Terms & Conditions and the Power of Attorney, TatraFin will provide the Services listed in section 4 of these Terms & Conditions, and the Client shall pay the remuneration in accordance with the Direct Account Agreement. Together with the TatraFin Privacy and Cookies Policy as well as the agreement on provision of payment services concluded with you, they constitute the legal relationship between you and TatraFin. You are advised to print and keep a copy of these documents for future reference.

TATRAFIN SERVICES

TatraFin will provide the Services, and will manage the Account as follows:
assisting in opening the Account for the Client with the Bank, through which all outgoing and incoming transfers will take place;
sending bank transfers to other bank accounts either in the form of SWIFT/SEPA transfers or local bank transfers where applicable in accordance with the Client’s instructions on the Online System;
receiving bank transfers to the Account from other bank’s or payment service provider’s accounts;
collect TatraFin's fees in accordance with the Direct Account Agreement;
exchange of currency in accordance with the Bank’s policies.

Notwithstanding Section 7.1 of these Terms & Conditions if the Client requests additional Services (such as any additional payment account or additional currencies) the Client will be charged additional fees. The Client will be updated in advance about the pricing of such Services.
It is hereby agreed and understood that all Transactions are subject to the Bank’s approval for execution. For the avoidance of doubt, no Transaction will be executed and no Order will be received without consent of the Bank, even if TatraFin gave its approval to such Transaction and/or Order. Any transaction not approved by the Bank shall not be executed and shall not carry any liability of TatraFin for any damage the Client may incur by non-execution of such Transaction. The Client understands that the time of execution of the Transaction shall be subject notably to the Bank.

OPENING OF THE ACCOUNT

Before signing the Direct Account Agreement and opening the Account, Client must provide all requested information and documents to TatraFin in order to verify the appropriateness of the Client subject to the internal procedures of TatraFin. For the avoidance of doubt, TatraFin has no obligation to obtain the opening of the Account at the Bank and does not guarantee it.
Concurring to the signing of the Direct Account Agreement, the Client shall provide TatraFin with a signed Power of Attorney which shall allow TatraFin to perform the Services and shall be remitted to the Bank at the opening of the Account. This Power of Attorney is the basis of the rights granted to TatraFin to perform the Services for the Client and shall be part of the Direct Account Agreement even though it may not be signed by TatraFin.
After signing the Direct Account Agreement and obtaining approval from the Bank, the Client will transfer the setup Fee, Deposit Fee and any other account opening Fees (if applicable) as described in the Direct Account Agreement, into account within five (5) business days as of request of TatraFin for transfer. TatraFin will then transfer the Deposit Fee to own Account. The Deposit Fee will be used to cover the expenses described in Section 11.7. For that, the Client will keep such Deposit Fee in the Account at all times for every currency used by it.
Once the fees mentioned in section 5.3 are paid and/or deposited, TatraFin will grant the Client access to the Online System in order to process Transactions and follow the performance of the Services by TatraFin.
The Client will be given a unique username and password in order to access the Online System and to conduct the Transactions. One Client can have multiple usernames and passwords which will be designated to the Authorized Persons. The fee applicable for more than two usernames and passwords and will be stated in the Direct Account Agreement. Passwords will be provided to the Client after signing of the Direct Account Agreement and payments made in the manner prescribed in point 5.3 above.
For avoidance of a doubt, Parties confirm that Client can open more than one Account.
The Client has the right to change the passwords using the Online System. TatraFin will request to change the passwords automatically once in 180 days if the Client does not change the password itself during this term.
Client undertakes to ensure safety and confidentiality of the access details to the Online System and not to disclose such information to any unauthorized person. Throughout the period of this agreement the Client’s bank account tokens will be deposited with TatraFin, however such tokens will not be used by TatraFin in order to execute Client’s Orders.
In case access details to the Online System were disclosed to an unauthorized person, the Client shall immediately inform TatraFin about that and request to provide new access details to the Online System. In such event TatraFin will block any additional Transactions from being processed through the Online System until the new access details are presented to the Client.
In case of fraud or unauthorized access to the Online System as well as unauthorized Transaction, the Client must immediately, and with no delay when the Client learns about such circumstances, inform TatraFin.
TatraFin at its sole discretion has a right to unilaterally block the access to the Online System, especially in an event of the Client’s suspicious, illegal or fraudulent activities, non-compliance with this Agreement and/or due to applicable legal requirements.
The Client hereby declares that he is aware that the information reflected on the Online System may differ from the information that the Client would obtain from the Bank if he was accessing the Bank online information system. The Client shall ensure that TatraFin will have sole and entire access to the Bank online information system, in order to perform the Services and that he waives any claim against TatraFin in this respect. Should he request access to the Bank online information system, the Client shall directly address the request to the Bank. Nothing in such request to the Bank shall be construed as implicitly revoking the Power of Attorney or the Direct Account Agreement.
The Client is aware that the information of the Online System is recorded manually and that the Online System is not connected to the Bank online information system. The Client hereby waives any claim against TatraFin in the event of mistakes made on the Online System despite the thorough supervision performed by TatraFin and shall immediately contact TatraFin in the event of potential mistake appearing on the Online System in order to correct those.
The Client further acknowledges that the Online System is solely a tool set by TatraFin at his disposal and that (i) it does not replace the Bank accounting records and (ii) the information provided on the Online System is merely informative and does not bind TatraFin subject to the applicable law.
TatraFin may also decide to block the funds to be sent by or on behalf of the Client from the Account and/or return the funds sent to the Account to the respective sender in case of suspicious, illegal or fraudulent activities, non-compliance with the general terms and conditions and/or due to legal requirements. In case of such circumstances, TatraFin has a respective legal duty set in the laws to inform the competent authorities hereof. TatraFin will not be liable against the Client or any third party for the execution of its rights or obligations under this Section.

