TERMS OF SERVICES

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1. Definitions
2. Object
3. Identification
4. Description of Services
5. Card
6. General Card Information
7. Usage fee and commissions
8. Billing
9. Access and User Registration
10. Company Warranties 
11. Limitation of Liability
12. Fuell Insolvency
13. Vendor Service
14. Denial of Transactions
15. Contact and Claims
16. Intellectual Property
17. Termination of Contract
18. Termination of Contract
19. Personal Data Protection
20. Miscellaneous
21. Jurisdiction and Applicable Law
    

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1. DEFINITIONS

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"App" means: Fuell Mobile App.

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"Total Transaction Amount" means: 

The total amount of the On-line Transaction or Off-line Transaction, including the Transaction itself and any commissions, fees and taxes.

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"Client" or "Company" means: 

A company that has contracted the Services related to the Card for its Employees and has accepted these General Terms of Use, the General Terms of Services, the Payment Service Provider Terms, as well as the Privacy Policy.

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"Funds Redemption Fee" means: 

The fee applicable to the Company, when the Company proceeds to recover the amounts deposited in the Electronic Money Account prior to the date of termination of the Agreement or after thirteen (13) months have elapsed since the termination of the Agreement.

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"Services Terms" means: 

These Services Terms.

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"Payment Service Provider Terms" means: 

The particular terms and conditions of the payment service provider for the Company and the Employee. You can view them by clicking here.

"Terms of Use" means:

Fuell's General Terms of Use which can be viewed here.

"Agreement" means: 

These Terms of Services, the Terms of Use, the Payment Service Provider Terms and the Privacy Policy and, where applicable, other particular or Provider terms and conditions communicated to the Company or Employees.

"Electronic Money Account" means:

The e-money account assigned to the Customer to which the Fuell Cards will be associated.

"Devoluiva" means: 

The company DEVOLUIVA, S.L.U., a company incorporated in Barcelona, with registered office at Avenida Diagonal, n.º 67 (Barcelona - 08019) and NIF B-66505140.

"Employee" or "Employees" means:

Any employee of the Company who has registered and who has completed the necessary data and accepted the present Terms of Use, the General Conditions of the Services, the Payment Service Provider Conditions and the Privacy Policy and who has been authorized by the Company to use the Card in the strict context of the Company's professional activity.

"Fuell", "Company" or "Company" means:

FUELL TECHNOLOGIES, INC. a company of U.S. nationality, with registered office at 251 Little Falls Drive, Wilmington, County of New Castle, DE-19808, Delaware, United States, incorporated for an indefinite time by public deed authorized by the Notary of Madrid Don Alfonso Madridejos Tena, on December 13, 2019, with the number 2,899 of his protocol, registered in the Commercial Registry of Madrid, provided with NIF N-0240293-A, holder of the Platform.

"Available Limit" means:

Limit of funds granted by the Company to the Employee and available for use for expense management purposes (represented by the limitations shown on the Employee's Card). For clarification purposes, the Available Limit does not represent a balance on the Card, but a limitation on consumption. For this reason, it could be the case that the Available Limit or limit is higher than zero and the Card cannot operate due to lack of funds in the Company's account.

"Off-line Transaction" means: 

Transactions made by the Employee in which the payment terminal does not receive an authorization and is processed off-line. The Employee may not use his or her Card for off-line transactions.

"On-line Transaction" means:

Transactions made by the Employee in which the payment terminal receives a real-time authorization.

"Parties" means:

Jointly, Fuell and the Customer.

"PIN" means: 

Personal identification number assigned to each Cardholder.

"Platform" means: 

The App and the Web through which the technological solution that Fuell makes available to the Users is accessed.

"Quotation Owner" means.

Natural person designated by the Cardholder or by the Administrator User who has the powers to carry out the Services listed in Annex I of these General Terms and Conditions of the Services.

"Providers" means: 

The third party providers of Services for the Platform.

"Payment Service Provider" or "Pecunpay" means: 

The company PECUNIA CARDS E.D.E., S.L.U. company incorporated in Madrid, with registered office at calle Guzmán El Bueno, n.º 133 - Edificio América - Bajo B (28003 - Madrid) Spain and NIF B-86972346, electronic money institution with registration number 6707 in the Bank of Spain.

"Privacy Policy" means: 

The provisions of our privacy policy, which can be consulted at the following link.

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"User Roles" means:

The type of User to be designated by the Customer, the Holder or the Administrator User and which are classified into 5 types (Holder, Administrator User, Budget Owner, Regular User and Accountant User) based on the rights associated with each User listed in Annex I of these General Terms of the Services they may perform.

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"Services" means:

The various services provided to the Company and Employees through the Platform and identified in Clause 4.1 of these Terms of Services and in the Payment Service Provider Terms.

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Fuell may modify the Services or add new features in the future. It may also subcontract or assign the provision of any or all of the Services to a third party. By accepting these Terms and Conditions for the Services, you acknowledge and agree that the form and nature of the Services may be changed without notice.

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The Company and the Employee acknowledge and agree that Fuell may suspend or discontinue, without prior notice and at its sole discretion, any or all of its Services, which will result in any or all of the suspended or discontinued Services being unavailable. 

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In the event that Fuell decides to suspend or discontinue any, or all, of its Services, it shall give the Company thirty (30) days' notice.

"Expense Management Software" means: 

Fuell's data management software.

"Holder" means:

The sole administrator, joint administrator, joint administrators or members of the board of directors of the Company or such person with sufficient powers to carry out all the rights associated with each User in Annex I of these General Terms and Conditions of the Services. In the event of loss by the Holder of his rights to his Electronic Money Account(s), the Client undertakes to inform Fuell without delay so that it can notify Pecunpay. In the absence of notification or in the event of late notification, Fuell may not be held liable. In addition, the Cardholder or the Client may grant a power of attorney to an Administrator User, Quotation Owner, Regular User or Accountant Users, authorized to use the Services in their name and on their account, and under their sole responsibility.

