Forgot your password?

Last Updated: September 26, 2019


Candex Solutions, Inc. (USA) and its worldwide affiliates (referred to below as “Candex”, “us”, “our”, or “we”) provides an online marketplace and collaboration tool that allows users to exchange invoices, make payments, agree to contracts, communicate, share files, and track business relationships, particularly, but not exclusively, with respect to managing corporate Seller relationships and payments (collectively, the “Service”). These Terms of Service (these “Terms”) set forth how you may access or use the Service  through our website, www.candex.com (the “Website”), mobile applications, and desktop applications.  By using the Service, you represent that you have read, understood, and agree to be bound by these Terms, including our Privacy Policy www.candex.com/Home/PrivacyPolicy

, which is incorporated here by reference. We may amend these Terms at any time so we encourage you to check back here regularly.  If you do not agree to these Terms (currently or as updated in the future), please do not use or access (or continue to access) the Service.

 

  1. General. For purposes of these Terms, if you are a company using the Service to manage aspects of your corporate Seller relationships and payments you are referred to as a “Buyer”.   If a Buyer has not entered into an MSA with us, then these Terms shall govern the relationship between you and us.  If you provide products and services to a Buyer or are receiving money from a Buyer, then these Terms refer to you as a “Seller”.  Our Service is intended to be simple for both Buyers and Sellers.  That being said, we encourage constructive feedback on the Service by emailing us at customerservice@candex.com.  Individual employees or contractors of either Buyers or Sellers who utilize the Service are sometimes referred to below as a “User” or collectively as “Users”.  We reserve the right to change, suspend, improve or discontinue any aspect, feature or capability of the Service, temporarily or permanently, at any time. A list of countries where the Service is available can be found at www.candex.com/countries.

  2. Grant of License. Subject to these Terms, Buyers and Sellers, and their respective Users, are granted a non-exclusive, limited, license to use the Service. Except as otherwise set forth in an MSA, Candex may terminate this license grant at any time for any reason or for no reason at all in which case a Buyer, Seller or User’s access to Service will be terminated.

  3. Use of the Service
    1. Each individual User needs to register with Candex and create an account (the “Account”). Buyers and Sellers are solely responsible for the activity that occurs on their individual User Accounts, and Users must keep their Account password secure. Please notify Candex immediately of any breach of security or unauthorized use of any Account.  Buyers, Sellers and Users, and not Candex, are responsible for any losses due to unauthorized Account usage.
    2. By providing us an email address, each User consents to our using the email address to send Service-related notices (but not marketing notices), including any notices required by law, in lieu of communication by mail. Users may use the “Settings” located within the Service to opt out of many Service-related communications.
    3. Users shall not use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that access the Service in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time using a conventional on-line web browser. Users shall not collect or harvest any Personal Data (as defined in the Privacy Policy), from the Service, nor use the communication systems provided within the Service for any commercial solicitation purposes.
    4. Candex may permanently or temporarily terminate, suspend, or otherwise refuse to permit User access to the Service without notice and liability, if, in our sole determination, a User violates any of these Terms, including, without limitation, if a User takes any of the following prohibited actions: (i) attempts to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (ii) takes any action that imposes, or may impose an unreasonable or disproportionately large load on our infrastructure; (iii) uploads invalid data, viruses, worms, malicious code or other software agents through the Service; (iv) impersonates another person or otherwise misrepresents your affiliation with a Buyer or Seller; (v) commits any act of fraud or identity theft; (vi) interferes with the proper working of the Service; (vii) bypasses the measures we may use to prevent or restrict access to the Service; (viii) creates a database by systematically downloading and storing all or any content from the Service; or (ix) uses the Service for any illegal or unauthorized purpose, encourage criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to criminal or civil liability.
  4. Eligibility. The Service is intended solely for Users who are eighteen (18) years of age or older, and any registration, use or access to the Service by anyone under 18 is unauthorized, unlicensed, and in violation of these Terms. If you are under 18, please do not register as a User or otherwise use the Service.

