General terms and conditions

Preamble

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These General Terms and Conditions of Sale (hereinafter the "GTC") govern all contractual relations between BEPAY SRL, a company incorporated under Belgian law, with its registered office at Rue Lambin 25, 5000 Namur, registered with the Crossroads Bank for Enterprises under number BE 0695.710.427 (hereinafter "Bepay"), and any legal or natural person acting for professional purposes (hereinafter "the Client") who uses the services offered under the Fidly brand.

Fidly refers to the software solution and digital services operated by Bepay in the fields of e-invoicing, automated accounting management and collaboration between businesses and accounting firms.

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Article 1 – Purpose and scope

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Bepay makes the Fidly platform available to professionals: a SaaS (Software as a Service) environment offering the following services:

• issuing and receiving e-invoices compliant with legal standards (UBL, Peppol);
• electronic management of accounting documents;
• integration with the Peppol network for the secure transmission of invoices;
• online collaboration between businesses and their accounting firms;
• automation of certain administrative tasks, including directors' payroll;
• technical support and user training.

These GTC form the general contractual framework applicable to every user of the Fidly service, whether a user business or a partner accounting firm.

They may be supplemented by Special Conditions specific to each category of client.

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Article 2 – Contractual hierarchy

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These GTC set out the common rules applicable to all Fidly clients.

They are supplemented by:

• Annex A: Special Conditions – User Businesses, and
• Annex B: Special Conditions – Partner Accounting Firms.

In the event of a difference in interpretation between the general GTC and the annexes, the provisions of the relevant annex prevail.

Any subscription to the service implies full acceptance of these GTC and, where applicable, of the relevant annex.

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Article 3 – Subscription and access to the service

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Access to Fidly requires the Client to create a user account containing accurate and up-to-date information.

Bepay may make the final activation of the account subject to identity verification (KYC – Know Your Customer procedure) in accordance with anti-money laundering and counter-terrorist financing regulations.

The Client remains solely responsible for the credentials giving access to its secure area and undertakes to keep them confidential.

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Article 4 – Intellectual property

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All elements making up the Fidly platform – software, interfaces, databases, content, documentation, trademarks, logos and, more generally, any technology developed by Bepay – are protected by intellectual property rights.

The Client enjoys a personal, non-exclusive and non-transferable right of use, limited to the term of its subscription.

The data, documents and files imported or produced by the Client remain its exclusive property; Bepay acquires no rights in them other than those needed to perform the contract.

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Article 5 – Availability and maintenance

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Bepay strives to keep the service highly available, except for interruptions due to scheduled maintenance, technical changes or external causes (infrastructure failure, force majeure, etc.).

Scheduled work is, where possible, announced in advance by email or in the application.

In the event of a critical incident, Bepay will do everything possible to restore the service as quickly as possible.

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Article 6 – Technical support

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A support service is available by email and in the application on working days.

Bepay undertakes to acknowledge requests within a reasonable time and to provide an appropriate response.

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Article 7 – Liability

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Bepay acts solely as a technical provider.

It does not provide accounting, tax or legal advice.

The Client remains solely responsible for the content, lawfulness and tax compliance of the invoices and documents processed via Fidly.

Bepay cannot be held liable for indirect damage (loss of business, loss of data, commercial loss, etc.).

Its total liability, for any cause whatsoever, is limited to an amount equivalent to three months' subscription, except in the event of gross negligence or wilful misconduct.

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Article 8 – Data protection (GDPR)

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Bepay acts as a processor within the meaning of Regulation (EU) 2016/679 (GDPR), with the Client remaining the controller.

Data is hosted within the European Union and protected by security measures in line with industry standards.

Bepay undertakes to:

• use the data only to perform the contract;
• never sell it or transfer it without authorisation;
• notify any breach likely to affect the Client's rights within 72 hours.

The full processing terms are set out in the Privacy Policy and in the GDPR Data Processing Addendum made available to the Client.

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Article 9 – Archiving and evidential value

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Electronic documents (invoices, journals, transaction histories) generated via Fidly are archived in accordance with Belgian and European regulations.

The copies and records kept by Bepay constitute proof between the parties unless the Client proves otherwise.

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Article 10 – Changes to the terms

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Bepay may amend these GTC for legal, technical or economic reasons.

Any substantial change will be notified to the Client in writing at least 30 days before it takes effect.

A Client who refuses the changes may cancel its subscription without penalty before the date they apply.

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Article 11 – Applicable law and dispute resolution

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These GTC are governed by Belgian law.

Any dispute will be subject to the exclusive jurisdiction of the courts of the judicial district of Liège, unless otherwise provided by law.

Before taking any legal action, the parties will seek an amicable solution.

