These Terms and Conditions of the ALEO.com platform govern your use of the Platform, as defined below, and at the same time govern legal relations between the User and ING Usługi dla Biznesu S.A. The access to the Platform and use of its functionalities should always be in compliance with these Terms and Conditions.
IMPORTANT: Accepting these Terms and Conditions means entering into a legally binding Agreement with the Operator.
ING Bank Śląski S. A., with its registered office in Katowice at ul. Sokolska 34, 40-086 Katowice, entered into the register of entrepreneurs of the National Court Register kept by the District Court in Katowice, 7th Commercial Division of the National Court Register, under the number KRS 0000005459, REGON (statistical no.): 271514909, NIP (tax Identification no.): 6340135475.
ING Electronic Banking
an e-banking system allowing electronic access to a bank account, transactions and other functionalities, maintained by the Bank.
Attachment No. 1 to the Terms and Conditions, indicating what Services are included in particular Packages and the amount of remuneration due to the Operator in relation to providing thereof.
means the day on which the Bank performs operations within Supplier Financing, and in the case when the Currency of the Service is other than PLN in relation to the LIBOR, EURIBOR Term SONIA, Term SOFR or other appropriate for a specific currency, which as well is the day on which banks with their registered offices in the main domestic market of a given currency are open for business.
a financing program offered by the Bank via the Platform, allowing the Supplier to receive payment for the indicated receivables before their due date, as well as the Buyer to finance the indicated receivables after their due date.
entities related to the Operator or the Bank or their shareholders or affiliates which constitute a capital group within the meaning of the applicable provisions of law and any other entities located in Poland or in any other country that are or will be connected financially, organisationally or personally to the Bank, its shareholders or affiliates.
a separate section of the Platform attributed to a given User, accessible by the User upon the provision of a password and an ID. Under conditions specified by the Operator in these Terms and Conditions, the Operator is entitled to allow the User to use additional IDs or passwords assigned to the account as its integral part. The account allows the User to manage User-related information and to carry out legal and factual actions ascribed to the given User.
an account for which the User’s identity has been confirmed. The confirmation of the User’s identity is optional and conducted upon request of the User.
Ultra High Risk Countries
are countries, which in accordance with the applicable regulations, are subject to sanctions of the European Union, the United Nations or the United States of America or other applicable sanctions, in particular: Cuba, Iran, Sudan, Syria, North Korea, Russia, Belarus.
ING Usługi dla Biznesu S.A. with its registered seat in Katowice at ul. Chorzowska 50, 40-121 Katowice, entered into the register of entrepreneurs at the District Court for Katowice-Wschód 8th Commercial Division of the National Court Register under KRS No. 0000408358, REGON (statistical no.): 242834901, NIP (tax Identification no.): 6342805313, e-mail address: [email protected]
an electronic document available via the Platform at https://aleo.com/pl/o-platformie/polityka-prywatnosci containing detailed information on the principles of personal data processing and protection by the Operator in connection with the operation of the Platform.
an IT system that fulfils the function of a platform, available to the Users and Non-Registered Users under the ALEO.com brand, and available particularly under www.aleo.com, owned and managed by the Operator.
Terms and Conditions
this document constituting the general terms and conditions of the Agreement entered into between the Operator and the User or Non-Registered User.
Additional Terms and Conditions
an e-document, available through the Platform, which the Operator may use to offer new services, discounts, rebates, promotions, amendments and other commercial conditions. The User’s and Operator’s rights and obligations not regulated under the Additional Terms and Conditions are specified in the Terms and Conditions. Provisions of point 19 of the Terms and Conditions shall be applied to amendments to the text of Additional Terms and Conditions.
Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ EU L. 2016, No. 119, p. 1).
means an extraordinary factual or legal event, which the Bank and the User, even with the exercise of due diligence, could not have foreseen, or could have foreseen but it was impossible to prevent, causing or likely to cause e.g. limitation or lack of liquidity, lack of quotations on the money and capital market, restrictions on the Bank’s ability to carry out transactions (e.g. international conflicts, acts of terrorism or sabotage, acts of war, revolutions, riots, social unrest, lockouts, strikes, natural disasters).
the agreement for the provision of the Services executed between the Operator and the User or the Non-Registered User upon the User’s or Non-Registered User’s approval of the Terms and Conditions.
each service, except Supplier Financing, provided by the Operator via the Platform to Users or to the Non-Registered Users.
a natural person who carries out business activity, a partner of a civil law partnership, functioning within conducted business activity, a legal entity or an organisational unit other than a legal entity having its registered office in a country other than an Ultra High Risk Country to whom the applicable legal regulations grant legal capacity and who has full legal capacity, who has registered on the Platform. Consumers within the meaning of the Polish Civil Code of 23rd April 1964 may not be Users of the Platform
a natural person who carries out business activity, a civil law partnership, a legal entity or an organisational unit other than a legal entity having its registered office in a country other than an Ultra High Risk Country that, under the provisions of the applicable law, has legal capacity and is fully entitled to undertake legal acts, who has not registered on the Platform or a consumer within the meaning of the Polish Civil Code of 23 April 1964 who uses the Platform for information purposes
- The Operator acting according to the law of Poland, EU and international law within the sanctions applied by the EU, United Nations and the United States of America, neither does get involved in any relations with subjects from the Ultra High Risk countries, as well as with subjects financially related to those countries or related to subjects from those countries or financially related with them, nor the Operator offers any services to such subjects.