  5. User Content
    1. Some areas of the Website and/or Service may allow Users to post payment instructions, invoices, messages and files, and share summaries to designated administrators of a Buyer or Seller (“Content”). Buyers, Sellers and Users are solely responsible for the Content that is uploaded, published, displayed, linked or otherwise made available (collectively “Post”) through the Website or within the Service (collectively, “Post”). Users should follow their company’s policies, guidelines, and procedures concerning Posted Content.
    2. Content will only be used by us as needed to provide the Service, in accord with the Privacy Policy, or as may be required by applicable law. We do not have, nor claim, any ownership rights in and to the Content.
    3. If an individual User’s relationship with a Buyer or Seller is terminated, access to the Service may also be terminated and any User Posted Content may be removed.
    4. Users shall not post Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that a User does not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information that a User knows is not correct and current. Posted Content shall not violate third-party rights of any kind, including without limitation any intellectual property rights, rights of publicity and privacy.
    5. Users shall not attempt to reverse engineer, decompile or disassemble any of the software embedded in the Service.
    6. Candex takes no responsibility and assumes no liability for any Posted Content.
    7. Users are solely responsible for interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between Users.
  6. Transaction Services
    1. Our Service creates a “Marketplace”, where Buyers engage Sellers and make payments through Candex intended for Sellers In certain circumstances a company may be both a Buyer and a Seller, but use of the Service by any Buyer must be approved by us in writing.  The Marketplace provides centralized billing and invoicing, secure collaboration and file sharing, and data processing and reporting services intended to meet applicable regulatory and data privacy requirements.
    2. Both the Buyer and Seller accept the “terms of engagement”. Seller then submits an invoice(s) addressed to Candex, and Candex issues a corresponding invoice to the Buyer.  After Candex receives the applicable payment from the Buyer, Candex shall remit payment to the Seller (the Seller Payment”) less the Candex processing fee (the “Candex Fee”). Although the Candex Fee may vary, it is always clearly shown.
    3. Both Buyer and Seller acknowledge that:
      1. Seller and Candex are independent contractors to each other (and to Buyer) but Candex is an intended third-party beneficiary of any agreement between Buyer and Seller for the Seller to provide goods or services.
      2. Candex will make the Seller Payment within three (3) business days of receiving the corresponding payment from Buyer. In most cases, to receive the Seller Payment, Seller must submit an invoice to Candex (including any applicable taxes) and submit to Candex any documentation required by applicable law.  In certain, limited circumstances, payments can be made by Candex without an invoice.
      3. Candex is not responsible to Buyer for any refunds or other type of guarantee which are agreed upon between the Buyer and the Seller.
      4. Candex is not liable to make the Seller Payment until Candex receives the applicable funds from the Buyer.
      5. Buyers and Sellers shall be solely liable for any taxes, including without limitation, value added taxes and withholding taxes, imposed or levied by any applicable jurisdiction.
      6. Note that in certain countries, the Candex Fee may increase due to the nature of doing business in that country. Any such additional fees shall be listed within the Service. 
      7. Candex shall not be liable for any claim resulting from the Buyer’s and/or Seller’s incorrect or incomplete instructions.
      8. Payment by a Buyer to Candex of an invoice relating to an order for which the Seller has invoiced Candex shall satisfy all payment obligations of the Buyer in connection with such order. Seller shall look only to Candex for payment for such order.
    4. Candex may refuse to process Seller Payments for any reason or no reason at all. If we refuse to process a Seller Payment, we will provide bother the Buyer and the Seller with notice and then the Seller will need to invoice the Buyer directly.
    5. Buyer or Seller shall promptly (but in any event within thirty (30) days of receipt of the applicable Seller Payment) notify Candex in writing of any mistakes, discrepancy fraud, or disputed amount (collectively, the “Disputed Amount”). Candex shall conduct an investigation with the reasonable cooperation of the Buyer and the Seller. Candex will then determine, at our sole discretion, whether the Disputed Amount was the result of Candex’s acts or omissions (“Determination”). If the Determination concludes that the Disputed Amount was not caused due by the acts of omissions of Candex, then Candex shall not be liable for any damages associated with such Disputed Amount.  Buyer and Seller will then have to resolve the Disputed Amount themselves, although Candex will cooperate as reasonably requested. 
  7. Company Administrator. Each Buyer or Seller may have one or more individuals who are responsible for overseeing the use of the Service (the “Company Administrator”).  Candex may, but is not obligated to, offer alternative and/or additional services to Company Administrators. These include, but are not limited to, certain rights to obtain data exports of all communications and business activity in User Accounts. Company Administrators are solely responsible for ensuring that all uses of the Service complies with applicable federal, state and/or international privacy laws, including but not limited to, the Electronic Communications Privacy Act, 18 U.S.C. § 2510 et seq.

