1. Provision of Services
1.1 Terms governing our services
These terms, together with your Order Form as updated from time to time, set out the basis on which the Vendor shall provide you with services. The most up‑to‑date terms will always be available on the Vendor’s website (https://binderr.com/terms-of-service). You agree to be bound by the terms available on the Vendor website.
In the event of a conflict between these terms and your Order Form (as updated from time to time), these terms shall prevail.
1.2 Effective date
These terms are effective as of the date you first click “I agree” (or a similar button or checkbox) or use or access the services. These terms do not need to be signed to be binding. You indicate your agreement by clicking “I agree” (or a similar button or checkbox) when you complete your Order Form.
2. Financial
2.1 Fees
You will compensate the Vendor for the services at the rates detailed in the Order Form.Fees are variable, and the Vendor will inform you of any changes from the initial fees documented in your Order Form.
2.2 Subscription term and renewals
The Vendor provides services on a subscription basis for a term or duration recorded in the Order Form.Except as otherwise specified in the Order Form, unless either party cancels in accordance with these terms prior to expiration of the subscription term, your term will automatically renew for another period equal to your initial term. As noted above, fees may increase and you will be informed of the new fees.
2.3 Invoices
Invoices are payable in the currency indicated in the Order Form within 30 days of the invoice date. We reserve the right to charge interest at the highest amount permitted by law (currently 8%) on amounts outstanding for more than 30 days.
We may stop providing services to you where an invoice is not paid within 30 days of the invoice date, without prejudice to our right to recover due amounts, however we will seek to discuss this with you before stopping provision of services.
Payment must only be made to the bank account printed on our invoice. Any communication received by you seeking to redirect such a payment is likely to be fraudulent. Please contact us immediately if you receive any such communication, and only using the telephone number on which you usually contact us (not any number contained in the suspect communication).
3. Confidentiality and Data
3.1 Your data
Your signed Order Form and these terms constitute your instruction to the Vendor to process your customer data in connection with the services. Data processing shall be regulated in accordance with the Data Processing Agreement (the “DPA”) in the Appendix.
In addition to processing your customer data, you acknowledge and agree that we will also collect certain data and information about you and your End Users in connection with your use of the services and otherwise in connection with these terms.
Strictly anonymised data may be used to develop and improve our services. We use analytics techniques to better understand how our services are used.
3.2 Data ownership and access rights
All data uploaded, stored, or processed within the Binderr platform, whether personal or business, remains your sole property. Binderr acts solely as a data processor and custodian.
- Upon termination of services, you retain the right to export, retrieve, or request deletion of all data stored within your account.
- Binderr does not access, reuse, or disclose your business data for any purpose other than providing the contracted services.
- All data is securely deleted from Binderr’s systems within 30 days of account closure, unless retention is required by law or explicitly requested by you for extended access.
- You retain all right, title and interest in and to your data in the form submitted to the services. Subject to these terms, and solely to the extent necessary to provide the services to you, you grant us a worldwide, limited‑term license to access, use, process, copy, distribute, perform, export, and display your data. To the extent that reformatting your data for display constitutes a modification or derivative work, the foregoing license also includes the right to make such modifications and derivative works. We may also access your accounts, End User accounts, and your services with End User permission to respond to support requests.
3.3 Your data obligations
You and your use of the services (including by your End Users) must comply at all times with these terms and all laws. You represent and warrant that:
- You have obtained all necessary rights, releases and permissions to submit all your data to the Vendor and to grant the rights granted in these terms; and
- Your data and its submission and use as authorised in these terms will not violate (1) any laws, (2) any third‑party intellectual property, privacy, publicity or other rights, or (3) any of your or third‑party policies or terms governing your data. Other than our express obligations under Section 3 (our security and data privacy policies), we assume no responsibility or liability for your data, and you are solely responsible for your data and the consequences of submitting and using it with the services.You will defend, indemnify and hold harmless us (and our affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) resulting from any claim arising from or related to:
A. Your breach of the agreed terms regarding End User consent or any claims or disputes brought by your End Users arising out of their use of the services; and
B. Your breach (or alleged breach) of your data obligations.
3.4 Your personal information
We are committed to protecting and respecting your privacy and we will only use your information in accordance with:
- Regulation (EU) 2016/679 (GDPR);
- Chapter 586 of the Laws of Malta (Data Protection Act);
- The UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003; and
- all other applicable data protection and privacy laws as may apply in the EU from time to time, each as amended or superseded.