The Operator enables using the Services:
- to the Users through the Account, opened in accordance with Clause 3 of the Terms and Conditions; within the full range;
- and Non-Registered Users, within the range of:
- access to the data about entrepreneurs and enterprises;
- publishing opinions about the Users.
- Entitled to create the Account is the Non-Registered User, except from the consumer in the meaning of the Polish Civil Code of 23 April 1964.
- The Account may be created only by a person authorised to make such declarations of intent within the organisational structure of the entrepreneur and having the appropriate proxy.
- In order to create the Account, the User must fill in the registration form on the Platform by entering into the form basic registration data related to the business activity carried out by the person who creates the Account, among others: taxpayer identification number, statistical number, telephone number, business name, legal form, address (street, number, postal code, town/city) and the name, surname and an e-mail address of the person creating the Account on behalf of and for the User. In order to simplify the process of creating the Account, the registration data, including the data referred to in the preceding sentence may be downloaded from publicly available national registers which provide data concerning entrepreneurs or legal entities and assigned to the created Account. In the case of a change in the data provided during the registration process, the User is obliged to inform the Operator about that change in 7 days, counting from the date of making the change, on the pain of suspension the Account according to point 11 of the Terms and Conditions, unless that change is related to the change of registration data, and it is then automatically noted by the Operator while such change is entered into the appropriate register.
- The provided address of the business activity should be identical to the address provided in the relevant register of entrepreneurs if such register exists in the country where the User has its registered seat. While the e-mail address is provided, the provided address should be the one that is used in the business activity.
- Agreement of the conditions of the Terms and Conditions is required to create the Account, during the process of registration of the Account. It can be done by checking the appropriate box and “Register” button on the registration form. Accepting the Terms and Conditions and clicking the “Register” button means accepting the Agreement.
- The person who creates the Account chooses the access password to the Account and is obliged to keep it secret.
- The Account will be activated after confirmation of its registration by the User, after clicking the registration confirmation link, which will be sent to e-mail address provided during the registration process. It is not possible to use the Account until it has been activated.
- The User may have only one Account on the Platform.
- In order to obtain the status of a holder of a Confirmed Account by the User Account, the User of the Account should confirm their identity to the Operator:
- by logging in to the User Account from SSO e-banking;
- by making a refundable money transfer from the company bank account of PLN 1 to the individual client bank account (SIMP). The process of confirmation of the identity may vary from country to country and will be determined by the Operator in the electronic communication directed to the User during the process of registration on the Platform, or after the process, or
- by concluding a Supplier Financing Agreement.
- The registration process and the confirmation process described in points 3.1 – 3.9 above are not required from Users who use the Platform by logging in from the ING Electronic Banking. However, the User may start using the Platform only after accepting the Terms and Conditions by ticking the appropriate box in the form presented to the User on the Platform during the first log in. The Account of a User who uses the Platform with the intermediary of the Electronic Banking ING is always a Confirmed Account.
- In the case of any justifiable doubts related to the accuracy of the data provided by the User according to point 3.3, the Operator reserves the right to reject creating the Account and entering into the Agreement, or in the case of the Account that has been already created, to lock out the Account and to terminate the Agreement in accordance with the rules mentioned in point . 11 of the Terms and Conditions. The Operator may request that the accuracy of such data is confirmed throughout the life of the Account.
- Any person may report an abuse concerning the existence of an Account that has been registered by an unauthorised or registered person with the use of inaccurate data including, in particular, data related to the business activity carried out by the reporting person, as well as concerning any added false opinion or violating third parties’ rights in any other way. Such abuse may be reported using the relevant contact form available on the Platform.
- If the Operator receives a report on such abuse, it will contact the reporting person. The Operator has the right to request that the reporting person provides documents that, in their assessment, will ensure credibility of the abuse report. The reporting person is responsible towards the Account User in relation to whom they have reported the abuse for any effects resulting from a report submitted groundlessly or in bad faith.
- If required by the applicable provisions of law, the User will be required in every case to provide the Operator with an excerpt from the relevant companies register and a copy of the passport or other identity document of one of the persons authorised to represent the User.
- The User shall immediately inform the Operator about loss of the access data and shall change them accordingly. The User bears the full responsibility for all of the actual and legal effects resulting from receiving the access and usage of the Account (or identifiers assigned to them) by the persons using the User’s password (or the password assigned to a specified ID), if caused by the User.
- The User shall ensure that the persons authorised by them to access the Account, including by using separate IDs or passwords assigned to the Account, have appropriate authorisations to make declarations of intent will on behalf of the User within the activities on the Platform, including activities related to using the Supplier Financing. Such declarations of intent made by persons mentioned in the preceding sentence, shall be made on the Platform only on behalf and for the benefit of the User.
- On the terms specified herein, the Operator shall provide to the Users and Non-Registered Users a service of access – by means of the Platform’s functionalities – to the data concerning legal entities or natural persons conducting business activity, from at least public registers (including the National Court Register [KRS] , the National Official Register of Economic Entities and the Central Registration And Information On Business [CEIDG] as well as the Financial Portal operated by the Ministry of Justice); legal persons and natural person whose data is made available by the means of the Platform, do not have to be the Users. The data constituting public sector information is processed in a manner consisting in placing it on the Platform in a document template specified by the Operator: it is possible within the service to download the data, access to which is possible with the functions of the Platform.
