Terms and conditions
General Terms and Conditions
1.SCOPE OF APPLICATION, TERMS, AND CONDITIONS OF THIRD PARTIES AND CONTRACTING PARTY
These General Terms and Conditions (“Pile T&Cs“) apply to all services and the software provided within the scope of the contractual relationship (“Pile Contract“) between Pile Capital GmbH with its current address and the commercial register data according to the imprint on the website www.pile.capital, its subpage, the web application under https://app.pile.capital (“Pile Web Application“) as a service provider and the sole proprietor or business entity as customer (“Customer“) with all contents, functions, services and rules (“Pile Services“, a service or software as a service, each a “Pile Service“).
Pile is partnering up with other entities (“Third Parties”) for the provision of certain services, especially for the provision of regulated financial services. At present, Pile’s Partners are:
As Payment Service Providers
- Swan, services published on the Pile Web Application
As Partner Banks
- Deutsche Bank AG
- Süd-West-Kreditbank Finanzierung GmbH
As Data Information and Payment Initiation Provider
- Salt Edge Limited
Swan is a Payment Services Provider. Swan offers electronic money and payment services with the intermediation of Pile via the Pile Web Application directly to Customers (“Pile Account”). All payment services under the Pile Account are exclusively provided by Swan, a simplified joint-stock company (société par actions simplifiée) with a capital of €22,840.20, having its registered office at 95 avenue du président Wilson, 93108, Montreuil - RCS 853827103 is an electronic money institution, approved under number 17328 by the Autorité de Contrôle Prudentiel et de Résolution (French Prudential Supervision and Resolution Authority or ACPR) , with registered office at 4 place de Budapest, CS92459 - 75436 Paris, Cedex 09, France, and subject to the supervision of ACPR. With regards to the Pile Account provided by Swan, the General Terms and Conditions of Swan, shall apply:
Deutsche Bank AG
Deutsche Bank AG and its offerings “Fyrst - ein Angebot der Deutsche Bank AG”, and “Postbank - eine Niederlassung der Deutsche Bank AG” (“Deutsche Bank Group“) is a Partner Bank. Deutsche Bank AG is a stock corporation (“Aktiengesellschaft“) incorporated under the laws of the Federal Republic of Germany with a principal office in Frankfurt am Main. It is registered with the district court (“Amtsgericht“) in Frankfurt am Main under No HRB 30 000 and licensed to carry on banking business and to provide financial services.
Supervisory authorities: The European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany and the German Federal Financial Supervisory Authority (“Bundesanstalt für Finanzdienstleistungsaufsicht“ or “BaFin“), Graurheindorfer Straße 108, 53117 Bonn and Marie-Curie-Straße 24-28, 60439 Frankfurt am Main, Germany. The Deutsche Bank Group comprises a substantial number of domestic and foreign companies, including banks, securities companies and financial services providers that are licensed by regulators in the country of their incorporation. With regards to the contract between the Customer and Deutsche Bank Group necessary for the establishment of the account and/or fixed-term deposit as well as earning interest on such fixed-term deposits (“fixed-term deposit“) as well as the other services provided by Deutsche Bank Group, the General Terms and Conditions of Deutsche Bank Group, agreed separately between the Customer and Deutsche Bank Group, shall apply:
Süd-West-Kreditbank Finanzierung GmbH
Süd-West-Kreditbank Finanzierung GmbH (“SWK Bank“) is a Partner Bank. SWK Bank is a limited liability company (“GmbH”) incorporated under the laws of the Federal Republic of Germany with a principal office in Bingen am Rhein. It is registered with the district court (“Amtsgericht“) in Mainz under No HRB 21815 and licensed to carry on banking business and to provide financial services. Supervisory authorities: German Federal Financial Supervisory Authority (“Bundesanstalt für Finanzdienstleistungsaufsicht“ or “BaFin“), Graurheindorfer Straße 108, 53117 Bonn. With regards to the contract between the Customer and SWK Bank necessary for the establishment of the fixed-term deposit as well as earning interest on such fixed-term deposits as well as the other services provided by SWK Bank, the General Terms and Conditions of SWK Bank, agreed separately between the Customer and SWK Bank, shall apply:
Salt Edge Limited
The use of the Pile Services provided by Pile (in particular the pre-onboarding and use of the dashboard) is subject to this Pile T&Cs.