Our Privacy Notice explains the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read it carefully to understand our practices regarding your personal data and how we will treat it. A copy is in the Appendix. You will be notified of any significant updates.
3.5 Confidentiality
Confidentiality of your services will be maintained except:
- where we are compelled by law or regulation to disclose information
- where we are subject to a duty to the public to disclose;
- where our interests reasonably require disclosure;
- where we use third‑party IT providers to deliver our services (in each case under appropriate confidentiality arrangements and/or, where practicable, anonymised);
- where disclosure is made with your consent or at your request, including to third‑party providers acting as your agents; and/or
- within the Vendor Group.
In all such cases, we shall reveal only such information as is considered necessary and you consent to the disclosure.
3.6 Data loss
Where you ask us to use particular communication apps or social media, hosting, data processing and document storage/sharing technology of your choice rather than ours, you will be liable for any consequences of such use, including fines, financial loss, data loss or breach of confidentiality undertakings you may have given to another party.
3.7 Security and certifications
We implement and maintain physical, technical and administrative security measures designed to protect your data from unauthorised access, destruction, use, modification, or disclosure. These measures include, without limitation, encryption of data at rest and in transit, regular security audits, access controls, and employee training. We also maintain a compliance program that includes independent third‑party audits and certifications.
4. Our Services - Administration
4.1 Administrators
You may be able to specify certain End Users as Administrators, who will have important rights and controls over your use of the services and End User accounts, including taking actions that may incur additional fees; creating, de‑provisioning, monitoring or modifying End User accounts; setting End User permissions; and managing access to your data. You are responsible for whom you allow to become Administrators and any actions they take. Our responsibilities do not extend to the internal management or administration of your access to the services.
4.2 End User consent
You are responsible for providing all required disclosures to, and obtaining and maintaining all required consents from, End Users to allow:
- Administrators to have the access described in these terms; and,
- The Vendor’s provision of services to your chosen Administrators and End Users. You will provide evidence of such consents upon reasonable request.
4.3 End User responsibility
Our services have various user onboarding flows. Some require users to be designated by Administrators; some allow users to sign up for individual accounts which can later become associated with teams or organisations; some may allow users to invite other users. You are responsible for understanding the settings and controls for each service you use and for controlling who may become an End User.
If payment is required for End Users to use or access the services, we are only required to provide the services to those End Users for whom you have paid the applicable fees, and only such End Users may access and use the services.
Some services may allow you to designate different End User types (e.g., with different access levels). Pricing and functionality may vary by End User type. You are responsible for compliance with these terms by all End Users, including any payment obligations.
You are responsible for the activities of all End Users, including all additional fees and how End Users use your data, even if those End Users are not from your organisation or domain.
4.4 End User security
You must require that all End Users keep their user IDs and passwords strictly confidential and do not share them with any unauthorised person. User IDs are granted to individual, named persons and may not be shared. You are responsible for any actions taken using End User accounts and passwords and agree to immediately notify us of any unauthorised use of which you become aware.
5. Our Services - General
5.1 Access
Subject to these terms and during the applicable term specified in your Order Form (as updated from time to time), you may access and use the services for your own business purposes in accordance with these terms, the applicable Order Form and, where applicable, Vendor documentation.
5.2 Support
During the service term specified in your Order Form, we will provide support for the services.