"Card" or "Fuell Cards" means:

Corporate debit cards, electronic money support or multipurpose e-money, of physical or virtual nature and with nominative character, issued to the Employees of the Company by the Payment Service Provider, subject to the applicable regulation of electronic money entities subject to the supervision of Banco De España. For clarification purposes, it is a debit card, not a credit card, and is not linked to the Company's or the Employee's bank account. The Company must ensure that it has sufficient funds available in the Electronic Money Account for the Card Employee to use the Card. The Card will cease to function on the expiration date indicated on the Card. The Card is intended for business use only.

"Administrator User" means:

Natural person designated by the Owner who has the powers to carry out some of the rights associated with each User listed in Annex I of these General Conditions of the Services.

"Accountant User" means:

Natural person designated by the Holder or by the Administrator User who has the powers to carry out some of the rights associated with each User listed in Annex I of these General Conditions of the Services.

"Regular User" means:

Natural person designated by the Owner or by the Administrator User who has the powers to carry out some of the rights associated with each User listed in Annex I of these General Conditions of the Services. Depending on whether he/she is assigned the role of Owner of a Quotation, he/she will be able to perform a greater number of the Services listed in Annex I of these General Terms and Conditions of the Services.

"User(s)" means: 

Natural person expressly authorized by the Client, the Owner or the Administrator User to access the Client's personal space and use the Services, within the limits defined by the Client. The Owners, the Administrators, the Regular Users, the Budget Owners, the Accounting Users are Users.

"Web" means: 

The site and corresponding domain, hosting space, page or set of pages, content, graphics and other miscellaneous information contained in such space or pages of Fuell, accessible via computer, mobile devices or other electronic means.

In these Terms of Services, unless a contrary intention appears:

1. The use of the singular shall include the plural and vice versa. 

2. The use of any gender includes the other genders.

3. Headings are used for reference only.

4. References to any legislation or rules include any successor legislation or rules, and are to the legislation or rules of the Spanish State unless otherwise expressed.
5. Any phrase introduced by the terms "including", "include", "in particular" or any similar expression should be interpreted as illustrative and does not limit the meaning of the words preceding those terms.

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2. OBJECT

• 2.1. Fuell provides Companies with a Platform for the management and control of their Employees' expenses with or without Fuell Cards. The Company will be the holder of an Electronic Money Account, to which it can optionally link the business expenses of its Employees through Fuell Cards.
• 2.2. The Terms of Service are intended to supplement the Terms of Use and the Payment Service Provider Terms by regulating the particular aspects of the relationship between Fuell, the Company and the Employee.

3. IDENTIFICATION

• 3.1. The company that owns the Platform and the Data Management Software is Fuell.
• 3.2. The Electronic Money Account, the Fuell Cards and the functionalities associated with them, as well as the systems necessary for their operation are provided by PECUNIA CARDS E.D.E., S.L.U., an electronic money institution, registered in the Bank of Spain, number 6707. Pecunpay will be in charge of executing and processing all operations and payment services related to Fuell Cards. All information regarding Pecunpay can be found at https://www.pecunpay.es/legal.
• 3.3. The activities related to VAT recovery are carried out by DEVOLUIVA, S.L.U. All the information related to Devoluiva can be consulted at https://www.devoluiva.com/avisolegal.

4. DESCRIPTION OF SERVICES

• 4.1. The Services to which the Companies will be able to access through the Holder are, among others, the following:
• 4.1.1. Activation of Fuell Cards (both physical and virtual);
• 4.1.2. Full management of Fuell Cards;
• 4.1.3. Management of Fuell Card registrations;
• 4.1.4. Possibility to suspend Fuell Cards;
• 4.1.5. Management of Fuell Card cancellations;
• 4.1.6. Total control over the amount loaded on each Card depending on the corporate budget for each Employee;
• 4.1.7. Control over the expenses incurred by each Employee with or without Fuell Cards;
• 4.1.8. Ability to upload receipts for transactions made by the Employee.
• 4.1.9. Ability to download transaction reports.
• 4.2. The Services you will be able to access as an Employee are as follows:
• 4.2.1 Ability to obtain a physical or virtual Card (upon company approval);
• 4.2.2. Access to the App to report expenses made with a means of payment other than Fuell, per diems and mileage;
• 4.2.3. Consult your transactions;
• 4.2.4. Consult your expenses and your spending limit;
  

5. CARD

• 5.1. The Card is a debit card not linked to your bank account. The Company must ensure that it has sufficient funds available in the Electronic Money Account so that the Cardholder, i.e., the Employee, can pay for each purchase or payment made with his or her Card.
• 5.2. The Card may be used by the Employee to purchase goods and services for the Company in accordance with Clause 6.
• 5.3. The Card is intended to be used as a means of payment, and funds loaded to the Electronic Money Account do not constitute a deposit. No interest will accrue to the Company and/or the Employee on the balance of the Electronic Money Account.

6. GENERAL INFORMATION Card

• 6.1. Card shipping: once the Company proceeds to register the Employee, he/she will receive the Card at the address indicated by the Company.

• 6.2 Card activation: once the Employee registers according to the established procedure, a PIN will be automatically generated. Once this action has been carried out, certain data will be automatically crossed and it will be verified that the Cardholder is the same one who has accessed the App, and the activation will be accepted or denied.
• 6.3. Card Blocking and Deletion: The Company may block and unblock the card ("Freeze" and "Unfreeze") and proceed to delete the Employee's Card by requesting it via chat or by emailing soporte@getfuell.com.
• 6.4 Card expiration: the duration of the Card will be as indicated on the Card itself, although all cards will expire at the end of the commercial relationship between Fuell and the Company. 
  
