These Terms of Use (“Terms”) govern the access to and use of ODOS supplied by FLEET220, the Reseller, registered address at Milan, Via Carducci 12, , and its affiliated companies and sub-suppliers (“Reseller” “us” “we”) as accepted by the customers signing up for and accessing ODOS (“Customer”, “you”)”. Reseller and Customer together are also referred to as “the Parties”. 

      1.     Services 

ODOS is a Software as a Service solution enabling the creation and management of prepaid cards “Cards” for handling corporate expenses through the Reseller user app and web portal (“ODOS” or “Services”). ODOS is accessed by Customer through one or more administration account(s) (“Admin Login”) and all employees provided with a Card (“Cardholders”) have access to their own Card information through a personal log-in to the ODOS mobile app. 

2.     Integrations and partners 

ODOS is integrated with:

• The “Card Provider”: A bank or E-money Institution integrated to Reseller providing payment services including issuance and settlement of Cards based on an approved KYC/KYB evaluation of Customer.

Using the Services is conditioned by exchange of data between ODOS, and the Card Provider as further described in section 6 below.      

      3.     Acceptable use

When signing up to ODOS and using the Services Customer ensures that:

• All information provided is accurate, complete, and current.
• All Passwords to Admin Login and Cardholder Logins are duly safeguarded and updated. 
• All funds placed and managed through ODOS and Card Provider are legally at Customer’s disposal and within Customer’s authority to spend. 

 When signing up to ODOS and using the Services, Customer ensures that it will not:

• Circumvent, disable, interfere, intercept, disrupt or hack the Services, nor collect any data or Intellectual Property from the Services other than for acceptable use in accordance with the Terms.
• Use ODOS, or the Card Provider services for purposes other than intended.
• Use the Services if access to Cards or accounts is suspended or otherwise banned 

Reseller shall be notified immediately if Customer becomes aware of any breach of security or unauthorized use of Customer’s Admin Login or Cardholder logins, or if you become aware of any other breach of these terms for acceptable use of ODOS. 

Failure to comply with these terms of acceptable use constitutes a material breach of the Terms and may result in immediate termination of your account and all accesses to the Services without notice and/or legal actions including proceedings for reimbursement of all costs including, reasonable administrative and legal costs, in addition to any other remedies available for such a breach. 

 

      4.     Intellectual Property

Unless otherwise indicated, the Services are proprietary property and all elements including but not limited to source code, databases, functionality, software, designs, audio, video, text, photographs, graphics and “look & feel” of the Services and the trademarks, service marks, and logos contained therein are owned or controlled by or licensed to Reseller and are protected by copyright and trademark laws. 

Reseller grants Customer a non-exclusive, non-transferable license to use the Services and the functionalities contained herein within the acceptable use as specified in section 3 above. 

      5.     Customer data and Cardholders’ personal data 

Customer shall retain all rights, titles and interests in and to (a) all data and other information transmitted by Customer to Reseller in connection with Customer’s use of the Services and (b) reports and other materials generated by the Service following such transmission, provided, however, that you hereby grant a worldwide, royalty-free, non-exclusive license to Reseller, its sub suppliers and third party partners to use (i) data generated as a result of your use of the Services for purposes of maintaining and improving the Services, and (ii) non-identifiable, anonymous, aggregated data regarding your use of the Service for statistical and marketing purposes, in so far that such use otherwise is permitted according to applicable data protection regulation. 

Reseller collects certain information about you and the Cardholders, and we share and exchange such information with Card Provider in order to operate and deliver ODOS and our Services. Thus, by accepting these terms you agree that Reseller can collect your and Cardholder’s payment account data from Card Provider.

The Parties agree that Reseller is data controller of your and the Cardholders’ personal data in accordance with the definition laid down in the General Data Protection Regulation (Regulation (EU) 2016/679). Reseller will in its capacity as data controller manage and protect the processed personal data in accordance with the applicable European data protection laws.

Unless you have provided your explicit permission, neither your or the employee Cardholders’ personal data will be used for marketing purposes by us or our commercial partners (unless you have independently provided your consent to them directly), nor will it be shared with third parties unconnected with ODOS or the Services.