  8. Intellectual Property Rights
    1. Except for User-Posted Content, all intellectual property rights, including, without limitation, trademarks, trade dress, copyrights, patents, trade secrets and any other proprietary rights, in and to the Website, the Marketplace, the Service and the software embedded therein (the “Candex IP”), are the exclusive property of Candex. Nothing in these Terms shall transfer ownership rights in or to the Candex IP to a Buyer, Seller or User, other than the limited license grant set forth above.  Use of the Candex IP  for any purpose not expressly permitted by these Terms is strictly prohibited.
    2. You may choose to, or we may invite you to, submit comments or feedback about the Service, including without limitation, about how to improve the Service or our products (“Feedback”). You agree that Candex is free to disclose the Feedback on a non-confidential basis to anyone or otherwise use the Feedback without any compensation.  We may incorporate Feedback into the Website or Service without restriction.
  9. Third-Party Websites or Services. The Website or the Service may contain links to third-party websites or services that are not owned or controlled by Candex (“Third-Party Sites”). We assume no liability or responsibility for the content, privacy policies, or practices of the Third-Party Sites.  If you access a Third-Party Site, you do so at your own risk.  We encourage you to be aware the terms and conditions of use and privacy policy of any Third-Party Sites.

  10. Risks Using the Website and/or Services. Each Buyer, Seller and User agrees and acknowledges that: (i) Candex does not and should not be expected to screen or censor any of the Posted Content; (ii) Candex has no control over the Content, its quality, legality, truth, or accuracy; (iii) Candex may monitor interactions among Users ; and (iv) there are risks associated with your use of the Website or the Service, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses. Candex shall not be responsible for any decisions made by any User.  Candex cannot guarantee and does not promise any specific results from your use of the Service. No advice or information, whether oral or written, obtained by you from Candex shall create any warranty not expressly stated herein.

  11. Security. We have implemented commercially accepted technical and organizational measures designed to secure Personal Data and Content from accidental loss and from unauthorized access, use, alteration or disclosure.  However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your Personal Data or Content for improper purposes.

  12. Promotional Activities. Candex may use the name of your company as a reference for marketing or promotional purposes on Candex’s Website and in communication with existing or potential Candex customers. You may at any time send an email to  notice@candex.com stating your preference not to be used as a reference.

  13. Indemnity. Each Buyer, Seller and User agrees to defend, indemnify and hold harmless Candex and its parents, subsidiaries, and affiliates, and each of their respective employees, contractors, agents, officers, directors, successors and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, reasonable attorney’s fees) arising from: (i) the use of the Service, including any data or work transmitted or received; (ii) the  violation of any term of these Terms, including without limitation, a breach of any of the representations and warranties; (iii) the violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) the violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of Content submitted via your Account; or (vi) any unauthorized third party access and use of the Service with your unique username, password or other appropriate security code.

  14. No Warranty.  THE SERVICE, THE MARKETPLACE AND THE WEBSITE ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY; (B) FITNESS FOR A PARTICULAR PURPOSE; (C) NON-INFRINGEMENT; (D) THAT THE SERVICE WILL MEET REQUIREMENTS; (E) THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; (F) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; AND (G) THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