Customers can only be sole proprietors and businesses within the meaning of § 14 BGB. The Pile T&Cs do not apply to consumers in the sense of § 13 BGB. Further restrictions (e.g. regarding the legal form, the commercial register entry or the country of origin of the Customer) may result from regulatory requirements and business policy considerations of Pile or its Third Parties.
2.SUBJECT MATTER OF THE CONTRACT
The subject of the Pile Contract is the use of Pile Services. With the support of Pile, the Customer can open a Pile Account with its Payment Service Provider and/or open deposit accounts with a Partner Bank and/or enter into a fixed-term deposit with a Partner Bank. Pile provides the Customer with access to their Pile Account, to an overview of their fixed-term deposits and other products via a dashboard in the Pile Web Application.
3.SCOPE OF SERVICES
Pile owes to the Customer only those Pile Services which are listed as Pile Services in the, at the relevant time, current Prices and Services List. Pile does not conduct any banking business and does not provide any financial or payment services as defined in the German Banking Act (KWG) or the German Payment Services Supervision Act (ZAG). Moreover, Pile does not provide any asset management or securities services regulated under the Securities Trading Act (WpHG).
Pile will use best efforts to provide an unrestricted use and availability of the Pile Services, but Pile cannot guarantee such use and availability. Pile is obliged to ensure an annual average of 99% with regards to the usability and availability of the Pile Services (“Service Level“).
4.CONTRACTUAL RELATIONSHIP WITH THIRD PARTIES
A customer may choose to enter into a Pile Account contract and/or deposit account contract and/or fixed-term deposit contract (collectively referred to as “Treasury Contract” in this Art.) offered by Third Parties via the Pile Web Application. This Treasury Contract is concluded directly between the Third Party and the Customer. Pile is not a party to the Treasury Contract. Under the Treasury Contract, Third Party undertakes in particular to set up the Treasury Contract for the Customer and to i.e. credit interest earned to the Treasury Contract. The Treasury Contract shall be managed fully by a Third Party. Details can be found in the contractual terms and conditions of Third Party.
If the Treasury Contract is terminated, the affected services provided by Third Party can no longer be accessed via Pile Services.
Given Pile acts exclusively as a technical service provider on the basis of a cooperation agreement with Third Party with regards to the Treasury Contract and other services of Third Party, Pile is bound by instructions of Third Party, in particular to the extent that regulatory requirements must be fulfilled. This applies, in particular (without limitation), to the following circumstances:
- acceptance of a fixed-term deposit or its refusal;
- blocking or restriction of use of the fixed-term deposit; and
- termination of the fixed-term deposit contract and the subsequent closure of the account.
Coordination with a Third Party may take some time. In some cases, Pile may also not be legally entitled to provide the Customer with information on the reasons for or other details of the respective measures taken.
5.CONCLUSION OF CONTRACT
The Customer submits, directly or through its legal representative, an application to Pile for the conclusion of the Pile Contract by creating a user account on the Platform. For the user account, the Customer provides its e-mail address and a password in addition to the master data (“Access Credentials“). On that basis, the Pile Contract between the Customer and Pile has been concluded.
For the conclusion of the Treasury Contract with the Customer, the Third Party conducts a verification in accordance with regulatory and legal requirements (“Regulatory Check“). In the course of the Regulatory Check, Third Party verifies, among other things, the identity of the Customer and its legal representatives. For the Regulatory Check, the Customer shall provide further information and submit documents during the registration process. In simple cases, the Regulatory Check usually takes 10 working days from the time when the Customer submits all necessary information and any required documents in a complete, correct and clear manner; otherwise, however, it may take longer.
6.COMMUNICATION AND MODIFICATION OF INFORMATION
Except as otherwise provided in the Pile T&Cs, e.g. for the conclusion of a contract pursuant to clause 6.1 and notices of termination pursuant to clauses 12.2 and 12.3, the communication channels accepted by Pile for contact by the Customer are the Pile emails. Pile reserves the right to contact the Customer by other means or through other channels.