- The Operator processes the data referred to above – including personal data within the meaning of the GDPR – as the controller of the data – exclusively with respect to the data from publicly available sources, including data being required to be entered to public registers. Regarding the source of the data, the data is made available for information (reference) purposes only and may contain errors, inaccuracies or other shortcomings for which the Operator is not liable to the broadest extent possible that is permitted by the applicable law. Particularly, the data presented by the Operator should not be a sole basis of any business decisions or any other decisions, as well as it cannot be treated as a recommendation to take any actions or fail to act, particularly to start or stop business relations or any other relation.
- The data referred to in point 4.1. above, including personal data, is processed for information purposes, related to the distribution of information concerning the running a business, based on the legitimate interests of the Operator. More information on the legitimate interests of the Operator is available in the Privacy Statement.
- For all matters relating to the processing of personal data, including data derived from public records, and in particular the exercise of rights relating to the processing of personal data, the Operator’s designated Data Protection Officer may be contacted via e-mail address: [email protected] or in writing to the Operator’s registered office address (preferably marked “GDPR”)..
- More information about processing of personal data, including data derived from public registers, is available in the Privacy Statement.
- The User and the Non-Registered User undertake to use the functionalities referred to in point 4.1 in a manner which does not interfere in any way with the operation of the sources that provide data that may be obtained by means of the Platform as well as with the operation of the Platform itself.
- The Operator provides the Users with possibility to use, through the Platform, the Supplier Financing, provided by the Bank.
- The conditions under which the Supplier Financing is available within the Platform, are specified in Attachment No. 1, which forms an integral part of the Terms and Conditions.
- Under the rules of the Terms and Conditions, the Operator makes available publishing opinions about other Users and Non-Registered Users to the Users and Non-Registered Users. The Operator makes it possible to evaluated Users to respond to the opinion by adding a comment. The opinion and response to the opinion published by the User, as well as the opinion of a Non-Registered User is public and available on the Platform.
- An opinion as well as a response to the opinion published by the User may be marked as an opinion coming from an entrepreneur. Such marking of opinions entails the need to indicate the NIP number (tax Identification no.) and e-mail address during the opinion process. In order to publish a private opinion by the User on the Platform, the User is obliged to specify an e-mail address and designation of the person who publishes the opinion like name and last name or a pseudonym.
- An opinion issued by a Non-Registered User may be published on the Platform only as a private opinion. The rules regarding private opinion published by a User are used for the Non-Registered User’s opinion.
- A User issuing an opinion or a response to an opinion, as well as the Non-Registered User issuing an opinion, accepts the rules that the data mentioned in point 2 above will be published on the Platform next to the text of the opinion or response to the opinion.
- Users and Non-Registered Users are fully responsible for the content published by them.
- The opinion, as well as the response to the opinion, issued by the User, shall each time be identified with the name of the User and name and last name of the person who issues the opinion or responding to the opinion.
- Adding marketing and advertising content, as well as offensive, vulgar and any other content violating the rights of third parties or commonly applicable regulations in the opinions or responses to the opinions, is strictly prohibited.
- Point 3.13 of the Terms and Conditions is applied accordingly to references to opinions published by Non-Registered Users.
- In order to preserve transparency of the Platform, particularly to make available responses to opinions, the Operator will inform the assessed person about the publication of opinion thereon. Users as well as Non-Registered Users acknowledge and accept that the content published by them is not anonymous and, given its subjective nature, should not impair the rights of the subjects of the opinion.
- It is possible to post information, including updates concerning the User within the User’s Account profile which is public on the Platform.
- The User, as well as the Non-Registered User, may not, within their activities on the Platform, and in particular the activities referred to in point 6 publish content (including, but not limited to, pictures, text, documents or other materials or information) that violate the provisions of the applicable law, third party rights, the principles of social coexistence, is harmful, offensive or otherwise inappropriate. If the Operator is notified about such violation, the Operator reserves the right to remove such content, block access to it, lock out the Account or terminate the Agreement with the User with immediate effect.
- The Operator has no technical and organisational capability to monitor or verify on a constant and regular basis the content uploaded by Users or Non-Registered Users to the Platform. If a User a Non-Registered User or any other person or entity discover that the content, particularly opinions, uploaded by a User or Non-Registered User may violate point 11.2 above, or any other provisions of these Terms and Conditions, they should contact the Operator through the contact form available on the Platform. In case where the notification mentioned in the previous sentence is placed on behalf of another person, the person who submits it is obliged to provide the Operator with a relevant power-of-attorney in writing or other valid authorisation to represent this person, without undue delay.
- Users or Non-Registered Users are obliged to use the Platform in accordance with applicable laws, these Terms and Conditions and the Additional Terms and Conditions, if such have been issued and accepted, as well as with good habits. In particular, it is forbidden to perform any actions, aimed at or resulting in hindering or preventing other Users or Non-Registered Users from using the Platform or any of its functionalities. Any misuse of the Platform’s functionalities is prohibited. It is prohibited to send internal messages, offers, invitations or e-mail messages in quantity or in a manner not justified by the normal use of the Platform or in a manner likely to cause a nuisance to other Users, Non-Registered Users or the Operator. The Operator is entitled to transfer e-mail messages and other information sent by the User through the Platform not in accordance with the Terms and Conditions to the box marked “Spam” or remove them, if the addressee of the message has decided so, marking the communication sent by them to a particular User as “Spam.”