5.3 Restrictions
Except as otherwise expressly permitted, you will not:
- reproduce, modify, adapt or create derivative works of the services;
- rent, lease, distribute, sell, sublicense, transfer or provide access to the services to a third party or anyone not specified in the Order Form;
- use the services for the benefit of any third party;
- incorporate any of the services into a product or service you provide to a third party;
- interfere with or circumvent mechanisms in the services intended to limit use;
- reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive source code, underlying ideas, algorithms, file formats or non‑public APIs to any of the services, except to the extent expressly permitted by law (and then only upon advance notice to us);
- remove or obscure any proprietary or other notices;
- use the services for competitive analysis or to build competitive products; or
- encourage or assist any third party to do any of the foregoing.
5.4 Warranty disclaimer
The services, software and tools are provided “as is,” without warranties of any kind, whether express, implied or statutory, including without limitation any implied warranties of merchantability or fitness for a particular purpose. The Vendor does not warrant that the functions of the services or tools will meet your requirements or that the services will be error‑free or uninterrupted.
5.5 Reliance
The Vendor makes no warranties for services or information accessed by you through use of the services. Binderr provides tools to access information provided by third parties which may assist you in fulfilling your compliance obligations; however, the Vendor is not responsible for the reliability of any information provided by third parties and you are solely responsible for conclusions you reach through the use of the services. Information you access through the services is not updated in real time and, as such, accuracy may be affected. This is outside the Vendor’s control and responsibility.
6. Additional Services
Subject to these terms, you may purchase additional services that we will provide pursuant to the applicable Order. Additional services may be subject to additional policies and terms (including fees) as specified by us.
7. Raising Queries or Concerns
Please discuss any concerns about any aspect of our services with your Relationship Manager. We shall try to resolve any problem quickly through our internal complaints procedure, a copy of which is available on request.
8. Electronic Communication
Unless you instruct us otherwise, you expressly consent to our communicating with you by email.
8.1 General risks
There are inherent risks associated with communication by internet‑based systems (e.g., email, SMS and mobile apps). We deploy various means to prevent such cyber threats and regularly review them; however we assume no responsibility or liability for damages or costs incurred by you due to such occurrences.
Please ensure you have proper means of checking for viruses and other malware in any emails and attachments, especially those received from third parties. We will be entitled to regard any email address you provide as secure and to assume you consent to the associated risks.
8.2 Our emails to you
We cannot accept responsibility for the accuracy or completeness of the content of emails or any attachments once they have left our server (including any corruption or alteration that may occur after sending).
Most businesses have experienced a situation where a client or third‑party email account has been hacked, and a scam email is sent seeking to redirect a payment to a new account.
Payment must only be made to the bank account printed on our invoice. Any communication received by you seeking to redirect such a payment is likely to be fraudulent. Please contact us immediately if you receive any such communication, and only using the telephone number on which you usually contact us (not any number contained in the suspect communication).
8.3 Unintended consequences
We may use software intended to filter unsolicited or undesirable emails and this may inadvertently reject legitimate emails from you. We cannot accept liability where emails do not reach their intended recipient because of such software.
9. Liability
You agree to bring any claim (including negligence) in connection with the services provided by the Vendor only against the company and not against any individuals or other Vendor Group entities. In the event that you pursue any officer or employee of the Vendor or of any Vendor Group entity, they will be entitled to rely on these terms.
Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration, in accordance with Part IV (Domestic Arbitration) or Part V (International Arbitration) of the Malta Arbitration Act and the Arbitration Rules of the Malta Arbitration Centre as in force at the time of the claim. In other jurisdictions this will be under similar jurisdictional laws as applicable.
Our liability to you in relation to our services is subject to a limit of three (3) months’ fees applicable pursuant to your Order Form. That limit applies to any liabilities, losses, damages or costs.