Master data can be changed either by sending an e-mail or letter to Pile or within the Pile Web Application.
Eine Kündigung des Treasury-Vertrags und der Auftrag zur Beendigung des Treasury-Vertrags sowie die Kündigung der Partnervereinbarungen sind vom Kunden an den Kundenservice der Drittpartei zu senden.
7.DATA PROTECTION AND DATA RETRIEVAL
Pile undertakes to protect customer data at all times by appropriate and state of the art measures and to disclose personal data of the Customer and its online users only for legal reasons, especially if required for the fulfillment of the Pile Contract or if the Customer has consented thereto.
8.OBLIGATIONS OF THE CUSTOMER
The customer is responsible for the confidentiality and security of its Access Credentials. This means that the Access Credentials must be kept secret and must not be passed on. The customer is responsible for ensuring that third parties cannot obtain knowledge of the Access Credentials and must take the necessary measures to ensure confidentiality, in particular by using a secure password consisting of numbers, letters, and special characters and by changing the password at regular intervals.
As part of its duty of care, the Customer shall ensure that the Customer can be reached at the e-mail address provided by it from the time of registration onwards. Any misuse of the Pile Services, suspicion thereof or loss of the Access Credentials must be reported by the Customer to Pile without delay in text form (e.g. by e-mail or in the Pile Web Application).
Furthermore, the Customer is responsible for taking appropriate precautions (on a regular basis and in accordance with the risks involved) to secure the data and contents entered, uploaded and stored in the course of its use of the Pile Services as well as to create its own backup copies in order to ensure the reconstruction of the data and information in case of loss.
If further online users of the Customer are activated (e.g. for employees), the Customer is responsible for the behavior of these further users as if the Customer or its legal representative had acted itself.
The customer must respond immediately to inquiries by Pile and/or its Third Parties.
The availability of Pile Services is dependent on internet access. The Customer is solely responsible for ensuring that the necessary system requirements are met in order to use the Pile Services. If the Customer uses services of third parties (especially scraping software and add-ons), the Customer is responsible for ensuring that these do not impair the Pile Services. In this respect, Pile does not guarantee compatibility and is not liable for any damages resulting from the use of such services.
9.RELEASE FROM LIABILITY
The Customer indemnifies Pile against all claims, including any claims for damages, asserted by other customers or other third parties, including governmental authorities, against Pile for any infringement of rights resulting from the Customer’s use of the Pile Services. The Customer is liable for any costs, including legal costs, incurred by Pile due to an infringement of third-party rights by the Customer. All further rights and claims for damages of Pile remain unaffected. The above obligations shall only apply to the extent that the Customer is responsible for the infringement in question.
10.LIMITATION OF THE OFFER
Pile is entitled to take appropriate measures to prevent damages and to ensure the availability of the Pile Services. This applies in particular if the Customer violates its contractual obligations. Such measures may include the partial or complete restriction of access to the Pile Services, especially with regards to the possibility of card payments or transfer orders.
Pile is also entitled to restrict the Pile Services in whole or in parts if the Customer fails to pay any fees due. Pile has no influence on the restrictions of services imposed by its Third Parties.
11.DURATION AND TERMINATION OF THE PILE CONTRACT
Unless otherwise specified in the respective service description, the Pile Contract is concluded for an indefinite period of time.
The Customer may terminate the Pile Contract by giving five (5) business days’ written notice towards the end of the month. For this purpose, an email to Pile with the scanned, wet-signed termination notice as an attachment is sufficient.
The termination of the Pile Contract by the Customer has no effect upon the Treasury Contract between the Customer and Third Party. The termination of the Treasury Contract is subject to Third Parties terms and conditions. Pile may terminate the Pile Contract with a notice period of eight (4) weeks in text form. A termination by e-mail to the Customer is sufficient for this purpose. In case of such an ordinary termination, Pile is not obliged to give reasons.