- The Operator is the controller of Users’ personal data (provided and generated during the process of Account creating and while using the Platform, among others the information about activity of the User on the Platform), as well as the personal data Non-Registered Users (made available on the Platform).
- Users’ personal data is processed in order to conclude and perform the Agreement as well as for purposes concerning conducting statistical surveys, analytical and User satisfaction research, as well as for other purposes specified in the Privacy Statement. Personal data of Non-Registered Users is processed in order to use the Platform, among others regarding adding an opinion on the Platform, as well as for other purposes specified in the Privacy Statement./li>
- The Operator can process Users’ personal data and personal data of Non-Registered Users for the purposes of direct marketing of products and services, including using of profiling operations, under the rules specified in the Privacy Statement.
The legal basis for processing of personal data of Users and Non-Registered Users is as follows:
a) necessity of processing to conclude and perform the Agreement (among others communication with Users);
b) compliance with the Operator’s legal obligations, including the ones resulting from the act on provision of the electronic services (among others review of complaints and reporting of abuse on the Platform);
c) rpursuance of legitimate interests of the Operator (among others communication with Non-Registered Users through the websites, including chat);
d) pursuance of legitimate interests of the Operator and other ING Group companies (which means presentation of their products and services) and additionally an agreement – regarding electronic and phone communication channels in connection with direct marketing of products and services.More information about the legal bases of processing of personal data by the Operator, including legitimate interests pursued by the Operator, is available in the Privacy Statement.
- The User’s personal data shall be stored for the duration of the Agreement and, after its termination, until the statute of limitations for claims relating to the Agreement (this period results from the Polish Civil Code or other legal regulations, e.g. the Polish Tax Code). Personal data of Non-registered Users is stored until the statute of limitations for claims related to the use of the Platform.
Personal data of Users and Non-Registered Users may be transferred to:
a) entities acting under the law (public authorities), including but not limited to the Public Prosecutor’s Office, the Police and the Tax Office – in connection with the fulfilment of legal obligations incumbent on the Operator (e.g. in connection with abuses that may have occurred on the Platform);
b) entities providing IT services to the Operator or other ING Group companies (e.g. website hosting) – to the extent necessary for the provision of those services;
c) the Bank – in connection with the use of Supplier Financing, including for the purpose of carrying out debt financing transactions and for the Bank’s invoicing for the services provided.More information on the Operator’s transfer of personal data, including transfers outside the European Economic Area, is available in the Privacy Statement.
- The use of the Platform is voluntary. However, the provision of personal data in connection with the creation of an Account is necessary for the conclusion and subsequent performance of the Agreement – without the provision of personal data, it is not possible to conclude and perform such an Agreement.
- In connection with the processing of personal data, Users and Non-Registered Users have certain rights, including: (i) the right of access to personal data concerning the User (Non-Registered User); (ii) the right to rectification of that data; (iii) the right to erasure of that data, (iv) the right to restriction of processing of that data; (v) the right to portability of that data; (vi) the right to object to the processing of that data (to the extent that the processing of personal data is based on the exercise of legitimate interests); (vii) the right to withdraw consent at any time (to the extent that the processing of personal data is based on consent) – under the terms of the data protection legislation, including the provisions of the GDPR.
- Users and Non-Registered Users have the right to lodge a complaint with a data protection supervisory authority.
- For all matters relating to the processing of personal data, in particular the exercise of the Users’ and Non-Registered Users’ rights in relation to the processing of their personal data, the Operator’s designated Data Protection Officer may be contacted via email at [email protected] or in writing to the Operator’s registered address (preferably marked “GDPR”).
- More information on how to exercise Users’ and Non-Registered Users’ rights in relation to the processing of their personal data is available in the Privacy Statement.
- The User is obliged to fulfil, on its own, all obligations, including disclosure obligations, provided for in data protection legislation, including the provisions of the GDPR, in relation to the persons whose personal data it processes – using the Platform – as a data controller independent of the Operator.
- The Platform makes it possible to send an invitation message to use the Platform to a person who is not a User. Whenever a User sends an invitation to register on the Platform, they must ensure, insofar as this provision is applicable, that they have the appropriate legal basis for sending information to the e-mail address used by that person in accordance with the applicable legal regulations.
- The role of the Operator is solely to provide the mechanisms to handle Supplier Financing and the proper functioning of the Platform. The Operator shall not be liable for the actions, omissions of Users or statements made by Users to other Users, including opinions sent by Users to the Platform. The Operator does not verify or guarantee the content of the declarations of intent or knowledge submitted with regard to their validity and compliance with the law.
- The Operator shall use its best endeavours to maintain the continuity of the Services and the Supplier Financing service.
- Users should always check received files with an anti-virus software.
- The Operator shall apply due diligence to verify the identity of Users only under the procedures described in point 3 of the Terms and Conditions.
- By making certain materials and descriptions of products or services available within an Account, as well as published opinions, Users declare that they have the necessary rights, in particular the economic copyright they own or the licences they have been granted, to make works related to the products or services they offer available on the Platform. Users are solely responsible for infringements resulting from their failure to hold the relevant authorisations.
- Any signs identifying ING Group entities (in particular trademarks) may only be used by Users with the prior written consent of the Operator under pain of invalidity.
- The Operator does not monitor or verify the Users’ authorisations, permits or licences.
- The Operator has the right to block or delete any opinion or other content entered by Users. In this case, the Operator shall notify the User of the action taken via the Platform.
