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Terms & Conditions - Partners
Cooperation terms for a co-branding Partnership between Fiat24 and a Partner Wallet Provider
Valid from 19 September 2023.
- 1.Fiat24 is the brand name used by the company SR Saphirstein AG ("Saphirstein") for its digital services, incorporated in Zurich under the laws of Switzerland with company registration number CHE256.014.995.
- 2.Wallet Provider or Partner Wallet or simply Partner is the legal person (company) which is the provider of digital wallets that users can use to create their Fiat24 Accounts.
- 3.Each of the above is a Party, and together they are the Parties.
- 4.Fiat24 NFT is a non-fungible ERC-721 digital token exclusively issued by Saphirstein. Each NFT has a unique ID number and is sent to one end user of the Fiat24 services. The NFT ID (number) identifies the end user's account with Fiat24 and represents the end user's contract with Saphirstein.
- 5.Intellectual Property Rights mean any of the following rights existing in any part of the world: all patents, utility models, rights to inventions, plant variety rights, copyright and neighbouring and related rights, moral rights, rights in designs, semiconductor topography rights, trade and service marks, trade names, logos, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, domain name registrations, database rights and rights in confidential information (including Know-How) and all other intellectual property rights, in each case whether registered or unregistered; applications to register any of those rights; rights to apply for and be granted renewals or extensions of, and rights to claim priority from, any of those rights; and any similar or equivalent rights.
- 6.Logo means the graphic and/or text, picture, word, symbol, name (possibly in a specific font and/or colour) that the Parties use to identify their company, business, products, services, and to which they have the Intellectual Property Rights.
- 7.Services include all products, services, content, features, technologies or functions offered by us and all related websites, applications (including the Fiat24 Web-App), and services (including the Website and API).
- 2.Purpose. The present Terms provide a framework under which the parties agree to cooperate on the project of co-branding certain of their products and services in the market.
- 3.Signed Agreement. Additional Partner-specific terms must be separately agreed in writing and signed by both Parties. The present Terms form part of an integral part of the Partnership agreement between the Parties.
- 4.Co-branding partnership. Fiat24 and the Wallet Provider agree to include both of their Logos on certain products and services used by their common users (“co-branded” items). The Wallet Provider hereby accepts that the contract to use the Fiat24 services is a bilateral agreement between Saphirstein and the end user per the Fiat24 Terms and Conditions for Users and Clients.
- 5.Intellectual Property License. To this end, Fiat24 and the Wallet Provider both grant each other a non-exclusive, non-transferable, and revocable license to use the Intellectual Property rights in their Logo in order to place it on the agreed products and services. Each Party hereby represents that they are the rightful owner of the intellectual property and other applicable legal rights in the graphic and text Logos to be used within the scope of the Partnership. This License covers exclusively the agreed products and services. Each Party acknowledges that they retain all rights, title, and interest in their respective Logos and that the present Terms do not transfer any ownership rights to the other Party.
- 6.Selection of products and services. The products and services initially subject to the co-branding partnership above are listed in below. The Parties may agree in writing to remove or add items to their selection separately from the present framework Terms.
- 7.Co-branding of the Fiat24 NFT. The visual depiction of any Fiat24 Account identifying NFT minted from an address in a wallet provided by the Wallet Provider will be co-branded with the Logos of both Parties. The co-branding of the NFT minted from the Wallet Provider’s wallet will be permanent even after dissolution of this Agreement or if the NFT is moved to another wallet.
- 8.Co-branding of the card. The payment card to be issued under certain conditions by Fiat24 to users with an Account NFT minted from an address in a wallet provided by the Wallet Provider in the manner described above will also be co-branded with both Parties’ Logos. This co-branding will also be permanent even after dissolution of this Agreement. This issuance project is subject to the independent approval by VISA or any other relevant payment card services corporation and cannot be conducted without that approval.
- 9.Design and Placement. Details regarding the design and placement of the Parties’ Logos on the selected products and services will be agreed between the Parties separately in written form.
- 10.Prohibited Use. Each Party shall not use the other Party's Logo in any manner that is inconsistent with the other Party's brand guidelines or that may damage or dilute the other Party's reputation, including not modifying or distorting the other Party's Logo in any way without prior written consent from that other Party.
- 11.Confidentiality. Both Parties undertake to keep confidential any information exchanged or obtained as a result of this Agreement, in particular any information about the Parties’ companies, employees, other partners, and clients.
- 12.Non-exclusivity. Nothing in the present Terms shall preclude either Party from entering into similar co-branding agreements with any third parties.
- 13.Wallet Provider's Obligations.
- 1.Partner undertakes to inform the users of Partner's wallet about any deductions, fees, commissions, or charges levied on the amounts that these users want to transact with which come in addition to any commissions or fees levied by Fiat24 as per the Fiat24 pricing system.
- 2.Furthermore, Partner undertakes to provide Fiat24 in good faith with all required documents and information related to Partner’s legal structure, incorporation, and business. Fiat24 reserves the right to request further documents and information from Partner. Partner shall provide Fiat24 with reasonable additional documentation either voluntarily or within 10 working days of Fiat24's request.
- 14.Limitation of liability. Fiat24 shall not have any liability to the Partner Wallet Provider or the users of the Partner's wallet and/or services for any loss or damage arising from the co-branding partnership. In particular:
- 1.Fiat24 shall not be held liable for any consequences resulting in the incorrect or illegal use of any graphic and text Logos or brand names provided by Partner.
- 2.Fiat24 shall not be held liable for any consequences resulting from Partner Wallet Provider's failure to inform the users of its wallet and/or services of any deductions, fees, commissions, or charges levied on the amounts that the users want to transact with which come in addition to commissions levied by Fiat24 as per the Fiat24 pricing system.
- 15.Publicity. Partner will refrain from placing Fiat24’s name or company information (including legal name SR Saphirstein, company number, address etc.) anywhere on their website, and will refrain from announcing the existence of this Partnership and/or any details relating to it (in particular but not limited to information regarding the co-branded cards) without Fiat24’s explicit prior written permission.
- 16.Indemnification. Each Party agrees to indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses arising out of or relating to the Party's use of the other Party's Logo in violation of this Agreement.
- 17.Independence from Saphirstein's Terms and Conditions for Users and Clients. Saphirstein reserves the right to modify the conditions of provision of its Fiat24 services to the end user (such as pricing) which have not been otherwise contractually agreed on with the wallet provider.
- 18.Clause severability. In the event that one or more of the present Terms become invalid or unlawful, the rest of these Terms remains valid and effective.
- 19.Changes in writing. The present Terms and any signed documentation between the Parties constitute the entire understanding concerning the subject matter hereof and can only be changed, made exception to, or deviated from in written form (including by email). Any changes in the Logos of either Party which affect the representation on the virtual card must also be communicated in writing.
- 20.Duration. The present Terms are valid between the Parties for an initial period of twenty-four (24) months from the date agreed to in writing by the Parties. Afterwards, the partnership is automatically renewed on a quarterly (3-month) basis, cancellable at the beginning of each new quarter.
- 21.Notice Period. In the course of validity of the present Terms, either Party may terminate the partnership in written form with a three (3) month notice period at the end of each month.
- 22.Governing Law and Jurisdiction. This Agreement, its subject-matter and the parties’ respective rights and obligations hereunder shall be governed by and construed in accordance with the laws of Zurich, Switzerland. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Zurich, Switzerland.