The right to an extraordinary termination for good cause remains unaffected. An important reason in this sense is especially given if the Customer:
- is more than one month in default with the payment of an entire fee, e.g. the monthly pricing plan; is repeatedly in default with considerable parts of fees despite a reminder or notice;
- fails to provide Pile or its Partners with information required for regulatory reasons within a reasonable period of time despite being requested to do so;
- the Customer uses the Pile Services for unfair business practices;
- impairs Pile Services, in particular through the use of unauthorized software solutions, malicious software or attacks Pile’s infrastructure;
- otherwise breaches essential contractual obligations or repeatedly breaches contractual obligations; or
- endangers the claims and interests of Pile in such a way that Pile’s financial situation deteriorates substantially or is seriously endangered.
12.LIABILITY FOR DEFICIENCIES
With regard to the provision of software services (Software as a Service) by Pile under the Pile Services, the following applies:
In principle, the statutory regulations concerning warranty apply, unless Pile T&Cs contain deviating conditions. Liability for the restriction of use and availability as a result of force majeure and lawful internal company industrial and strike action is excluded. The Customer’s right of termination under clause 12.2 remains unaffected. The Customer’s right of set-off, reduction (reduction of fees according to section 536 of the German Civil Code (BGB)) and retention is excluded, unless the Customer asserts the aforementioned rights with legally binding or undisputed claims. The application of section 536a para. 2 of the German Civil Code (BGB) (“Customer’s right of self-removal”) is excluded. Also excluded is the application of section 536a para. 1 of the German Civil Code (BGB) (“Liability for damages of the provider“), to the extent this section provides for a liability independent of fault.
13.LIMITATION OF LIABILITY
Pile is liable on the merits and without contractual limitation only for damages suffered by the Customer:
- - which are based on an intentional or grossly negligent breach of duty by Pile or on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of Pile,
- - from injury to life, body or health resulting from a negligent breach of duty by Pile or an intentional or negligent breach of duty by a legal representative or vicarious agent of Pile, as well as
- - within the scope of liability under the provisions of the German Product Liability Act (Produkthaftungsgesetz), guarantees granted to the Customer or due to fraudulent misrepresentation by Pile.
For damages resulting from a slightly negligent breach of an essential obligation, Pile’s liability is limited to the amount of damages that are foreseeable and typical for the type of business in question. Essential duties are duties whose violation endangers the achievement of the purpose of the contract or whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the Customer regularly relies.
Any further liability of Pile is excluded.
Insofar as the liability of Pile is excluded or limited, this also applies to the personal liability of Pile’s employees, representatives, and vicarious agents as well as to tortious claims.
14.NO LIABILITY FOR THIRD PARTY PROVIDERS
Third Parties act on the basis of a separate contractual relationship with the Customer. Pile does not assume any warranty or liability in this respect.
The limitation period for all warranty rights of the Customer shall be 12 months unless Pile has an unlimited liability under clause 14.1.
16.UNILATERAL AMENDMENTS TO THE TERMS AND CONDITIONS
Pile is entitled to make changes to the Pile T&Cs including the price and service specifications and other provisions of the Pile Contract which:
- - correct obvious errors or omissions;
- - represent descriptive provisions, insofar as the underlying circumstances have changed;
- - are intended for clarification purposes or are otherwise of an editorial nature; or
- - are not disadvantageous to the customer in legal or factual terms. This includes in particular the introduction of further free Pile Services.
Pile will notify the Customer of such changes by email.
17.OTHER AMENDMENTS TO THE Pile T&CS; FICTIONAL EXPLANATION
Pile will offer to the Customer any amendments to the Pile Contract other than those specified in clause 17 or elsewhere in the Pile T&Cs (including the Pile T&Cs and the Prices and Services List). If the Customer does not object within a period of 6 weeks, the changes will be considered as accepted. The receipt of the Customer’s objection notice by Pile is decisive for the compliance with the objection notice period by the Customer.
Pile will inform the Customer by email about the new regulations and the date of their coming into force and will point out the objection notice period and the consequences of an expiration of the objection notice period. Upon receipt of this e-mail by the Customer, the objection notice period is initiated.
18.FEES AND INVOICES
The obligation to pay the fees for Pile Services begins on the day on which Pile notifies the Customer of the validity of the Pile Contract in accordance with clause 6.3. The payment obligation ends with the expiration of the term of the Pile Contract (if applicable) or, in case of a termination, with the effectiveness of the termination according to clauses 12.2 to 12.4.