- The limitation of liability shall not apply to cases of mandatory statutory liability, in particular under the law on liability for product defects, liability for accepted warranties and liability for intentional or negligent deprivation of life, bodily injury or damage to health.
- The Operator shall not be liable for any tax consequences of the use of the Platform borne by Users, including in particular the consequences of Users taking advantage of any promotions and trial periods offered by the Operator.
- Any complaints regarding the operation of the Platform should be addressed to the e-mail address [email protected]. The message shall contain the following details:
a) first and last name or name of the User,
b) a detailed description of the situation.
- The Platform, as well as other materials (including but not limited to text, graphics, summaries of information including, offers and auctions, product catalogue and others) created by the Operator or ING Group entities and made available on the Platform, may constitute a work within the meaning of Article 1 of the Act of 4 February 1994 on copyright and related rights, or a database within the meaning of Article 2(1)(1) of the Act of 27 July 2001 on the Protection of Databases, and as such are subject to legal protection.
- Users, as well as Non-Registered Users, may use the works or databases on the Platform, as well as other materials referred to above, only to the extent necessary for the performance of the Agreement, including the use of the functionalities of the Platform.
Subject to point 10.2 above, Users and Non-Registered Users are in particular not entitled to:
a) within the scope of recording and multiplication of works – produce copies of works by a specified technique, including printing, reprography, magnetic recording and digital technique;
b) trade in the original or counterparts on which the work is recorded – marketing, lending or rental of the original or counterparts;
c) within the scope of dissemination of the work in a manner other than specified in point 10.2 – display, reproduce as well as make the work available to the public in such a way that everyone can have access to it in a place and at a time chosen by themselves,
d) multiply computer software permanently or temporarily in whole or in part with any means and in any form; to the extent such multiplication is required for uploading, displaying, application, transferring and storing of the computer software, those activities require the consent of the Operator or another entity;
e) translate, adapt, rearrange or make any other alteration to computer software, while retaining the rights of the person who made such alterations;
f) distribute, including loaning and hire, the computer programs or copies thereof.
- Pursuant to Article 7 (1) of the Act on the Protection of Databases, the Operator hereby declares that it does not permit Users and Non-Registered Users to download or re-use for any purpose whatsoever a substantial part, in terms of quality or quantity, of any database of which the Operator is the producer.
- The Operator declares that, in the event of any infringement of its rights to the Platform, including the materials indicated in point 10.1 of the Terms and Conditions, it shall make full use of its rights under the Act on Copyright and Related Rights, the Act on the Protection of Databases, the Industrial Property Law, as well as under the Act on Combating Unfair Competition of 16 April 1993 and other acts.
The Agreement between the User and the Operator shall terminate as a result of:
a) the submission of a notice of termination of the Agreement by the User with a 30-day notice period;
b) the submission of a notice of termination of the Agreement by the Operator with a 30-day notice period;
c) the termination of the Agreement by the Operator under the terms of point 11.2 of the Terms and Conditions.
The Agreement with the User may be terminated by the Operator with immediate effect if the Operator finds:
a) an infringement referred to in point 7.2 of the Terms and Conditions,
b) that the User has provided false registration data or has failed to update such data in the event that such data has changed,
c) a breach of the prohibition on providing unlawful content, including content that infringes the exclusive rights of third parties, in particular in the case referred to in point 7.4 of the Terms and Conditions,
d) a breach by the User of the provisions of point 7.4 of the Terms and Conditions, including actions by the User aimed at or resulting in disruption to the operation of the IT system on which the Platform is based, or which may cause difficulties in the use of the Platform by the Operator, other Users or Non-Registered Users,
e) trade in materials exempted by applicable law or operate without the applicable authorisations or concessions,
f) other activities by the User that may cause damage to other Users or the Operator.
g) e-mails, offers, invitations and requests for proposals are sent to other Users in violation of the Terms and Conditions,
h) the fact that the User registered on the Platform is established, controlled, or represented, directly or indirectly, by an entity or person established or domiciled in one of the Ultra High Risk Countries, as well as in the event that the aforementioned entities or persons are on the sanctions list imposed by the European Union, the United States of America or the United Nations,
i) a breach by the User of the rules of social coexistence and good commercial practice,
j) a breach by the User of the rules for submitting opinions or responses to opinions, in particular by including marketing or advertising content, as well as content that is offensive, vulgar or otherwise in breach of the rights of third parties or of generally applicable law.
The Operator shall inform the User of the termination of the Agreement in this manner by sending a message directly to the e-mail address indicated by the User. The termination of the Agreement shall be tantamount to disabling the User from using the Account.
The Operator has the right to lockout the User’s account if the Operator suspects:
a) that the circumstances indicated in point 11.2 of the Terms and Conditions occur which justify termination of the Agreement with immediate effect; or
b) that the User Account is used by an unauthorised person.
In the event the Account is locked out, the Operator shall inform the User by sending a message directly to the e-mail address indicated by the User, specifying the reasons for the lockout and shall immediately take action to clarify the suspicions, which should be completed within 30 working days. For the purpose of calculating the aforementioned time limit, no account shall be taken of periods of time during which the Operator waits for information or clarification requested by the User of the Account that has been locked out and which are essential for the clarification of suspicions.
Upon expiry of the aforementioned period, the Operator shall restore the User’s access to the Account or terminate the Agreement pursuant to point 11.2 of the Terms and Conditions.