  15. Limitation of Liability
    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CANDEX, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, THE MARKETPLACE OR THE WEBSITE. UNDER NO CIRCUMSTANCES WILL CANDEX BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. CANDEX’S MAXIMUM LIABILITY TO A BUYER SHALL BE THE LESSER OF THE CANDEX FEE FOR THE TWELVE (12) MONTHS PRIOR TO A CLAIM ARISING AND US$100,000.  CANDEX’S MAXIMUM LIABILITY TO A Seller SHALL BE LIMITED TO THE AMOUNT OF THE Seller PAYMENT AT ISSUE.  THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CANDEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
    2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CANDEX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL DATA STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
  16. Termination. Buyers or Sellers may cease use of the Service for any reason or no reason upon 60 days’ prior written notice to Candex.  In addition to the termination right set forth above, Candex may terminate a Buyer, Seller’s or User’s access to the Service immediately upon written notice in the event of a material breach of these Terms and such breach remains uncured thirty (30) days after receipt of written notice from Candex.  Either Buyer or Candex may terminate these Terms without notice if: (a) the other party files a petition for bankruptcy, is adjudicated bankrupt, is insolvent, makes an assignment for the benefit of creditors, or enters into an agreement with its creditors pursuant to other bankruptcy law; or (b) upon notice to the other party if a petition for bankruptcy is filed against such other party and such petition is not dismissed within 45 days after the notice is provided.  Any early termination such not reduce in any way the Candex Fee earned prior to termination.

  17. Privacy and Data Protection. Candex may handle Personal Data in accordance with the Privacy Policy.  Buyer or Seller, as applicable, assume sole responsibility for providing any notices and/or obtaining consents as may be required under applicable privacy and data protection laws, including, without limitation, the European Union’s General Data Protection Regulation (“GDPR”).   If Candex acts as a “processor” of Persona Data and such processing requires a formal agreement, then the Data Processing Notice attached hereto as Exhibit A, shall become a part of these Terms.

  18. Miscellaneous
    1. Compliance with Laws
      1. Buyer, Seller and Candex shall each comply with applicable laws and regulations. No party will violate any international anti-bribery principles as embodied in the UN Convention Against Corruption, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any applicable national anti-bribery laws like US Foreign Corrupt Practices Act and UK Bribery Act 2010 and/or be required to undertake any activity that would otherwise violate any applicable laws or regulations.
      2. Buyer, Seller and Candex each has not and will not, directly or indirectly, offer, promise, authorize, solicit, pay, or give anything of value (including money) to: (a) influence any acts, decisions, or omissions made by any government official to obtain or retain business or secure an improper business advantage; (b) induce any individual to act improperly in violation of his or her duty; or (c) induce any government official, or any other individual, to use his or her influence on a government, government official instrumentality, or private entity to commit an improper act or to obtain or retain business.
    2. Relationship of the Parties. All parties are independent contractors and as such will not have any authority to bind or commit another party. Nothing in these Terms shall be deemed or construed to create a joint venture, fiduciary or agency relationship between or among the parties for any purpose.
    3. Governing Law; Dispute Resolution. These Terms shall be governed by the laws of the State of New York (USA), without respect to its conflict of laws principles. All disputes arising out of or in connection with these Terms shall be submitted to arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (“Rules”) by one arbitrator appointed in accordance with the Rules. The arbitration proceeding shall be conducted in New York, New York (USA) in the English language. The decision of the arbitrator shall be final and binding, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the dispute. All Parties waive any and all right to a jury trial for any dispute arising from these Terms.
    4. Notification Procedures. Candex may provide notifications, whether such notifications are required by applicable law or are for marketing or other business-related purposes, to Buyers, Sellers or Users via email, regular mail, or through posting of such notice on our Website, provided that Candex has received all required consents and authorization.
    5. Taxes. Buyers and Sellers as applicable are solely responsible for: (a) determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the use of the Service (“Taxes”); and (b) collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority.
    6. Cumulative Remedies.All of Candex’s rights and remedies are cumulative under these Terms, not alternative, and the exercise of any right or remedy by us will not eliminate or limit our ability to exercise any other right or remedy, except to the extent required by applicable law.
    7. Severability. Should any one or more of the provisions of these Terms be determined to be invalid, unlawful, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired by such determination and will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
    8. Waiver. A delay or omission by any party to exercise any right under these Terms shall not be construed to be a waiver of such right. A waiver by any party of any of the performance provisions of these Terms, or any breach with respect to such performance, shall not be construed to be a waiver of any succeeding performance or breach.
    9. Force Majeure. Candex will not be liable for any delay or failure to perform to the extent that such delay or failure to perform is caused or otherwise brought about by circumstances beyond Candex’ reasonable control, including strikes, lockouts, labor troubles, restrictive government or judicial orders or decrees, riots, insurrection, war, terrorism, Acts of God, and/or inclement weather.
    10. Surviving Obligations. Upon the cessation of the use of the Service, the terms and/or obligations which by their nature are intended to survive will survive, including, without limitation, those in Sections 13 and 18.
    11. Entire Agreement. These Terms, together with any other legal notices, exhibits and agreements published by Candex via the Website and/or via the Service, shall constitute the entire agreement concerning a Buyer, Seller or User’s use of the Service.