  It shall be at Fuell's discretion to replace the Employee Card prior to its expiration date. The new expiration date will be the date indicated on the new Card.

• 6.5. Changing the Available Card Limit: Only the Company holding the Electronic Money Account may change the limit of the Employee's Card. It is not permitted to change the limits of a Card for conduct that falls within the prohibitions on Use set forth in Section 16.
• 6.6. In order to prevent fraud, money laundering, terrorist financing or any other financial crime, we reserve the right to vary these limits and to refuse any reload at any time. The Electronic Money Account and the Card can only be loaded through the channels enabled for the Company on the Platform. In addition, Pecunpay may restrict or refuse to authorize any use of the Card if its use is causing or may cause a breach of these Terms of Services, or if it has reasonable grounds to suspect that the Employee or a third party has committed, or is about to commit, a crime or other abuses in connection with your Card.
• 6.7. Consultation of available funds of its Electronic Money Account and the Card: from the Platform the Company will be able to consult the available funds and the status (i.e. amount of the transactions made, a breakdown of the same) of the funds assigned to the Employees' Fuell Cards. From the Platform, the Employee will be able to consult the available balance and the transactions made on his Card.
• 6.8. Where to use the Card: The Card can be used at all online and physical merchants where Mastercard or Visa functions are accepted, depending on the issuer of the particular Card (can be identified on the Card itself) with debit BIM. The functionality of the Card may be affected in so-called "Offline Transactions".
  
  The Card is not valid for ATM cash withdrawal transactions. Fuell cannot guarantee that a particular retailer will accept the Card. Employees should verify with the retailer that the Card is valid before attempting to conduct the transaction. The Employee may not be able to use the Card to make purchases at certain merchants that have been blocked to prevent possible use for unauthorized or illegal activity.

• 6.9. Card Operation: Once the transaction initiated by the Employee has been completed and authorized by the Employee, it cannot be stopped or reversed. However, you may, in certain circumstances, be entitled to a refund in accordance with the Terms of Use, the Terms of Services, and if applicable, the Payment Service Provider Terms. Upon receipt of notification of the authorization of a transaction and the order for payment of the transaction, the value of the transaction, plus any applicable fees and charges, will normally be deducted from the Electronic Money Account, subject to the Available Limit on the Employee's Card.
  
  The use of Fuell Cards must be carried out through an On-line Transaction, since Off-line qualified transactions are excluded from the scope of the Card. 
  
  The Employee may not use his/her Card if the Total Amount of the Transaction exceeds the Available Limit, or after the expiration date of the Card, or in Off-line Transactions.
  
  Under normal circumstances, if an attempt is made to make a payment in excess of the Available Limit on the Card, or after the Card expiration date, or in Off-line Transactions, the transaction will be declined. 
  
  If for any reason, a transaction is processed for an amount in excess of the Available Limit on your Card, or after the Card expiration date or in Off-line Transactions, the Employee must return the amount by which the Total Transaction Amount exceeded your Available Limit. In the event that the Employee does not return the aforementioned amount within fourteen (14) days from Fuell's communication, the Company and the Employee grant the right to Pecunpay to take whatever actions are necessary to recover any outstanding amounts, including the exercise of legal actions.
  
  Fuell Cards and access credentials must not be shared. The Employee agrees not to disclose his/her password, access code or personal identification number to any third party. The Employee and/or the Company must notify Fuell immediately upon becoming aware of any breach of security or unauthorized use of the Card. Any failure to comply with the above requirements constitutes a breach of the Agreement and would result in immediate termination of the provision of the Services.

• 6.10. Countries in which the Card operates: The Card will work in all countries where Mastercard or Visa cards operate (depending on the Card issuer). You can check the countries at the following links https://www.visa.es/ and https://www.mastercard.es/.
• 6.11. Loss or Theft of the Card: In the event that the Company or the User suspects the loss or theft of a Card, please proceed to block the Card, using the mechanisms provided and inform Fuell as soon as possible through the Customer Service Department, through the Communication Channels listed in Clause 9 of the Terms of Use. Once the loss or theft of the Card has been verified, Fuell will send you a replacement card and/or new PIN. Certain fees may apply for reissuance of a lost or stolen Card; see Clause 8 for details.
• 6.12.Unless prior notice is given by the Company or the Employee as indicated in the preceding paragraph, we will assume that all transactions are made by the Employee.

• 6.13. It is the Company's responsibility to maintain and ensure that each Cardholder keeps his or her Card and information secure. In addition, the Company will be responsible for all transactions made with the Card, and for any losses and liabilities arising from the use or misuse of the Card or the Electronic Money Account.
• 6.14. The Company must ensure that each Employee keeps his or her PIN secure at all times. The Employee shall perform among others the following behaviors:
  
  - Memorize your PIN as soon as you receive it;
  - Never write the PIN on the Card or anywhere you normally keep your Card;
  - Keep the PIN secret at all times, including not using it if someone else is watching; and
  - Not disclose the PIN to a third party and therefore be the only one to operate your Card.
  
  Failure to comply with this conduct may be considered gross negligence and may affect the Company's ability to claim any losses.
• 6.15. Reservation transactions: Any amount subject to a reservation (i.e., a hotel or car rental reservation) will place a "hold" on available funds until the retailer sends us the final payment amount for the purchase. Once the final payment amount is received, the hold on the reservation will be removed. It may take up to 30 days for the hold to be removed. During the hold period, the Company and Employees will not have access to the pre-authorized amount.
• 6.16. Transactions in a currency other than Euro: If the Card is used for a transaction in a currency other than the currency in which the Card is denominated, i.e. to Euros, the transaction will be converted to this currency by the Mastercard scheme network at a rate set by Mastercard International Incorporated and Pecunpay, see www.mastercard.com/global/currencyconversion. The exchange rate varies throughout the day and is not set by Fuell, therefore Fuell is not responsible for and cannot guarantee that the Company will receive a favorable exchange rate. Changes in exchange rates may be applied immediately and without notice. You may ask Fuell for information on the exchange rate used after the transaction has been completed by contacting our Customer Service.