TRANSACTIONS

The Authorized Person must provide the Order through the Online System;
The Client when signing the Direct Account Agreement must provide the requested information on all its Authorized Persons.
The Order must contain all information required by the Online System in order to execute the Transaction.
The Client further acknowledges that:
the Client’s personalized security credentials will not be transmitted by the TatraFin to the Bank in the course of the above services; no authentication codes are transmitted by or through the TatraFin to the Bank;
TatraFin will log into the Bank on the Client’s behalf by using its own credentials and will be recognised by the Bank as the Client’s attorney in fact.
TatraFin executes Orders submitted by the Online System by using its own credentials to log into the banking online system on behalf of the Client.
TatraFin reserves the right to seek additional confirmation of any Order from the Client before executing the Transaction despite requirements established in Section 6.1 above.
The Client undertakes to provide the list of banks and payment services providers and their accounts it is using and TatraFin will only accept payments directly from the accounts authorized by TatraFin.
TatraFin shall have the sole discretion to decide if Client complies with its internal rules and policies for executing a Transaction from the Account or receiving transactions to the Account, and shall have the right to block a Transaction in case such requirements are not met.
It is the Client’s responsibility to check the appropriateness of all its clients that will transfer funds to or will receive funds from the Account. For any Transaction in relation to any client and anytime at the request of TatraFin, the Client must provide TatraFin with information and/or documents about its clients and the source of the funds.
TatraFin has a right at its sole discretion to refuse to execute any Order and/or Transaction when execution of such Order and/or Transaction violates or could violate the law or the activities with the Account are suspicious. In case of such circumstances, TatraFin has a respective legal duty set in the laws to inform the competent authorities hereof. TatraFin will not be liable against the Client or any third party for such action, and this shall not be considered as a breach of its obligations under the Power of Attorney.
TatraFin does not assume any liability against the Client or any third party for any consequences attributable to the time of the execution of the Transaction by the Bank or by other commercial banks. The Client acknowledges that the execution of the Transaction is done manually and is not automatic at the time of the recording of the Order.
TatraFin, at its discretion or, where applicable, under the Bank‘s request, may suspend any Transaction, without giving any reason and without liability, when Transaction is suspended under instruction of a public authority or such Transaction must be suspended due to the requirements of the laws. For the avoidance of doubt, TatraFin will not assume any liability against the Client or any third party for suspension of the Transaction based on this Section.
The Client is responsible for the accuracy of information submitted to TatraFin with the Order and must not withhold or omit any information that would render those details false or inaccurate. The Client undertakes to notify TatraFin immediately and with no delay if it becomes aware of any error or omission, or if any relevant information given to TatraFin changed in any way that might affect the Order.
The Client can revoke the submitted Order only before it is processed by TatraFin. To revoke the Order the Authorized Person must provide the order to revoke the payment through the Online System.