 

 

 

 

 

Exhibit A

Data Processing Notice

This Privacy and Data Processing Notice (“Notice”), as well as the provisions of the Agreement (as defined below) which is incorporated herein by reference, govern the transfer, collection and Processing of Personal Data (as such terms are defined below), pursuant to the engagement between Candex Solutions, Inc. or its affiliates (“Candex”), and any Buyer and/or Seller using the Services (as defined below) or which is a signatory to an agreement and any ancillaries agreements thereof (“Client”) for the provision of the Services, including the Terms of Service, (the “Agreement”) to Client’s buyers and/or sellers as applicable, (“Client Sellers”) (each of Candex and Client shall be referred to as a “Party” and collectively the “Parties”). The Parties hereby agree to the following terms and conditions, which will be in effect upon the earlier of: (i) the effective date of the Agreement between the Parties, and (ii) the date of first transfer or disclosure of Personal Data by Client or Client Sellers to Candex (“Effective Date”). Any capitalized terms not defined herein shall have the meaning ascribed to such terms in the Agreement.






  1. DEFINITIONS
    1. The terms “Personal Data”, “Processor”, “Controller”, and “Processing”, “Special Categories of Personal Data”, shall have the meaning ascribed to such terms in the GDPR.
    2. Client Sellers” means any natural person using the Services on behalf or under authorization of the Client, including employees, buyers or sellers of the Client’s products and/or services.
    3. Data” means Personal Data and Non-Personal Data.
    4. Data Subject(s)” means natural persons regarding whom Data is Processed by Client in connection with the Services, or disclosed to Candex by Client pursuant to this Notice and the Agreement, including without limitation, Client Sellers.
    5. Services” means provision of the invoicing, payment and collaboration Services by Candex to Client under the Agreement.
    6. GDPR” means Regulation (EU) 2016/679, of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
    7. New Instructions” shall have the meaning set forth in Section 4.2 below.
    8. Non-Personal Data” means any data or information of any kind relating to Data Subjects which is not Personal Data.
    9. Sub-Processors” shall mean any Processor Candex has engaged in connection with the Processing of Personal Data on behalf of Client.
  2. DATA PROCESSING
    1. In rendering the Services to Client, Client may from time to time disclose certain Personal Data to Candex, concerning Client and/or Client Sellers.
    2. Client shall only upload, transfer, Process or disclose Personal Data pursuant to the terms and conditions specified herein and as permitted under applicable law. In the event Client considers any upload, Processing, transfer or disclosure of Personal Data to be inconsistent with the provisions herein, Client shall notify Candex and shall obtain Candex’ prior written consent to such transfer, Processing or disclosure.
    3. Candex will Process Personal Data for the following purposes:
      1. The Provision of the Services to Client, including support and maintenance services.
      2. to contact Client in connection with the Services, notifications, programs or offerings.
      3. to send Client updates, promotional materials and newsletters that Client has registered for; Client may choose to opt-out and to not receive these communications by sending Candex a notice to: notice@candex.com .
      4. to identify and authenticate Client’s or Client Seller’s access to parts of the Services that Client or Client Sellers’ are authorized to access.
      5. to provide Client Sellers, including their consumers, support in connection with the Services.
      6. to protect the security or integrity of Candex’ databases or the Services, to take precautions against legal liability, and to analyze and improve the Service.
      7. as otherwise required and appropriate for the fulfilment of the Agreement and exercising Candex’ rights and obligations thereunder, provided such Processing is permitted under applicable laws.
  3. REPRESENTATIONS AND UNDERTAKINGS OF THE PARTIES
    1. In connection with the transfer, Processing or disclosure of Personal Data by Client and/or Client Sellers, and any and all Processing of such Personal Data by Candex, the Parties hereby agree and represent, that, as between the Parties:
      1. Client shall be regarded as the Controller of all such Personal Data, and shall solely and fully assume any and all responsibilities, obligations and liabilities imposed on Client as a Controller of Personal Data under applicable law;
      2. Candex shall be regarded as the Processor of such Personal Data, and shall solely and fully assume any and all responsibilities, obligations and liabilities imposed on Candex as a Processor of Personal Data under applicable law.
    2. The Parties shall each implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks associated with accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.
    3. Candex represents and warrants that Candex’ employees, authorized by Candex to Process Personal Data on behalf of Client, are committed to customary confidentiality undertakings, or are otherwise under appropriate statutory obligations of confidentiality.
    4. Candex shall only Process Personal Data on behalf of Client and pursuant to the instructions as set forth herein, pursuant to the Agreement, or otherwise agreed to between the Parties.
    5. Client undertakes that Client shall Process Personal Data only as lawful and compliant with applicable law, including if applicable the GDPR, and that Client shall be responsible to implement measures ensuring and demonstrating such compliance.
    6. Client’s use of the Services must comply with all applicable laws, including laws relating to spam or unsolicited commercial emails, privacy, security, obscenity, defamation, child protection, and other applicable laws.
    7. Without derogating from the generality of the above, Client acknowledges that such actions as, inter alia, the collection and Processing of Personal Data, the use of Personal Data in connection with profiling or tracking of Data Subjects, the use of cookies or similar technologies in connection with the above, and the sending of unsolicited commercial communications to Data Subjects, may be restricted or prohibited under applicable laws, or may be conditioned upon the explicit prior consent of the Data Subjects, and Client undertakes not to engage in any such activities except as lawful under applicable law. In the event Client uses the Services in violation of applicable laws, Client shall be fully liable towards Candex for damages incurred by Candex as a result of such violations.
    8. Client acknowledges that it is aware that Candex may not have any direct interaction with Client Sellers, and therefore, is unable to inform Client Sellers of relevant information in connection with the Processing of their Personal Data, or obtain Client Sellers’ consent to such Processing.
    9. In light of the above, Client agrees that it is responsible to inform Client Sellers, clearly and explicitly, of Processing of their Personal Data, including by Candex, pursuant to and in accordance with Client’s engagement with Candex. Client further represents that Client has all required authorizations to disclose Personal Data to Candex pursuant to this Notice and the Agreement.
  4. PRINCIPLES OF PROCESSING PERSONAL DATA