7. PRICE OF USE AND COMMISSIONS

• 7.1. The price will be agreed upon in a proposal between the Company and Fuell.
  7.2. If Fuell modifies the price, it shall notify the Customer with 30 days' notice. The Customer shall have the option to terminate the Contract, if applicable.

8. BILLING

• 8.1. Fuell will invoice the Company annually, based on the number of Users and Services contracted, as well as any valid alternative agreement between Fuell and the Company made on a separate order form. The form of periodic billing shall be by any billing method Fuell decides to implement, by way of example and not limitation: automatic billing through the Company's Fuell Cards or billing by issuance of a corresponding invoice.
• 8.2. If automatic billing does not occur for any reason, Fuell will contact the Company. The Company shall have five (5) working days from the date of such communication to provide a valid method of payment. In any event, in the event of non-payment within 10 days or in the event that upon Fuell's request, the Company fails to correct the billing data within the aforementioned period, Fuell reserves the right to suspend the Services and recover any outstanding debt or overdue payment directly from the Company or through a third party collection service.
• 8.3. The Payment Service Provider will charge the following Fees to the Company:
  
  - Card activation and periodic fees:
  a. Initial physical card fee (max. 1 card per Employee 0.00 euros).
  b. Physical card replacement fee: 6.5 euros.
  c. Initial fee for the virtual card (no charge is applied for the Employee's first card, regardless of the number of cards requested): 0.00 euros.
  d. Fee per additional virtual card (max. 5 cards per Employee): 0.00 euros.
  e. Virtual card replacement fee: 6.5 euros.
  
  - Fees for Fuell Card Company loading:
  
  a. Charge by bank transfer (no commission applied): 0.00 euros.
  b. Charge through virtual POS: Assigned Fee + 0.10 euros. The assigned fee is understood to be the fee that Pecunpay, as the acquiring entity, has to assign to the owner of the card operating at the POS plus the Visa or Mastercard and Redysis commission.
  
  - Transactions Rates:
  
  a. Domestic ATM cash withdrawals: Not allowed.
  b. International ATM cash withdrawals: Not allowed.
  c. Balance inquiry at ATM (no commission applied): Not allowed.
  d. Purchase in international trade Euro Zone (currency other than the euro): 1.75%.
  e. Purchase in international trade Non-Euro Zone: 2% of value
  
  - Administrative transactions:
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  a. Commission for Refund of Funds: 0.00 euros.
  b. Cancellation fee: 0.00 euros
  c. Chargeback: 15.00 euros
  
  - Devoluiva's Service:
  
  Success fee of 50% of the VAT of the invoices that Fuell manages to recover for the Company from the tickets uploaded by the Company on the Platform. Fuell is not responsible for the VAT deductibility of the expenses for the Company with respect to the Tax Office or other collecting agencies.

9. USER ACCESS AND REGISTRATION

9.1 Acceso a los servicios:

• 9.1.1 Those legal entities validly constituted that successfully pass the validation system (see Clause 9.2.2.) may access the Services as Companies and those natural persons, employees of a Company that are registered by the Company, may access the Services as Employees.
• 9.1.2 To fully access the Services you must have an internet access point and, in the case of the Services that are executed through the App, the download of the App.
• 9.1.3 They must also register with the Platform as appropriate, completing the corresponding registrations and accepting the Privacy Policy in advance, as well as the Terms of Use, the Terms of Services and the Payment Service Provider Terms.

9.1 Registration procedure:

• 9.2.1 Once your request has been submitted according to the process defined by Fuell, Fuell will contact the Company at the email address provided, in order to collect the necessary information for Pecunpay to carry out its internal validation process and comply with the requirements established in the applicable regulations for the prevention of money laundering and terrorist financing.
• 9.2.2 Upon successful completion of the validation procedure, the Company will be registered and Fuell will send a confirmation email to the Card Holder. The Company will then be able to provision its Electronic Money Account by a first incoming transfer from an account opened in its name with a provider located in the European Union, in the European Space or in a third country imposing equivalent anti-money laundering and anti-terrorist financing obligations. The Company may then also order Cards and add Users to the Electronic Money Account(s). Notwithstanding the foregoing, The Company may not carry out any Transaction until Fuell has proceeded with the activation of the Services.
• 9.2.3 Fuell may request additional information from the Companies during the validation phase or, if necessary, for access to specific services.
• 9.2.4 With respect to the designation of Users, the Company expressly exempts Fuell from the professional secrecy regarding the data of the Electronic Money Account(s) of payment with respect to the Users. In addition, the Holder or the User(s) Administrator(s) designated by the Holder shall determine under the sole responsibility of the Holder, for each User the perimeter of the rights available to him/her with respect to the Electronic Money Account. Each User will receive personalized security data that will be specific to him/her, in order to be able to access his/her personal space. The personal space of each User will be personalized according to the rights that the Client grants him/her. The different User profiles are: Owner, Administrator, Budget Owner, Regular and Accountant. The details associated with each User are detailed in Annex I. The Owner or the Company may grant a power of attorney to an Administrator User, a Regular User (whether or not a Quotation Owner) or an Accountant User, authorized to use the Services in their name and on their account, and under their sole responsibility.
  
  Registration of Employees: once the Company requests the registration of the Employee by including his/her name and valid e-mail address and once verified that he/she complies with the conditions contracted by the Company, a link will be automatically sent to the e-mail address provided for the employee to complete his/her registration as an Employee, for which he/she must include the following information:
  
  9.2.4.1 First and last name;
  9.2.4.2 phone number;
  9.2.4.3 National Identity Card and expiration date;
  9.2.4.4 password for access login; and
  9.2.4.5 passcode.
• 9.2.5 Once the user has been registered as an Employee, he/she will be granted an exclusive PIN number to operate with his/her Card.
• 9.2.6 Persons under 18 years of age or without legal capacity will not be allowed to register.