PAYMENTS

The compensation for the Services shall be calculated and paid by the Client to TatraFin in accordance with the applicable Fees listed in the Direct Account Agreement.
The administration of the funds in the Account will bear a fee as described in the Direct Account Agreement. Such fee may be modified from time to time and the Client acknowledges that such modification shall be considered as a change that materially affects the Client, and shall not be a cause for termination as prescribed under section 11.6.
All Transactions made by the Client under the Direct Account Agreement shall be free from and without set-off, withholdings, counterclaims or deductions whatsoever. TatraFin shall perform the Transactions in full unless required by law to make deductions including, without limitations, deductions or withholdings in respect of any taxation liabilities. For the avoidance of doubt, the Fees might be deducted by TatraFin in accordance with the Fee payment schedule provided in the Direct Account Agreement.
If the Client breaches any material obligation, the Client’s funds held in the Account may be appropriated and/or set off by TatraFin to cover any loss TatraFin may incur. The Client shall be solely responsible for satisfaction of all commissions, fees, expenses, liabilities and losses incurred by TatraFin due to the placed Order or Transaction processed in accordance with instructions provided by the Client.
The compensation for the Services does not include Bank’s fees due in connection with exchange of currency services in accordance with the Bank’s policies.
In the event the Client fails to make any payments due to TatraFin (i.e. Fees), Client shall pay interest in the amount of 0,2% of the overdue amount per day until payment of overdue amount; however such interest shall not higher than the maximum statutory interest rate per annum envisaged by the Polish law.

LIABILITY

In no event will TatraFin, its affiliates, shareholders, directors, employees and representatives be liable to the Client or any third party for any damages, losses, liabilities, costs and expenses incurred by the Client arising out of or resulting from fraud, upsets of the Online System due to the telecommunication connections and Force Majeure events.
TatraFin does not assume any liability against the Client or any third party for the funds that have been transferred to or from the Account based on the Order.
The Client will indemnify and hold TatraFin, its affiliates, shareholders, directors, employees, and representatives harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and fees of experts) arising out of any claim, suit, action or proceeding initiated by the Client against the third party or by the third party against the Client (each an “Action”). The Client will pay any settlement reached or judgment entered thereon against TatraFin and/or against any third party.
The Client will provide TatraFin with a prompt written notice upon the existence of any Action immediately when it becomes aware of it. Such notification must provide information on possibility for TatraFin to participate in the defense thereof.
Notwithstanding anything contrary in these Terms & Conditions, TatraFin’s maximum aggregate liability to the Client directly related the Services provided will be limited to the total Fees paid by the Client to TatraFin hereunder for the six (6) months period prior to the event for which TatraFin shall be liable solely for direct damage, which must be evidenced accordingly, and caused as a result of its willful misconduct or gross negligence. TatraFin shall not be liable for the benefits (lucrum cessans) that Client would have had if the damage had not occurred.
For the sake of clarity, TatraFin is neither liable for the maintenance of the Account at the Bank nor for any decision, action or omission of the Bank in respect of the Account and the funds therein, including the closure of the Account.
The Client shall indemnify and hold TatraFin harmless against any loss or damage (including costs) that may be awarded or agreed to be paid to any person in respect of a claim or action arising of (i) any breach of the Direct Account Agreement or (ii) violation of any law or the rights of a third party by the Client.