    1. The Parties agree and represent that Personal Data is required to be Processed in a manner which is lawful, fair and transparent, and that Personal Data must be;
      1. collected for specified, explicit and legitimate purposes;
      2. adequate, relevant and limited to what is necessary in relation to the purposes for which the Personal Data is Processed;
      3. accurate and, where necessary, kept up to date;
      4. kept in a form which permits identification of Data Subjects for no longer than is necessary for the purposes for which the Personal Data is Processed.
    2. Client shall not upload, Process, transfer, disclose or otherwise make available to Candex any Personal Data included in Special Categories of Personal Data. If Client, in contradiction to Client’s undertaking herein, transfers or discloses to Candex any Personal Data included in Special Categories of Personal Data, Client hereby represents that Client has any and all required authorizations, including Data Subjects’ explicit consent, for the transfer of such data to Candex.
    3. At the choice of the Client, Candex will delete or return to the Client Personal Data which is Processed by Candex on behalf of the Client under this Notice after the termination or expiration of the Agreement, and shall delete any existing copies unless permitted to retain such data under applicable law.
  5. INSTRUCTIONS
    1. Candex shall only Process Personal Data pursuant to Client’s documented instructions, including as referenced herein.
    2. Client hereby instructs Candex to Process, on behalf of Client, Personal Data, transferred or disclosed to Candex by Client or otherwise in connection with the Services to Client, for the purposes and in accordance with the terms specified herein and in the Agreement.
    3. In the event Client wishes to instruct Candex to Process Personal Data other than as specified in this Notice and the Agreement (“New Instructions”), Client shall provide Candex with prior written notification containing the New Instructions. New Instructions shall be in force after approved in writing by Candex.
    4. Notwithstanding the above, Candex will not be obligated to perform any instruction or Processing, which in Candex reasonable determination, is in violation of applicable law, and Candex shall notify Client without delay regarding such determination.
    5. The provisions set forth in this Notice, the Agreement, and as otherwise agreed to between the Parties shall constitute Client’s documented instructions to Candex under the meaning of Article 28 of the GDPR.
  6. AUDITS
    1. Upon Client’s reasonable request, Candex will provide Client with relevant documentation or records (which may redacted to remove confidential commercial information) which will enable it to verify Candex’ compliance with its data protection and security obligations under the terms of the GDPR, not less than thirty (30) days of receipt of such request in writing.
    2. Where, in the reasonable opinion of Client, such documentation is not sufficient in order to meet the obligations of Article 28 of the GDPR, Client may, upon reasonable prior written notice to Candex and upon reasonable grounds, conduct, at Client’s expense, an on-site audit of Candex’ premises only as used in connection with the Services provided to Client, solely to confirm compliance with Candex’ data protection and security obligations under the GDPR.
    3. Any audit carried out by Client will be conducted in a manner that does not disrupt, delay or interfere with Candex’ performance of its business in any way. Client shall ensure that the individuals carrying out the audit are under appropriate confidentiality obligations as approved by Candex.
  7. DATA SUBJECTS' RIGHTS
    1. Client shall have sole liability to comply with obligations in connection with the rights and freedoms of Data Subjects pursuant to applicable laws.
    2. For the sake of clarification, the Parties agree that as Candex may have direct access to or contact with the Data Subjects, Candex in connection with their Personal Data. To the extent applicable to Client under the Agreement, Candex shall respond and process requests and instructions provided by Data Subjects. In the event Candex receives direct requests from Data Subjects, Candex’ sole responsibility shall be to communicate such requests or instructions to Client.
    3. Candex shall make reasonable commercial efforts to assist the Client by appropriate technical and organizational measures, insofar as possible, for the fulfilment of the Client's obligations to respond to requests for exercising the Data Subjects’ rights pursuant to applicable laws and the Agreement.
  8. DATA REGARDING CLIENT AND NON-PERSONAL DATA
    1. Candex only collects Personal Data regarding its Clients and Client Sellers which the Client has provided Candex voluntarily, by engaging with Candex for the provision of the Services. Client is not required by any law to provide Candex with any Personal Data regarding Client or the Data Subjects.
    2. Candex logs domain and IP address automatically; this information identifies the device or Product that is being used to access Payment Services.
    3. Candex also uses cookies, web beacons or similar technologies to gather Data. Client hereby explicitly authorizes Candex to use cookies and similar technologies in connection with the provision of the Services, and represents that Client has all requisite rights to grant such authorization to Candex.
    4. In respect of Non-Personal Data, Client agrees that Candex has unlimited rights to such information and that Candex may use such information without limitation. Such information shall be deemed to be non-confidential.
    5. Non-Personal Data is collected and processed mainly for analysis in order to constantly improve and maintain the Services, including among others, for ensuring the technical functioning of the Services, to help prevent fraudulent use of the Services and for developing new Services.
    6. Candex may share non-personal, aggregate data regarding Services usage with Candex’ affiliates, Clients and advertisers. From time to time, Candex may release non-Personal Data in the aggregate, e.g., by publishing a report on trends in Services usage.
    7. Client is entitled to review its Personal Data, and may exercise such right by sending Candex a request to: notice@candex.com . In the event any Personal Data is incorrect or outdated, Client may update and correct such data by providing us with the appropriate information.
    8. Client may also be entitled to request the erasure or the restriction of Personal Data, and Candex will comply with such requests, to the extent required under applicable law.
    9. To the extent processing of Personal Data is conducted on the basis of Client’s consent, Client may rescind such consent, by sending Candex an email to: notice@candex.com . In the event Client rescinds its consent to the processing of Personal Data, Candex may not be able to provide Client with some or all of the Services.
    10. To the extent applicable to Client and the Services, Client may request the portability of its Personal Data.
    11. Candex retains Personal Data for the duration necessary in order to: (i) fulfill the purposes of Processing described herein, and (ii) defend or assert legal claims and liability, or as otherwise permitted under applicable law.
  9. SUB-PROCESSING
    Client hereby grants Candex express authorization to engage with Sub-Processors for the provision of the Services, as determined by Candex in Candex’ reasonable determination. 