- When the Account is locked out, it is not possible to log in to the Account. In order to remove the lockout, the User should contact the administrator of the Platform.
- If an Account is locked out for the reasons set out in the Terms and Conditions or the Agreement is terminated for the reasons set out in point 11. 2 above, the User whose Account has been locked out or with whom the Agreement has been terminated and the User who uses Supplier Financing may not raise any claims, including claims for damages or loss of profit against the Operator or any ING Group entity to the extent permitted by applicable law with respect to the Account lockout, the termination of the Agreement or the use of Supplier Financing, if the Operator has taken action to clarify the circumstances which formed the basis for the Account lockout within the period indicated in point 11.3, and immediately after their completion restored the User’s access to the Account or terminated the Agreement pursuant to point 11.2.
- The Agreement between the User and the Operator shall terminate as a result of:
- Complaints concerning non-performance or improper performance of the Services by the Operator shall be sent to the Operator via the contact form available on the Platform and shall contain the User’s data such as: name and surname or name of the organisation, description of the situation giving rise to the complaint and the proposed resolution of the complaint.
- The Operator shall respond to the complaint within 21 days of receipt or, in the event of receipt of a complaint that does not meet the requirements indicated in point 12.1 or does not contain the necessary information to review the complaint, the Operator shall request additional information from the User regarding the complaint and shall review the complaint within 21 days of receipt of such information.
In order to use the Platform, it is necessary for the User to have an ICT device with access to the Internet and to use one of the following web browsers:
· Mozilla Firefox versions 52, 60 i 67 - 69,
· Google Chrome versions 49 i 71 - 77,
· Apple Safari versions 11, 12,
· Microsoft Edge versions 17 i 18,
· Opera versions 62,
· Samsung Internet versions 9.2, 9.4, 10.1.
- Users are obliged to adapt the uploaded image files to the format required by the Platform. Such images can be automatically modified by the Platform’s IT mechanisms.
- In order to use the Platform, it is necessary for the User to have an ICT device with access to the Internet and to use one of the following web browsers:
- The Operator shall be entitled to amend these Terms and Conditions by way of notification to the Users by means of an internal message addressed to the Users via the IT mechanism of the Platform to the User’s Account, or by sending a message directly to the e-mail address indicated by the Users. The Operator shall send a notice of amendment to the Terms and Conditions at least 5 (five) business days prior to the effective date of the amendment. The notification of amendments to the Terms and Conditions shall specify the effective date of the amendment.
- Failure by the User to declare their disagreement with the amendments within 5 (five) working days of the new Terms and Conditions being made available. The Operator shall separately communicate amendments to the Terms and Conditions to the Users.
- Amendments to the Terms and Conditions do not affect activities carried out under the previous Terms and Conditions, in particular in relation to the Supplier Financing service.
- If the User declares their disagreement with the amendments to the Terms and Conditions, the Agreement shall terminate on the expiry of the effective date of the new Terms and Conditions, whereby the rejection of the amendments to the Terms and Conditions prevents the execution of activities under Supplier Financing, particularly the submission of Purchase Instructions. The provisions of point 11 of the Terms and Conditions shall apply accordingly.
- Information published by the Operator on the Platform, including by means of text communication (“chat”) with Users or Non-Registered Users, does not constitute an amendment to the Terms and Conditions. In the event of any discrepancy between the information published by the Operator on the Platform (including chat communications) and the Terms and Conditions, the provisions of the Terms and Conditions shall apply in the first instance.
- In all matters not provided for in these Terms and Conditions, the relevant provisions of Polish law shall apply.
- The Operator and the User may assign the rights under the Agreement to any third party without the User’s consent.
- The competent courts of law shall have jurisdiction to examine claims arising from these Terms and Conditions. If the choice of court pursuant to the first sentence of this paragraph is for any reason deemed ineffective (of no legal force), all disputes arising out of or in connection with these Terms and Conditions, including disputes concerning the existence, validity, effectiveness and interpretation of the Terms and Conditions shall be finally settled by the Court of Arbitration at the Polish Chamber of Commerce in Warsaw in accordance with the rules of that Court. The arbitration shall take place in Warsaw (Poland). Polish shall be the language of the arbitration proceedings and the award shall be final and binding on the User and the Operator or the Bank. The arbitrators shall interpret these Terms and Conditions in accordance with Polish law.
- If any existing or future provision or part of a provision of the Terms and Conditions is held to be invalid or unenforceable in whole or in part for any reason now or in the future, its invalidity or unenforceability shall not affect the enforceability of the remaining provisions of these Terms and Conditions. These Terms and Conditions shall be interpreted in accordance with the law as if the unenforceable provision had never been included herein, and the Operator and the User shall enter into negotiations in good faith to reword such provision to make it enforceable and effective and to reflect the intent of the Operator and the User at the time the Terms and Conditions were signed.
- The Central European Time shall be the applicable time for all activities, including transactions and other operations carried out by the Operator, Users or Non-Registered Users using the Platform.
- The Polish version of the Terms and Conditions is the only binding version. For the avoidance of doubt, any other language versions are published by the Operator solely for the convenience of the Users and are not binding.
- The Terms and Conditions come into force on 28.07.2022.
- The following appendices form an integral part of the Terms and Conditions:
Total Financing Cost
the cost borne by the Supplier resulting from the execution of an order for receivables financing, charged and collected in accordance with the rules described in point 4 of this Attachment.