DATA PROTECTION

Personal data is processed in accordance with the requirements of the Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation). In this regard, Parties have signed Data Protection Agreement set forth in the Direct Account Agreement hereto. The Client further warrants to comply with the applicable data protection laws and regulations, including the General Data Protection Regulation (EU) 2016/679.
The Client may use trademark of TatraFin for marketing and other purposes only with a prior written approval of TatraFin. Such use of trademark will be regulated in a separate agreement.
TatraFin may use trademarks of the Clients for marketing and other purposes only with a prior written approval of the Client. Such use of trademark will be regulated in a separate agreement.

CONFIDENTIALITY

Information related to the Direct Account Agreement, the TatraFin Services, including Fees, are considered to be confidential and cannot be disclosed to any third party without a prior written consent of TatraFin.
For the period of the validity of the Direct Account Agreement and for ten (10) years after the expiry of the Agreement, the Parties are obliged to protect confidential information from illegal or accidental loss and from disclosure or presenting accessibility to any other persons unless expressly provided through prior written approval by the Parties. Having received confidential information, the Parties will not use such confidential information for any other purposes other than the proper fulfilment of obligations under the Agreement. The Parties must implement, at a minimum, the same level of protection for the confidential information as they implement for the protection of their own confidential information.
For the period of the validity of the Agreement, the Party receiving information may disclose the confidential information only to its employees, sub-contractors and/or advisors to the extent needed for the aim of executing the Agreement. The Party receiving information will ensure that the recipient of the information (employee, sub-contractor or adviser) is aware of confidentiality commitments relating to the information under the Contract and undertakes to follow properly the obligation and abide by it in the same manner as the Party receiving the confidential information.
Confidential information excludes information that: (i) is or becomes public knowledge other than as a result of the information being disclosed in breach of this Agreement; (ii) lawfully becomes available to the Client and which is not subject to any obligation of confidentiality; or (iii) TatraFin agrees in writing with the Client which information is not considered to be confidential.
The Client will make available to TatraFin any such additional information or documents, as may be required under the applicable law in order to carry out know your customer checks and similar procedures.
The confidentiality commitment is not violated when disclosure of the information is warranted by peremptory legal requirements that are mandatory for the Party disclosing the information. The Party shall notify the other Party about such disclosure in advance provided the legal norms do not forbid it and the Party shall try to disclose the information as much as it is necessary to fulfil peremptory legal requirements. The receiver will ensure, if it is possible, its confidentiality.