10. COMPANY WARRANTIES

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The Company guarantees that:

• 10.1. It is duly constituted and registered in accordance with the applicable regulations.
• 10.2. The Holder is duly authorized and has sufficient power of representation to be bound by the terms of the Agreement. In the event of loss by the Holder of his powers of representation of the Company, the Company undertakes to inform Fuell thereof without delay. In the event of non-notification or late notification, Fuell shall not be liable for any actions taken or not taken by the Holder, in particular any actions relating to the designation of other User Roles.
• 10.2.1. Companies must complete the form provided by Fuell for the purpose of Registration, in which they must indicate:
• 10.2.1.1. Name and first surname of the Company's representative;10.2.1.2. Professional e-mail address;
• 10.2.1.3. Professional telephone number;
• 10.2.1.4. Number of employees of the Company.
• 10.2.1.5. Country in which the Company's registered office is located.
• 10.2.2. Once you have submitted your request according to the form provided by Fuell, Fuell will contact the Company at the email address provided, in order to collect the necessary information to perform our internal validation process and comply with the requirements set forth in the applicable regulations on prevention of money laundering and terrorist financing.
• 10.3. Understands that this Agreement is binding, which generates a series of obligations and commitments to be fulfilled by both the Company and the Employee.
• 10.4. You represent that the acceptance of the Contract does not imply the non-fulfillment of previous obligations that you may have contracted with third parties.
• 10.5. That it has the required authorizations to communicate to Fuell, the data required to register its workers as Employees.
• 10.6. It is not in a state of bankruptcy or insolvency and that it has not filed for insolvency proceedings or is in a pre-insolvency situation.
• 10.7. It is the holder of all the licenses or authorizations required by applicable legislation to carry out its activities.
• 10.8. It is the owner of the intellectual or industrial property rights necessary for the provision of the Services (e.g., trademarks, logos, etc.).
• 10.9. That it complies with all applicable laws relating to money laundering.
• 10.10. That you are aware of and have communicated to your Employees (and therefore, they are also aware of them), the existing legal limitations regarding the use of the Card, and that you agree (as well as your Employees) to comply with such limitations.
• 10.11. You agree to exclusively allow the Employee to use the Card and any other services provided under the Agreement in the exercise of the Employee's own activities.
• 10.12. Proactively ensure that the use of Fuell Cards by its Employees is in accordance with the terms of the Agreement.
• 10.13. That, in the event of detecting any violation of the above guarantees, it will inform Fuell as soon as possible and will immediately proceed to take the necessary corrective measures to reverse the situation and to collaborate with Fuell, or with any other agency or entity, if necessary.

11. LIMITATION OF LIABILITY

• 11.1. In any case, Fuell's maximum liability shall be limited, unless otherwise provided by law, to the value of the contract (i.e. the value of the subscription paid monthly by the Client).
• 11.2. In any case, Fuell is not responsible for any loss, damage, error or discrepancy that may arise from the use of the Electronic Money Account and Fuell Cards; being the Payment Service Provider in its capacity as electronic money institution the only responsible within the framework of the terms and conditions stated herein and the Payment Service Provider Conditions. Any claim in this regard, should be addressed to: servicioatencioncliente@pecuniacard.es
• 11.3. Subject to the conditions set forth below, neither Fuell, nor its directors, employees, partners, or agents, shall be liable, either in contract or tort (including liability for negligence), in addition to the cases set forth in the General Conditions of Use, for:
  
  11.3.1 Any failure or error in connection with the use of the Card resulting from abnormal and unforeseeable circumstances beyond Fuell's direct or indirect control despite Fuell's good diligence.
  
  11.3.2 For goods or services purchased by the Employee using the Card, when a retailer provides a refund for any reason (for example, if the Employee returns the goods as defective), it may take several days for notification of the refund and the money itself to be credited back to the Electronic Money Account;
  
  11.3.3 Loss of money, profits, business, data or other tangible or intangible losses, resulting (i) from access to or use of or inability to access or use the Services; (ii) from any conduct or content performed by a third party on the Services; (iii) from content that may be accessed through the Service; (iv) from Fuell's failure to comply with the Employee spending limits defined by the Company; (v) from fraud; (vi) from breach of spending policies or other unauthorized use of the Service or Cards by anyone internal to your organization; (vii) from unauthorized access, use or modification of your transfers or the contents of the Services; and (viii) from the deletion, corruption or failure to store any of the data used or processed for the provision of the Services. The Company is advised to maintain its own records and copies of the data;
  
  11.3.4 For any lost profits or any indirect, special or punitive damages that may result from the use of the Card;
  
  11.3.5 For any type of error in relation to the Available Limit when this is due to an error by the Company or a lack of balance in the Customer's Electronic Money Account;
  
  11.3.6 When the third party with whom the transition is made refuses to comply with the transaction;
  
  11.3.7 Fraud, non-compliance with spending policies or other unauthorized use by anyone internal or external to the Company;
  
  11.3.8 Retailer acceptance of the Card;
  
  11.3.9 The acts and omissions of the Providers, who are solely responsible for their own services, nor for the technical, commercial or moral reliability of the Providers, nor for the conclusion, good faith or regularity of the contracts or agreements between the Users and the Providers;
  
  11.3.10 Failure to notify or late notification of the loss of powers of representation of the Company by the Holder;
  
  11.3.11 Legal and commercial relations and any disputes arising between the Company and an establishment;
  
  11.3.12 Any damage arising from force majeure understood as any extraordinary event beyond the control of the Parties that could not reasonably be foreseen at the time of the conclusion of the Contract and whose effects prevent the performance of the obligations hereunder;
  
  11.3.13 Regardless of the internal limitations of the User's power of attorney, any damage that may result from the User exceeding his rights;
  
  11.3.14 Those transactions which, although against the orderer's will, have been carried out as a consequence of an order received for the authentication of which the established security requirements have been complied with; and
  
  11.3.15 Any damage that may arise from the execution of the Services listed in Clause 4.1 of these General Terms and Conditions of Services by the User, specifically for any actions performed by the Owner or the User in Administrator in the designation of User Roles. In particular, Fuell shall have no knowledge and shall not be liable that such User, with his User Role or those who replace them in the future, has sufficient powers to perform such actions.