For more information on our processing of your and the Cardholders’ personal data, reference is made to Reseller’s privacy policy that can be found https://www.odospay.eu/terms.  The privacy policy and the processing of personal data described herein is accepted by you when accepting these Terms.

      6.     Hosting and IT Security 

Reseller hosts Customer data at AWS multi-tenant servers according to the standard terms available from

AWS at all times including the additional Financial Services Addendum when require., 

Resellers Services are certified according to the Payment Card Industry Data Security Standard (PCI DSS) a global standard that provides a baseline of technical and operational requirements designed to protect account data. Reseller will take all reasonable precautions to implement data backup services for the data stored in ODOS.

      7.     Maintenance 

The Services will occasionally be subject to maintenance and updates. Reseller will use reasonable endeavours to plan maintenance and updates outside peak hours, and to ensure that any material errors in the Services will be addressed as soon as reasonably possible. 

      8.     Changes to the Services 

Reseller may at its sole discretion decide to change or add new features to ODOS or cease to deliver (parts of) the Services to some or all Customers. We may subcontract or assign the provisioning of the Services to partners or subcontractors. 

By agreeing to the Terms, Customer acknowledges that the provisioning of the Services may change without notice, however Reseller will provide at least 1 (one) month’s prior notice before any general, significant changes to the Services take effect. 

In case of suspicion of fraud or material breach of these Terms, or the terms of and/ Card Provider, Customer accepts that Reseller at its sole discretion may suspend or discontinue, without prior notice, some, or all the Services.

9.  Disclaimer 

Use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.  

Specifically, Reseller does not warrant that a) the Service will function uninterrupted, secure, or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirement.

ODOS is not an accounting service and Reseller cannot guarantee the accuracy or correctness of our automated Services such as collection of data and export to accounting and/or expense management systems. Customer is encouraged to manually check the accuracy and correctness of such Services before using this data.

10. Termination and suspension 

Customer may terminate the Services providing 1 (one) month’s notice and payment for the last invoice due for use of the Services. Reseller may terminate the Services for any reason providing 1 (one) month’s notice. Upon termination, Customer’s, and all Cardholders’ rights to use the Services will immediately cease. 

Reseller may suspend the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation suspicion of breach of the Terms or fraud regarding the use of cards. Reseller will promptly notify Customer of the suspension and will limit the suspension in time and scope as reasonably possible under the circumstances. 

11. Limitation of liability 

In no event shall Reseller its directors, employees, partners, agents, suppliers, or affiliates be liable for any indirect, incidental, consequential or punitive loss or damage sustained by (i) Customers or Cardholders or (ii) others directly or indirectly making use of the ODOS , including any loss or damage arising from any defects, delays, interruptions, or failures in the Services to the extent permitted by law applicable to the Services and these Terms. Reseller shall in no circumstances be liable for loss or damage arising out of or in relation to any loss of business, loss of profit, loss of reputation or goodwill, corruption to or loss of data.

Without limitation to any of the foregoing, the liability of Reseller in contract, tort or on any other basis for any loss or damage sustained by (i) Customers or Cardholders (ii) others directly or indirectly making use of ODOS, arising from Reseller’s negligence or breaches of its duties or obligations, shall, individually and in the aggregate, be limited to 10.000 €.

12. Governing law and jurisdiction

Disputes arising from or subject to these Terms shall be governed and construed in accordance with the laws of Italy, without regard to its conflict of law provisions. Any disputes that cannot be solved amicably shall be settled by the Milano court forum.

13. Acceptance and update of Terms 

Your access to and use of ODOS is conditioned by your acceptance and compliance with these Terms, and you warrant and represent that these terms have been accepted by the person(s) authorized to sign on behalf of the Customer. If you disagree with any part of the Terms, then you may not access or continue to use the Service.

Reseller may from time to time vary these Terms and make the updated version available https://www.odospay.eu/terms. Reseller will make all reasonable efforts to communicate these changes to you via email, website or in-app communication, and you will be subject to the changes in any revised Terms by your continued use of the Services after the effective date of such revised Terms as posted.

14. Miscellaneous 

Failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.