A User who is a supplier of goods or services offered to Buyers and, at the same time, is a creditor for the resulting receivables registered and confirmed on the Platform in connection with Supplier Financing.
A financing order for a specific receivable registered and confirmed on the Platform, submitted under Supplier Financing. A Purchase Instruction may be submitted by:
- a Supplier – by accepting the terms and conditions of financing the receivable before its due date and sending an electronic financing instruction to the Bank via the Platform, or
- a Buyer – by registering and confirming within the Platform a designated receivable before its maturity date, in which case the instruction will be executed by the Bank on the maturity date of the receivable by extending the deadline for payment by the Buyer to the Bank.
As a result of the Purchase Instruction, the Bank will transfer the funds to the bank to the account number indicated on the relevant Purchase Instruction.
A User who is a buyer of goods or services offered by Suppliers and, at the same time, is a debtor for the resulting receivables registered and confirmed on the Platform in connection with Supplier Financing.
the document available on the Platform containing the rules for the submission and execution of a Purchase Instruction by a Supplier under Supplier Financing. Its acceptance by the Supplier is required before any Purchase Instruction is submitted by the Supplier.
Supplier Financing Agreement
An agreement for the purchase of receivables by subrogation, concluded between the Buyer and the Bank, setting out the rules for the use of Supplier Financing, including the amount of the limit granted, the currencies of the receivables accepted for financing, the pricing conditions, the details of the persons authorised to handle Supplier Financing on the Buyer’s side.
- Supplier Financing is a financial service provided by the Bank, using the functionality of the Platform, on the basis of a Supplier Financing Agreement. The Agreement gives Suppliers the opportunity to obtain funds for receivables registered and confirmed on the Platform to which they are entitled from Buyers before their due date, and Buyers the opportunity to extend the deadline for payment of such receivables.
- The Supplier’s ability to submit Purchase Instructions on the Platform is subject to the following conditions:
- The Supplier is a User with a Confirmed Account;
- The Supplier with the Buyer have entered into a relationship on the Platform enabling the exchange of transaction data;
- The Supplier has provided the Bank – if so requested by the Bank – with up-to-date registration documents for its business activity, an excerpt from the CEiDG, KRS or relevant foreign registers, respectively, a bank statement from the Supplier’s business account for the period indicated by the Bank or an invoice or any other document enabling unambiguous identification of the Supplier, and the Bank has confirmed them and accepted the User (User accepted by the Bank).
The Buyer’s ability to submit Purchase Instructions on the Platform is subject to the following conditions:
- The Buyer is a User with a Confirmed Account;
- Under the Supplier Financing Agreement, the Buyer is entitled to submit Purchase Instructions (agreement status as “active”).
General terms and conditions of disbursement and purchase of receivables by the Bank
- Only receivables evidenced by an invoice or equivalent document, confirming the existence of the receivable, registered and confirmed on the Platform, which meet the following requirements, shall be financed by the Bank:
- they are indisputable, not due and not time-barred; and
- they are not subject to redemption by another purchaser or encumbered by the rights of third parties, which is confirmed each time with regard to a specific receivable via the Platform: by the Buyer confirming the receivable and by the Supplier by submitting a Purchase Instruction.
- Receivables can be registered via the Platform by the Buyer and the Supplier unless the Buyer blocks the possibility for a designated Supplier to do so.
- The condition for the payment for a receivable to the Supplier is that it is confirmed by the Buyer via the Platform – in whole or in part. If the Buyer confirms a part of the receivable, the Bank will transfer the funds to the Supplier’s bank account for the part confirmed by the Buyer.
- The Bank shall not be obliged to finance the indicated receivable. The Bank shall inform the Buyer, via the Platform, at the latest on the date of its payment resulting from the invoice or equivalent document, that it will not transfer the funds to the Supplier.
- The transfer of funds to the account of the Supplier’s bank results in the Bank’s accession to the rights of a creditor within the meaning of Article 518 § 1 (3) of the Polish Civil Code, in the full amount of the financing amount, despite the Bank’s collection of the Total Financing Cost.
- Only receivables evidenced by an invoice or equivalent document, confirming the existence of the receivable, registered and confirmed on the Platform, which meet the following requirements, shall be financed by the Bank:
Purchase of receivables by the Bank and transfer of funds to the Supplier’s bank account under the Purchase Instruction submitted by the Supplier
- When submitting a Purchase Instruction, the Supplier each time submits a Supplier Statement and represents as follows:
- it acts as a duly represented entity and the declarations made are valid and legally effective both vis-à-vis the Bank, the Buyer and third parties;
- it accepts that the Bank’s purchase of receivables is governed by Polish law;
- it accepts that all settlements and the communication of information and documents related to the financing request for the indicated receivable will take place exclusively through the Platform;
- it accepts the amount of the Total Financing Cost indicated by the Bank.
- the account number indicated in the Purchase Instruction is on the list of entities referred to in Article 96b(1) of the Value Added Tax Act (the so-called VAT Payer White List). If an account is provided which, contrary to the declaration contained in the paragraph above, is not on the so-called VAT Payer White List, the Bank may make a notification to the competent Head of the Tax Office, pursuant to the provisions of tax law.
- On the payment for of any debt owed to the Supplier prior to maturity, pursuant to a Purchase Instruction, the Bank shall charge and collect the Total Financing Cost, deducting it from the amount of the financing.