The fees for the respective Pile Services are listed and specified in detail in the Prices and Services List. Any additional fees for the Partner Services, if applicable, are set out in the respective Partner Agreements or the Partner’s Prices and Services List. The Customer will always be informed about any fees for Pile Services in connection with the respective activation of the relevant Pile Services.
Certain fees for Pile Services can be collected by the Partner from the Customer for the account of Pile. These fees and the respective Pile Services concerned are marked accordingly in the Prices and Services List. Unless otherwise expressly indicated on the invoice, Pile will invoice in its own name and on its own account. The Customer has to ensure that the account is sufficiently funded. Any fees due will be collected at the beginning of the next month for the previous month.
The Customer agrees to receive invoices in electronic form (i.e. within the user interface of the Pile Web Application). The Customer is responsible for the proper storage of the invoices.
19.TRANSFER OF RIGHTS AND OBLIGATIONS
The Customer may not assign or pledge any claims against Pile. This does not apply for monetary claims insofar as the conditions of section 354a of the German Commercial Code (HGB) are fulfilled. Pile may assign all claims against the Customer to third parties. Pile may entrust third parties with the performance of its obligations under this contract. During the term of the contractual relationship, the Customer may neither lease the use of Pile Services to third parties nor use Pile Services for subletting, leasing, selling, mortgaging or otherwise making it subject of a transaction. An extraordinary termination pursuant to section 540 para. 1 sentence 2 of the German Civil Code (BGB) is excluded.
The laws of the Federal Republic of Germany shall apply (under exclusion of the UN Convention on Contracts for the International Sale of Goods).
The exclusive place of jurisdiction for all disputes arising out of or in connection with the Pile Contract (including the Pile T&Cs) is Berlin, if the Customer is a merchant, a legal entity under public law or a special fund under public law. This also applies to the enforcement of Pile’s rights against the Customer.
If any provision of the Pile T&Cs is or becomes invalid, the validity of the remaining provisions of the Pile T&Cs shall not be affected thereby. The invalid provision shall be replaced by the parties to the contract by mutual consent by a provision which comes closest to the economic purpose of the invalid provision in a legally effective manner.
The above provision shall apply accordingly in the event of loopholes.
The above provision shall apply accordingly in the event of loopholes.
21. Pile Earnings
At its sole discretion Pile may offer the Customer an opportunity to participate in various rewards programmes ('Earnings'), such as, but not limited to, the Earnings rewards programme itself. Pile governs the rules, terms, duration, termination of any offered Earnings program and reserves the right to alter, modify, terminate any Earnings programmes and incentives.
Earnings programmes and their rewards represent a good faith offering towards customers. As part of the current Earnings programme the potential rewards are made available to the customer at the end of each calendar quarter.
There are no obligations, guarantees or representations provided or implied by Pile towards the Customer. As such no claims against Pile can be made by the Customer in the context of Earnings.
The Customer has the right to refuse participation in Earnings programmes including the right to refuse any rewards which are part of the rewards programme.
The Earnings are not guaranteed, may not be available or might offer varied incentives in different regions. The benefits of any and all the Earnings do not constitute a part as financial advice. Entitlement to benefits of the Rewards is not guaranteed and offered at the sole discretion of Pile.
The Earnings automatically stop upon the termination of the general Pile contract. Pile, acting in good faith, reserves the right to unilaterally cancel or replace any or part of all Earnings programmes or transfer the ownership of the Earnings and the right to make alterations to or amend the Earnings terms.
The Customer can terminate the participation in the Earnings at any time by notifying Pile via email. The Customer has the further right to refuse any rewards or offers made by Pile as part of the Earnings programmes by notifying Pile via email.
Pile does not offer legal, financial or tax advice. It is up to the Customer to verify, file and manage tax declarations for any Pile Earnings programme rewards financial payouts or otherwise.
If financial payouts are part of the Pile Earnings programme VAT or any other tax charges may be included or excluded depending on the jurisdiction of the customer. In case of VAT a reverse chargeback mechanism might be involved.
As of 01.05.2023
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