  10. INTERNATIONAL TRANSFERS OF DATA
    1. Client acknowledges that Candex is an international corporation, and that Personal Data may be transferred to a country other than the country where Data Subjects are located in connection with the provision of Payment Services to Client and Client Sellers.
    2. In the event Candex transfers Personal Data across international borders, Candex will use appropriate safeguards to ensure a level of security appropriate to the risks from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Personal Data transferred.
    3. Client shall have sole responsibility to obtain and document all necessary consents from Data Subjects to the transfer of Personal Data if required under applicable law.
    4. Unless Client notifies Candex in writing that the transfer of Personal Data is prohibited, any such transfer shall be regarded as permitted explicitly by Client.
  11. REPORTS AND NOTIFICATIONS
    1. Candex shall provide Client, upon Client’s reasonable request, made pursuant to Client’s obligations towards a competent supervisory authority, with information necessary to demonstrate compliance with obligations pursuant to applicable law.
    2. Candex shall notify Client in writing upon an event of data breach that affected Client’s Personal Data, and/or as otherwise required under applicable law.
    3. Candex may disclose Data to law enforcement, regulatory or other government agencies, or third parties, if Candex reasonably believes that such disclosure is necessary to comply with a judicial proceeding, court order, or a legal process, provided however that Candex shall notify Client in writing regarding any legally binding request for disclosure of Personal Data by a law enforcement authority, unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation.
  12. LIABILITY AND INDEMNIFICATION
    Client will defend, indemnify, and hold harmless Candex, and its officers, directors, employees, successors, and agents, from all claims, damages, liabilities, assessments, losses, costs, administrative fines and other expenses (including, without limitation, reasonable attorneys' fees and legal expenses), arising out of or resulting from any claim, allegation, demand, suit, action, order or any other proceeding by a third party (including supervisory authorities) that arises out of or relates to a violation of the Client's representations and/or obligations under this Notice.