- The Total Financing Cost, as indicated to the Supplier on the Platform, each time, separately for each Purchase Instruction submitted, consists of:
- the currency-specific 1M average reference rate, from the month preceding the transfer of funds to the Supplier’s bank account, or the currency-specific reference rate from two business days prior to the transfer of funds to the Supplier’s bank account, plus the Bank’s margin specified in the Supplier Financing Agreement,
- the percentage or amount of commission on the confirmed amount of financing, if stipulated in the Supplier Financing Agreement; and
- the margin of the Buyer, insofar as it has been stipulated by the Buyer.
- The Total Financing Cost will be increased by the amount resulting from the application of the applicable VAT rate, expressed in PLN.
- For each receivable financed under Supplier Financing, the Buyer is entitled to include the Buyer’s margin, which is one of the components of the Total Financing Cost, which, in the event that the Supplier orders the financing of that receivable, constitutes the Buyer’s potential revenue, in accordance with the provisions of the Supplier Financing Agreement.
- When submitting a Purchase Instruction, the Supplier each time submits a Supplier Statement and represents as follows:
Purchase of receivables by the Bank and transfer of funds to the Supplier’s bank account under the Purchase Instruction submitted by the Buyer
- The Purchase Instruction submitted by the Buyer shall be executed in accordance with the terms of the Supplier Financing Agreement entered into by the Bank with the Buyer.
Disclosure of data in connection with Supplier Financing
- Under the terms of the Terms and Conditions, the Operator shall provide Users who are Buyers and Suppliers using Supplier Financing with a service consisting of enabling access, including downloading via the Platform’s functionality, of data concerning business transactions carried out between the parties (including information concerning receivables registered on the Platform), as well as data relating to the business activities carried out by Buyers and Suppliers (including tax identification numbers, e-mail addresses, telephone numbers and addresses).
- DThe data referred to in point 1 above, including personal data, shall be processed by the Bank, as the controller of such data, for purposes related to Supplier Financing, including for tax purposes related to the financing provided. More information on the Bank’s processing of personal data is available at https://www.ing.pl/indywidualni/tabele-i-regulaminy/regulacje/ochrona-danych-osobowych.
- By submitting a Purchase Instruction, the Supplier and the Buyer, respectively, authorise the Operator to provide the Bank with all information necessary for the use of Supplier Financing, including the execution of the receivable financing transaction and the issuing of an invoice by the Bank for the services provided (including the details of the person responsible for the execution of the transaction), and also authorise the Bank to provide such information to the counterparty (the other contractual party) under Supplier Financing.
- By submitting a Purchase Instruction, the Supplier and the Buyer, respectively, authorise the Bank to provide the Operator with all information relating to Supplier Financing, including information relating to the Supplier (Buyer) which constitutes a bank secret within the meaning of Article 104(1) of the Banking Act, for the purpose of offering, concluding and performing the services provided by the Operator.
- The User using Supplier Financing declares that it has familiarised itself with the controller’s information on the Bank’s website, which constitutes the Bank’s fulfilment of its information obligation under Article 14(1) and (2) of the GDPR in relation to the Bank’s processing of the User’s personal data upon receipt thereof from the Operator.
Supplier Financing Fees
- With respect to Supplier Financing, the Buyer shall pay to the Bank the fees that are set out in a separate Supplier Financing Agreement concluded by the Bank with the Buyer and charged by the Bank under the terms and conditions indicated therein.
- On account of Supplier Financing, the Supplier shall bear the Total Financing Cost for the benefit of the Bank, the amount of which is indicated in the Supplier Financing module available on the Platform prior to the Supplier submitting a receivable for financing; the amount of the Total Financing Cost is charged in accordance with the rules described in the Terms and Conditions and in the Supplier’s Representation.
The rules of issuing invoices under Supplier Financing
- The Bank will invoice Buyers and Suppliers for financing under Supplier Financing.
- The invoice will document the Bank’s fees for all receivables purchased by the Bank during the relevant billing period.
- The Bank shall issue and send invoices to the Supplier in electronic form in PDF format, signed with a secure electronic signature verified with a valid qualified certificate, maintaining the authenticity of their origin and integrity of their content, as well as legibility of these invoices in the meaning of Article 106 m of the Tax on Goods and Services (VAT) Act of 11 March 2004
- FThe invoices will be sent to the Supplier’s e-mail address indicated on the Platform in the Supplier Financing module as the address to be used for this purpose (resulting from the company details provided on the Platform), at the frequency indicated by the Supplier on the Platform. The e-mail address for service should be the address of a mailing group containing more than one recipient.
- The Supplier has the option to change both the e-mail address and the frequency of sending electronic invoices on the Platform, with the changes taking effect from the next billing period.
- Invoices to the Buyers will be issued and delivered in accordance with the provisions of the Supplier Financing Agreement.
- In the event of a change of the data necessary for the Bank to correctly issue and deliver invoices, the User undertakes to immediately communicate the current data using the functionality of the Platform (by changing the e-mail address on the Platform), by e-mail to the Bank’s e-mail address or by telephone or in another form agreed with the Bank.
- The Bank shall not be liable for the ineffective delivery of an e-invoice if the Bank is not informed of the correct e-mail address for service.
- The Bank shall not be liable for the malfunctioning of the Platform and the resulting losses, insofar as these have not been caused by the Bank’s wilful misconduct. /li>
- The Bank assumes no obligation or liability for any damage caused by interruptions in its operations due to Force Majeure./li>
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