Unless otherwise agreed in writing, we shall only ever be liable to you in relation to our services and not to any third party and no such third party will be entitled to enforce the terms of this agreement. We assume no liability for any act or omission attributable to another party.
We shall not be liable to you if we are unable to perform our services due to a cause beyond our reasonable control. In the event of any such occurrence affecting us, we shall notify you as soon as reasonably practicable.
10. Variation and Termination
No amendment, variation, rescission or termination of this agreement will require the consent of any person who is not a party to it.
You agree to enter into this Agreement for the Minimum Service Term which is always 12 months, and hence to pay the applicable minimum fees for that period, irrespective of early termination. Without prejudice and subject to the payment of the minimum fees, both you and the Vendor may terminate the provision of services at any time by written communication giving 30 days’ notice.
We may cease to provide services if you are in breach of our terms, there is a breakdown in our relationship, if continuing to act would cause us an issue in relation to any other services we may provide or have provided, or if you do not pay any invoice in accordance with these terms.
If our relationship is terminated, you will pay our fees incurred up to the date of termination. If you fail to pay our fees we will be entitled to charge interest at the judgment debt rate. Where we obtain a court order to compel payment of our fees together with interest, we will also be entitled to recover the costs of obtaining and enforcing such order.
In the event of termination for any reason, the terms of our agreement will remain in force regarding payments, confidentiality, data protection, liability and files/documents.
11. General
11.1 Applicable law and jurisdiction
These terms (including this paragraph) and our Order Form and any dispute or claim concerning them shall be governed by Maltese law excluding conflict of laws principles. By your agreement to these terms by clicking “I agree” (or similar) at the time you complete your Order Form, both we and you submit to the non‑exclusive jurisdiction of the Maltese Courts.
11.2 Elective arbitration
Notwithstanding clause 11.1, we may, at our sole option, elect in writing to have any dispute determined by arbitration. Any arbitration commenced in accordance with this clause will be subject to Part IV (Domestic Arbitration) of the Malta Arbitration Act, 1996 and the Arbitration Rules of the Malta Arbitration Centre in force at that time. The number of arbitrators shall be one.
11.3 Entire agreement
These terms and our Order Form constitute the entire agreement between the parties in relation to the services we provide. It replaces any earlier terms, representations or discussions.
11.4 Vendor Group
The following companies are wholly owned subsidiaries of Binderr Limited: Binderr Operations Limited and Binderr Mena Electronic Brokerage LLC.
12. Interpretation
If any provision of the agreement is held to be void, then that provision will be deemed not to form part of the agreement and the remaining provisions will continue in force.
In these terms, the following words and expressions have the meanings given below:
- Administrator – the personnel of the specific entity specified in the Order Form designated by you who administer the Vendor’s services access to End Users on your behalf.
- End User – an individual employed by the specific entity specified in the Order Form whom you permit or invite to use the Vendor’s services. You will control End User access by your appointed Administrator(s).
- Minimum Service Term – the initial period of 12 months for which you agree to pay for the Vendor’s services.
- Order Form – the Vendor form (as updated from time to time) signed by you recording the services you wish the Vendor to supply.
- Vendor, we, us or our – the relevant Binderr entity as applicable by reference to the Order Form:
Binderr Limited, a company incorporated in Malta (number C‑96125), registered office: C1, Midland Micro Enterprise Park, Triq Burmarrad, Naxxar, NXR 6345, Malta.
Binderr Operations Limited, a company incorporated in Malta (number C‑107515), registered office: Ortigia, Tal Ferha, Limit ta’ Gharghur, GHR 1821, Malta.
Binderr Mena Electronic Brokerage LLC, a company incorporated in the UAE (number 2351664), registered office: The H Dubai Office Tower, Level 17, Sheikh Zayed Road, Dubai, United Arab Emirates.
- Vendor Group – Binderr Limited and any of its affiliated entities or subsidiary undertakings from time to time.
- You, your – the party or parties to these terms and the Order Form (excluding us).