• 11.4 Fuell cannot be held liable for direct damage (such as financial loss, loss of income, loss of customers, loss of image, moral damage, etc.) or indirect damage that may result from the use of the Services. In addition, Fuell cannot be held liable for any damage resulting from the execution of legal and regulatory obligations incumbent upon it (for example: asset freezing measure, blocking of a Payment Transaction for anti-money laundering and anti-terrorist financing reasons, etc.).
• 11.5 Any damages caused by the User as a result of the breach of any of the obligations to which he/she is subject by these Terms of Services, shall be the sole responsibility of the User, responding to Fuell and / or any third party that may have been harmed by the breach of the User.
• 11.6 The Company and the Employee shall be solely responsible, exonerating Fuell in any case, if they have used or allowed, directly or indirectly, the use of the Card in a manner contrary to the provisions of the Agreement or for illegal, unlawful or immoral purposes.

12. FUELL INSOLVENCY

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In the event that Fuell is declared insolvent, Fuell has taken steps to secure the funds provided by the Company. Should this situation arise, please contact the Customer Service Department who will inform you of all the details of the protocol adopted in the event of the declaration of an impossible insolvency.

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13. SUPPLIER SERVICES

• 13.1. The relationship between the User and the Providers, including the Payment Service Provider, is direct and exclusive. Fuell acts as an intermediary, providing the Platform for viewing and contracting the Services and providing you with a simple interface to use and manage.
• 13.2. The User agrees that, with respect to the Services provided by or through the use of the specified Providers, any claim, legal remedy or civil liability that may arise directly or indirectly from actions or omissions by the Providers shall be directed exclusively against this merchant and not against Fuell.
• 13.3. Notwithstanding the foregoing, if you detect any irregularity in the Services provided by factor, please contact us through the channels provided by Customer Service.

14. REFUSAL OF TRANSACTIONS

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Transactions may be denied, in the event that they incur in any of the prohibitions of Use of clause 5 of the Conditions of Use and/or in the circumstances set forth in Clause 13 of these General Conditions of Services and/or the limit established by the Company for the Employee's expenses is exceeded.

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15. CONTACT AND COMPLAINTS

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Any complaint or claim, communication, or notification should be addressed to Fuell's complaints department, whose contact details are as follows: soporte@getfuell.com

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16. INTELLECTUAL PROPERTY

• 16.1. Fuell holds all rights to the content, design and source code of the Platform and Fuell Cards and, in particular, including but not limited to, images, text, logos, designs, trademarks, trade names, software files, which are included in these. Such rights are protected by current Spanish and international legislation on intellectual and industrial property.
• 16.2 It is expressly forbidden any use by third parties of the same or any similar identifying sign that may lead to confusion about its origin or ownership, without prior written authorization from Fuell requested through the channels provided to communicate with Fuell.
• 16.3 The User agrees to use the contents to which he/she may have access as a result of the Contract in a diligent, correct and lawful manner and, in particular, undertakes to refrain from deleting, evading or manipulating the copyright and other data identifying the rights of Fuell or its collaborators or its owners incorporated into the contents, as well as technical protection devices or any information mechanisms that may be included in the contents.

17. CONTRACT CANCELLATION

• 17.1. The Contract may be terminated by the Company at any time, by means of a communication to Fuell's address in accordance with the provisions of Clause 8 of the Terms of Use and in any case to the following e-mail address: soporte@getfuell.com
• 17.2 If the Company proceeds to request the termination of the Agreement prior to the termination date of the Agreement, the Employees' Fuell Cards will be blocked, the Electronic Money Account will be cancelled and the Company will be refunded the amounts deposited free of charge, except for the fees indicated below.
• 17.3 In the event that you request a refund of such amounts prior to the termination of the Contract, you will be charged a commission for refund of funds from the Company of the Contract in accordance with the provisions of Clause 4 of the Conditions of the Services, such commission will be charged preferably from the funds deposited in the Electronic Money Account of the Company. After deduction of the aforementioned commission, the remaining amount shall be transferred, except for exceptional reasons, by means of a transfer to the bank account designated by the Company.
• 17.4. In addition, if you opt for prior cancellation, the Company will be charged for the full month in which you exercise your right, as well as the months that were unpaid as of the date of the resolution request and all amounts owed by the Company or the Employees.
• 17.5 In addition, the Company may withdraw all or part of the Funds prior to the termination of the Agreement. At the time of such withdrawal, the Company will be charged a Redemption Fee for the cancellation of the drawdown in accordance with Clause 4, depending on the event.
• 17.6 The refund request may be temporarily stopped if the Company has provided false information, if we are concerned about the security of a transaction, if there is any irregularity in the Electronic Money Account and it is not in good standing, or if there are insufficient funds available to cover the Customer's Refund Fee.
  
  If the Company requests a refund of the entire balance remaining in your E-money Account in accordance with this clause, we will assume that it is your intention to terminate this Agreement and we will cancel your E-money Account and Employee Fuell Cards.
  
  If for any reason the Company has any funds available after termination of the Agreement, the Company may recover them in full for up to [6] years after termination. Provided funds are available, we will charge you a Client Funds Redemption Fee if you request redemption more than one year after termination of the Agreement.