Failing that, mediation may be requested via the Consumer Mediation Service (www.consumerombudsman.be) or the European ODR platform (https://ec.europa.eu/consumers/odr).

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Article 12 – Contact

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BEPAY SRL (Fidly brand)
Rue Lambin 25, 5000 Namur
Company number: BE 0695.710.427
Email: contact@fidly.be
Websites: www.fidly.be / www.bepay.be

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Annex A – Special conditions "USER BUSINESSES"

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Article A1 – Purpose

This annex sets out the contractual terms applicable to businesses, organisations or self-employed persons who subscribe directly to Fidly for their professional needs.

It describes in particular the conditions for subscription, renewal, billing, changing plans and cancellation.

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Article A2 – Subscription plans

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Fidly offers several subscription plans suited to the size and needs of each business:

• START: for small organisations or limited volumes;
• SMART: including automatic bank connection under the PSD2 directive;
• GROWTH: for high-volume businesses, with advanced features.

Each plan includes:

• one main user account,
• a monthly or annual quota of incoming and outgoing invoices,
• access to the features listed in the price list.

Current prices and quotas are shown on the website and in the client area.

Amounts are exclusive of tax; statutory VAT applies.

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Article A3 – Free trial period

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A free 30-day trial period may be offered to new clients, with a limited number of invoices.

At the end of this period, the Client must choose a paid plan.

Without a subscription, access to the service is suspended.

Data created during the trial period may be kept for 60 days before being permanently deleted, unless the Client requests an extension.

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Article A4 – Options and additional services

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The Client may subscribe to additional options at any time, such as:

• additional user accounts,
• additional bank connections (PSD2),
• additional invoice packs,
• or assistance, training or integration services.

Option prices are shown in the client area.

Any option subscribed takes effect immediately and is billed pro rata for the current period.

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Article A5 – Billing and payment

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Monthly subscriptions are billed on the anniversary date.

Annual subscriptions are billed once a year, on the date of the initial subscription.

Payments may be made by SEPA direct debit, bank transfer or bank card.

Invoices are issued electronically and can be viewed at any time in the client area.

In the event of late payment, statutory late-payment interest and a fixed compensation of €40 are automatically due, in accordance with the Belgian law of 2 August 2002 on combating late payment in commercial transactions.

In the event of persistent non-payment, Bepay reserves the right to temporarily suspend access to the service until the situation is regularised.

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Article A6 – Quotas and overruns

Each plan includes a set quota of e-invoices.

Automatic notifications alert the Client when it approaches or exceeds this quota.

In the event of an overrun:

• for the START and SMART plans, the current period may be automatically billed at the rate of the higher plan;
• for the GROWTH plan, additional invoice packs are added automatically and billed at the rate shown in the price list.

The Client may adjust its plan at any time via its client area.

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Article A7 – Term, renewal and cancellation

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A7.1 – Term of the contract

The subscription is concluded for an indefinite term, with a commitment per period:

• monthly, for monthly plans;
• annual, for annual plans.

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A7.2 – Renewal

Unless cancelled within the stated deadlines, the subscription renews automatically each period:

• every month for monthly subscriptions;
• every year on the anniversary date for annual subscriptions.

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A7.3 – Cancellation by the client

For monthly plans: cancellation may be requested at any time, taking effect at the end of the current month, subject to a minimum notice of five (5) working days before the next billing date.

For annual plans: cancellation is possible at any time with fifteen (15) days' notice before the anniversary date.

Amounts invoiced remain due to Bepay and are not refundable, except in the event of proven gross negligence by Bepay.

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A7.4 – Termination by Bepay

Bepay may terminate the contract without notice in the event of:

• fraud or attempted fraud,
• abusive or unlawful use, or use contrary to these GTC,
• persistent non-payment despite reminders,
• serious breach of contractual obligations.

No refund will be made, unless the termination results from gross negligence by Bepay that caused the service to be completely unavailable for more than fifteen (15) consecutive days.

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A7.5 – Changing plans

For an upgrade (moving to a higher plan), the change takes effect immediately. The price difference is calculated pro rata for the time remaining in the current period.

For a downgrade (moving to a lower plan), the change takes effect at the next billing period, with no refund for the current period.

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Article A8 – Businesses linked to a partner accounting firm

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Where a business accesses the Fidly service through an accounting firm that is a Bepay partner, certain commercial terms may result from a specific agreement between that firm and Bepay.

These terms are shown in the client area and apply for as long as the firm keeps its active partner status.

If the firm terminates the partnership, Bepay undertakes to:

• keep the service active for the end client, without interruption,
• inform the client and offer a transition to a direct subscription or to another partner accounting firm,
• preserve all data and invoicing history.

No client will lose access to Fidly solely because their accounting firm has terminated the partnership.

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This translation is provided for information only. In the event of any discrepancy, the French version prevails.