  13. TERM 
    The term of this Notice shall start on the Effective Date and continue until termination or expiration of the Agreement.

  14. GENERAL TERMS.
    1. The above Sections 4, 5, 6, 7, 8.7-8.11, 10 and 11 shall be in force only in the event the GDPR applies to the Processing of Personal Data pursuant to this Notice.
    2. In the event of inconsistencies between the provisions of this Notice and the Agreement, the provisions of this Notice shall prevail with regard to the Parties’ data protection and privacy protection obligations.
    3. The waiver by either Party of a breach of any of the terms and conditions of this Notice must be in writing and will not be construed as a waiver of any subsequent breach of such term or condition or the waiver of the provision itself. A Party’s performance after the other Party’s breach shall not be construed as a waiver of that breach.
    4. Neither Party shall assign this Notice (or any part thereof) without the advance written consent of the other Party, except that Candex may assign this Notice in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities.
    5. If any provision of this Notice shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Notice shall otherwise remain in effect.
    6. This Notice shall be governed by and construed in accordance with the same laws as the Agreement. Any claim under this Notice may be solely brought to the competent courts as specified in the Agreement.
    7. Candex may amend this Notice from time to time, and make the amended Notice available to Client.

Thank you for your interest in Candex. Someone will be in touch with you to schedule a demonstration.