18. TERMINATION OF THE CONTRACT

• 18.1. The initial duration of the provision of Services by Fuell shall be 1 year from the date on which the Company acquires the provision of the Services and accepts the present Terms of Services. The provision of the Services shall be renewed for annual periods, unless notice is given by either Party two (2) months prior to the end of the aforementioned term.
• 18.2. Fuell may also terminate the Agreement or suspend the E-money Account or the Services, without notice and without incurring liability, if:
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  18.2.1.The Company or the Employee breaches the essential conditions of the Contract, or if they repeatedly breach any of the conditions of the Contract and do not proceed to remedy the situation, if possible, within ten (10) working days from the reasoned notification sent by Fuell in accordance with the mechanisms established in Clause 8 of the Terms of Use.
  18.2.2. If the Company or Employee acts inappropriately with Fuell personnel or any of its agents or Suppliers.
  18.2.3. If the Company does not make the committed payments in accordance with the Contract and if it does not proceed with the payment within fifteen (15) days from the reasoned notification sent by Fuell in accordance with the mechanisms established in Clause 8 of the Terms of Use.
  18.2.4. By Fuell's unilateral decision, in this case, Fuell shall give the Company thirty (30) days' notice.

• 18.3. Upon termination of the Contract, the Company and the Employee will lose the right to use the Services, Fuell will proceed to block the Employee's Fuell Cards, cancel the Electronic Money Account and return to the Company the amounts deposited free of charge. In any case, upon termination of the Agreement and prior to recovery of funds by the Company, all amounts due to Fuell must be paid.

19. DATA PROTECTION AND PRIVACY

• 19.1. Fuell's Privacy Policy describes in detail how Fuell uses and protects Clients' professional contact data and Employees' personal data, as well as the category of personal data it collects and receives; how Fuell uses and shares this personal data to provide its Services to them; and the rights of Clients and Employees in relation to the processing of their data. In addition, the Privacy Policy sets out the legal basis for Fuell's processing of personal data and its purposes, as well as the disclosure of such data to the Payment Service Provider, or any of the Providers.

• 19.2. In the event that a Client wants to register an employee, the Client will provide Fuell the name, surname and email address of the employee to provide a link and complete their registration as an Employee. In this sense, it will be the Client's responsibility to provide this data correctly ensuring its accuracy and Fuell will not make any use of this data beyond those necessary to provide its Services.
• 19.3. The Client and the Employee are fully responsible for the personal data provided to Fuell to provide its Services and shall be liable, in any case, for their adequacy and accuracy. Therefore, Fuell shall not be liable for any data provided by both the Client and the Employee that are not true, adequate and/or truthful.
• 19.4. To the extent that Fuell will process Clients' professional contact data and Employees' personal data as set forth in these Terms and Conditions of Services, it may subcontract the provision of all or part of the Services described herein to the indicated Providers.
• 19.5. Customer shall defend and hold Fuell harmless against all claims, costs, damages, liabilities and expenses (including attorneys' fees) arising out of Customer's breach of its professional contact data and the personal data of its Employees.

20. MISCELLANEOUS

• 20.1. If any provision of these Terms of Service is declared, in whole or in part, invalid or unenforceable by any court of competent jurisdiction, the remainder shall not be affected and shall continue in full force and effect. If Fuell needs to make any operational changes prior to complying with any new legal or regulatory requirements, Fuell will use its best efforts to make them as soon as technically and reasonably feasible.
• 20.2. All disclaimers, exclusions and, if applicable, indemnities set forth in the Terms of Use and the Terms of Services shall survive termination of the relationship for any reason whatsoever.
• 20.3. The failure of Fuell to exercise individually or in part, or the failure or delay in exercising, any right, power or remedy shall not constitute a waiver by you or preclude or prejudice any other exercise of any right, power or remedy arising under these Terms of Services and the Terms of Use.
• 20.4. Fuell may perform the Services itself or through any company or entity under its control or within its group. Likewise, Fuell reserves the freedom to assign the provision of the Services, or its contractual position to any company of its group or third party without prior consent. The third party acquirer shall undertake to provide the Services with the same quality standards as those employed by Fuell.
• 20.5. Neither the Company nor the Employee under the Agreement may not assign, transfer or convey any of its rights, without the prior written consent of Fuell.
• 20.6. The Agreement constitutes the entire agreement between the Companies, the Employee and Fuell and supersedes all prior agreements, including communications, representations or agreements, oral or written, with respect to the subject matter (except fraudulent representations), notwithstanding that specific agreements or contracts may subsequently be entered into.

21. JURISDICTION AND APPLICABLE LAW

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The Conditions of Services shall be governed by the provisions of its clauses and, where not provided for, by Spanish common law, as well as by good practices and uses, expressly submitting the Companies, the Employee and Fuell to the jurisdiction of the Courts and Tribunals of Madrid city for any actions and claims that may arise from this relationship, provided that a specific jurisdiction is not established by virtue of mandatory law. Thus they say, give their agreement, consent and grant, and for the record and for the effects that correspond in Law, they sign it in duplicate and to a single effect, in the place and date indicated at the beginning.

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ANNEX I - RIGHTS ASSOCIATED WITH EACH USER

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_{DUTY TO INFORM THE DATA SUBJECT ABOUT THE DATA PROCESSING. ADDITIONAL INFORMATION. GDR (EU) 2016/679, OF 27 APRIL, AND LOPD 3/2018, OF 5 DECEMBER.}

SPNRE0703-12-0320

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In compliance with the provisions of Articles 13 and 14 of the RGPD (EU) 2016/679, of 27 April, and Article 11 of the LOPD 3/2018, of 5 December, we provide the data subject with additional information concerning the processing of their personal data.