DURATION AND TERMINATION

Duration of the Agreement is 1 (one) year after signing of this Agreement (the “Maturity Date”). Following the Maturity Date the agreement will be automatically renewed for additional one-year periods, until terminated pursuant to below. For avoidance of doubt, no such renewal of the Agreement have any impact on effectiveness or validity of Power of Attorney, and the authorisation granted to TatraFin thereunder shall continue in full force and effect.
the Agreement may be terminated immediately by TatraFin in one of the following events:
the Client fails to make any payment to TatraFin which is due in accordance with this Agreement;
the Client is in breach of any relevant statute, law, regulation or instruction of public authority and/or any material term of the Agreement (including all Appendixes);
the Agreement becomes unlawful for TatraFin to perform for any reason;
the Client is likely to become unable to pay its debts as they becomes insolvent or any of the events specified above or anything analogous to them occurs under the laws of any applicable jurisdiction;
TatraFin in its sole discretion decides that Client no longer meets TatraFin clients’ profile, especially if an event of the Client’s suspicious, illegal or fraudulent activities, non-compliance with the Agreement and/or due to applicable legal requirements occurs;
the Client is reasonably suspected of carrying on illegal activities;
the Client breaches representations and warranties provided in the Agreement;
the Clients' account remains inactive for 3 consecutive months;
the bank agreement of the Bank with the Client is terminated, provided that if the agreement includes Services regarding more than one Account, termination of one of bank Account agreements will trigger only partial termination of the Agreement (i.e. only with regard to the relevant Account).
If the Client becomes aware of the occurrence of any event referred to in Section 11.2 above it must give TatraFin an immediate written notice.
The Client and TatraFin is entitled to terminate the Agreement with a prior 30 (thirty) days written notice given to the other party.
Upon termination of the Agreement, TatraFin shall transfer or write-off outstanding Fees from the Account and transfer the remaining funds of the Client to any other account indicated by the Client. The Client will be responsible to compensate all outstanding Fees and any other payment owed to TatraFin despite the write-off under this Section.
The Agreement can be amended or supplemented unilaterally by TatraFin which shall inform the Client in writing no later than 10 (ten) business days before any intended change goes into effect. In case the Client does not object to the proposed amendments, amendments are considered to take effect from the indicated term. In case the Client disagrees with the proposed amendments which implementation would materially affect the Client, the Client can terminate the Agreement with immediate effect without paying the fee mentioned in section 11.7 below. Should the proposed amendments have no material adverse change on the Client, its objection may be seen as a mean to terminate the Agreement and TatraFin will be entitled to apply the fees mentioned in section 11.7 below
If the Client decides to terminate this Agreement and revoke the Power of Attorney at or before the Maturity Date, it is required to cover TatraFin expenses, which amount to at least the Deposit Fee. The Parties agree that the termination of the Agreement and the revocation of the Power of Attorney does not necessarily entail the closure of the Account.
For the avoidance of doubt, if the expenses and/or losses incurred by TatraFin exceed the Deposit Fee, the Client is liable to cover all excess as described in this Agreement.

CHANGES TO THE TERMS & CONDITIONS

These Terms & Conditions and any additional terms and conditions that may apply to your and TatraFin legal relationships are subject to change. Changes will be implemented with a prior notice from TatraFin under the procedure set forth in this section.
TatraFin shall inform you in a written notice about any change of the Terms & Conditions no later than prior 5 (five) business days before the application of the intended change. TatraFin shall give notice to you of any change by sending an email to the primary email address registered with your TatraFin Online System.
In case you disagree with the change, you can terminate your concluded agreement with TatraFin under the conditions set forth in the Agreement.

COMMUNICATION

TatraFin contacts you via e-mail or mobile phone. For this purpose, you must at all times maintain at least one valid email address and one mobile phone number in your profile on the TatraFin Online System.
TatraFin communicates in English. Besides, TatraFin accepts communications made only in English.
You may contact TatraFin at any time by e-mail at info@brucbond.com, or regular mail at Grzybowska 87, 00-844 Warszawa, Poland.

FINAL PROVISIONS

These Terms & Conditions, Privacy and Cookies Policy and the concluded agreement shall be governed by and interpreted in accordance with the laws of the Republic of Poland.
If any part of these Terms & Conditions is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Terms & Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.

The Parties undertake to use their best efforts to resolve any disagreements or disputes regarding the Agreement between them in good faith and mutual agreement. The parties must seek to find a mutual agreement within three (3) months period. In case it is not possible to reach a mutual agreement, the parties may settle their dispute in the court. Any dispute, controversy or claim arising out of or relating to the Agreement or the breach, termination or invalidity thereof, shall be finally settled by arbitration under the Arbitration Rules of the Court of Arbitration at the Polish Chamber of Commerce in force on the date of commencement of the proceeding by an arbitrator appointed in accordance with the said Rules (Krajowa Izba Gospodarcza) in accordance with its Rules of Arbitration. The number of arbitrators shall be 1 (one). The place of arbitration shall be Warsaw. The language of arbitration shall be English. The Polish law shall be applicable to the dispute. The arbitration award will be binding on the parties, and may be appealed from only to the public court, in accordance with the Polish civil procedure code by submitting the appeal from the arbitration award (skarga o uchylenie wyroku sądu polubownego).

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