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The processing activity is CLIENTES PLATAFORMA GETFUELL TERCEROS, whose location is at www.getfuell.com. The co-responsible for the treatment are: Fuell Technologies Inc Sucursal en España, branch of Spanish nationality, with registered office at calle Alcalá, number 155, escalera Derecha, 3º Izquierda, 28009, Madrid, incorporated for an indefinite period of time by public deed authorized by the Notary of Madrid, on September 12, 2022, registered in the Mercantile Registry of Madrid, provided with NIF W0252409H, Pecunia Cards Ede slu with N. I.F.: B86972346, and domiciled at C/ GUZMAN ELBUENO, 133 - EDIFICIO AMERICA, . The purpose of the treatment is: Management of user data recipients of the service contracted by the company; Management of contact data for administrative, commercial and follow-up management; Provision of electronic communications services and means of payment to third parties. The typology of the data of the interested party are the following: NIF / DNI / NIE; Telephones; E-mail; User; Name and surname of the legal representative in case of legal entity; Name and surname of the contact in case of legal entity; . The deadline for deletion of such data is 5 years from the end of the provision of services. No profiling or automated decisions are foreseen. As for the legal basis for the processing, it is execution of a contract. In relation to the recipients, the Controller may transfer the personal data provided to recipients and service providers provided, provided that it is limited to the purpose that justifies it, as well as to the transfers provided for in the applicable legislation. The categories of recipients to whom the Controller may transfer the personal data of the data subject are: Processors linked to the purpose of the Controller. As Data Processor is PROCERA TECHNOLOGIA S.L. with N.I.F.: B88059597, with address at Plaza Sagrado Corazón de Jesús, 1, 2D, C.P.: 28002 - Madrid (MADRID).  And NANONETS with N.I.F.: , with address at 2261 Market Street #4010, San Francisco, CA 94114, USA AND DEVOLUIVA SLU with N.I.F.: B66505140, with address at AVENIDA DIAGONAL 67 4 PLANTA C.P.: 08019 - (Barcelona).  On the other hand, in terms of international transfers, it is provided that international transfers are made on the basis of the conclusion or performance of a contract in the interest of the data subject, between the controller and another natural or legal person, under the provisions of Article 49.1 c) of the GDPR (EU) 2016/679, of 27 April, and without being applicable to activities carried out by public authorities in the exercise of their public powers, according to Article 49.3 GDPR (EU). As for the rights available to the data subject in relation to their data, you may exercise the rights of access, rectification, erasure, limitation of processing, opposition, revocation, to the portability of their data, right to withdraw the consent given, exercising their rights by contacting Fuell Technologies Inc Sucursal en España, branch of Spanish nationality, with registered office at calle Alcalá, number 155, escalera Derecha, 3º Izquierda, 28009, Madrid, constituted for an indefinite period of time by public deed authorized by the Notary of Madrid, on September 12, 2022, registered in the Mercantile Registry of Madrid, provided with NIF W0252409H or privacy@getfuell.com. Likewise, the interested party has the right to file a complaint with the Supervisory Authority for data protection, the Spanish Data Protection Agency (AEPD).

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The data subject may access this updated data protection information at any time at https://getfuell.com/es/terminos-condiciones-uso/.
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_{DUTY TO INFORM THE DATA SUBJECT ABOUT THE DATA PROCESSING. ADDITIONAL INFORMATION. GDR (EU) 2016/679, OF 27 APRIL, AND LOPD 3/2018, OF 5 DECEMBER.}

SPNRE0703-12-0320

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In compliance with the provisions of Articles 13 and 14 of the RGPD (EU) 2016/679, of 27 April, and Article 11 of the LOPD 3/2018, of 5 December, we provide the data subject with additional information concerning the processing of their personal data.

The processing activity is ACUERDOS DE COLABORACION, whose location is at CALLE DE SAN ANDRÉS, 8, LOCAL, 28004 MADRID. The Data Controller is: Fuell Technologies Inc Sucursal en España, branch of Spanish nationality, with registered office at calle Alcalá, number 155, escalera Derecha, 3º Izquierda, 28009, Madrid, incorporated for an indefinite period of time by public deed authorized by the Notary of Madrid, on September 12, 2022, registered in the Commercial Registry of Madrid, provided with NIF W0252409H . The purpose of the processing is: collaboration agreements with entities; Publication of collaboration agreements on websites and social networks. The typology of the data of the interested party are the following: Name and surname; NIF / DNI / NIE; Telephone; Address; E-mail; Name and surname of the legal representative in case of legal entity; . The deadline for deletion of such data is 5 years from the end of the provision of services. No profiling or automated decisions are foreseen. As for the legal basis for the processing, it is execution of a contract. In relation to the recipients, the Controller may transfer the personal data provided to recipients and service providers provided, provided that it is limited to the purpose that justifies it, as well as to the transfers provided for in the applicable legislation. The categories of recipients to whom the Controller may transfer the personal data of the data subject are: Public administrations in the cases provided for by law and for the purposes defined therein; Tax Administration; Data processors linked to the purpose of the Data Controller; Website; Social networks. The list of data processors and/or Service Providers with access to data without authorization to the processing, is located at: Calle de San Andrés 8, Local - 28004 Madrid. On the other hand, as regards international transfers, no international transfer of personal data is carried out. As for the rights available to the data subject in relation to their data, you may exercise your rights of access, rectification, deletion, limitation of processing, opposition, revocation, portability of data, right to withdraw consent, exercising their rights by contacting Fuell Technologies Inc Branch in Spain, branch of Spanish nationality, with registered office at calle Alcalá, number 155, escalera Derecha, 3º Izquierda, 28009, Madrid, incorporated for an indefinite period of time by public deed authorized by the Notary of Madrid, on September 12, 2022, registered in the Mercantile Registry of Madrid, provided with NIF W0252409H. Likewise, the interested party has the right to file a complaint with the Supervisory Authority for data protection, the Spanish Data Protection Agency (AEPD).

The interested party may access this information on data protection updated at any time in Calle de San Andrés 8, Local - 28004 Madrid.

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