These General Terms and Conditions (“Agreement”) are valid from September 25, 2023.

This Agreement between Dealflow ApS, CVR number 42666238, including all its subsidiaries, branches and other entities (“Dealflow”), applies to any business matters between Dealflow and you (the “Customer”) and the Customer’s use of the Dealflow services. 

Dealflow is the Software as a Service (SaaS) provider of invoice and back-office platform for Customers and also offers factoring services to selected entities.

This Agreement represents the general terms and conditions (as amended or replaced from time to time), which apply to the Customer’s use of Dealflow software and related services available through the Dealflow platform.

By ticking the box ‘I accept’, the Customer agrees to follow and be bound by the terms and conditions below, whether in connection with a paid or free subscription

When entering into this Agreement, the Customer stipulates that:

• They represent a legal entity; and

• They are at least 18 years old; and

• They carry out a business activity on their name and not on behalf of anyone else; and

• They create the invoice on their behalf and not on behalf of anyone else; and

• They do not issue an invoice as a part of their employment.

When entering into this Agreement on behalf of a legal entity, you stipulate that you have the authority to bind such organisation to this Agreement. If you do not have the authority, you need to indicate that during the sign-up process and refer us to the authority.

The parties are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

These terms and conditions, along with the Fees page, Privacy Policy, and any other terms and conditions that apply to our services, form a legal agreement (the agreement) between You and Dealflow ApS.

1. Definitions

In this Agreement, the following terms shall have the following meanings:

• “Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of Denmark or is a day on which banking institutions located in Denmark are closed.

• “Counterparty” is the legal person with which the Customer entered into a binding agreement and has used Dealflow to issue an invoice for the fulfilment of that agreement.

• “Credit Risk” means the risk that Dealflow will not be able to collect Customer's accounts from the Counterparty.

• “Factoring Fee” has the meaning stipulated in Section 3.8 of this Agreement.

• “Receivables” means, collectively, all accounts receivable arising from sales of inventory or rendition of services by the Customer, including those under any trade names, through any divisions and any selling agent of the Customer, but excluding sales to affiliates of the Customer, sales on consignment, guaranteed sales, bill a hold or cash on delivery transactions

• “Subscription Term” means the subscription period which the Customer chose on the Application nad during which the Customer has access to subscribed services provided by Dealflow.

• “Customer” is a legal or natural person that carries out a business activity on their name and creates the invoice on their own behalf and not on behalf of anyone else while not issuing an invoice as a part of their employment.

2. Establishing Customer Relationship between Customer and Dealflow

• Before a Customer relationship can be established with Dealflow, the Customer must provide accurate, complete, and current information for Dealflow to comply with KYC (Know Your Customer) and AML (Anti-Money Laundering) requirements. Failure to do so constitutes a breach of the Agreement, which may result in immediate termination of the Customer’s account.

• The Customer is obliged to maintain all information to be accurate and current. 

• If requested by Dealflow, the Customer must provide the required information and/or connect to necessary integrated services to allow Dealflow to offer its services and make a reasonable credit assessment, where relevant.

• The Customer is obliged to supply accurate, truthful and updated information throughout the duration of the Customer relationship with Dealflow.

• The Customer, if so, designed in the Dealflow App, must also accept and sign (e.g. with NemID, MIT ID or other reliable third-party verification tools) an agreement with Dealflow before a Customer relationship is established.

• By signing this Agreement, the Customer represents and warrants that the Customer has read and accepted the general terms and conditions and any additional agreements between the Customer and Dealflow.

• Dealflow reserves the right to refuse the Customer’s application or to activate their account if the results of the checks carried out under anti-money laundering legislation or otherwise give Dealflow a reason to suspect that the Customer is involved or intends to use Dealflow for money laundering, terrorist financing, fraud or other illegal activity.

• By establishing a Customer relationship with Dealflow, the Customer will be able to use Dealflow's services.

3. Subject

1. This Agreement lays out the terms and conditions regarding the use of Dealflow services, according to which the Customer will assign its Receivables from domestic and foreign sales and service sales to Dealflow once the Customer is approved and the Customer relationship, according to Article 2, was established.

2. Once the Customer relationship is established, the Customer agrees to use Dealflow to generate their invoices and to use Dealflow App and to disclose all necessary information to Dealflow for the successful collection of the invoice from the Counterparty.

3. With the signing of the Agreement, all the Receivables from the services rendered by the Customer with a certain maturity date or with no maturity date are to be invoiced through Dealflow. 

4. The Customer cannot use other receivable payment platforms than Dealflow. Issuing several invoices for the same services that the Customer rendered through different platforms constitutes fraud.

5. Once the Customer creates its profile and is approved by Dealflow, the Customer will be able to create its invoice through Dealflow. When generating the invoice, the Customer shall stipulate the service that they had rendered. The Customer needs to upload the necessary communication and documents proving the business relationship between the Customer and the Counterparty. Furthermore, the Customer shall stipulate its contact person in the Counterparty by name, email or assigned code. The Customer must prove that they had an agreement with the Counterparty and that they have carried out successfully the agreed services. Dealflow may require additional documents as proof should the submitted documents be insufficient. Once the Customer can provide the necessary information, the Customer will be able to send their invoice through Dealflow.

6. After the Customer submits all the required information, Dealflow will conduct a credit risk assessment on the invoice. At this stage, Dealflow may request additional information from the Customer. If the assessment is positive, Dealflow purchases the Customer’s invoice. Under no circumstances is Dealflow obliged to purchase the Customer's invoice. 

7. Once Dealflow purchases the Customer’s invoice, Dealflow will pay out the invoice amount deducted by the factoring fee, as stipulated in section 3.8, to the Customer in the shortest possible time. The time within which the Customer is paid may be prolonged under specific circumstances, i.e. the Customer's invoice has not been accepted by the Counterparty, or there are outstanding Customer’s invoices that the Counterparty refuses to pay due to unsatisfactory Customer’s performance.

8. Dealflow, for its services, charges the Customer a factoring fee as stipulated on the Fee Page.  The factoring fee is calculated from the total value of each invoice created and sent by the Customer to the Counterparty through Dealflow. Any other fees are also indicated on the Fee Page.

9. The Customer must ensure that its use of Dealflow services does not occur in a manner that directly or indirectly violates the applicable law. 

10. The Customer is also obliged to ensure that its use of Dealflow services does not harm Dealflow’s reputation or which violates relevant legislation or other regulation. The Customer must ensure that it does not issue more than one invoice for the same contractual performance with its Counterparty.

11. Dealflow shall directly receive the payment from the Customer’s Counterparty, as it is stipulated on the invoice, once the invoice is issued. In case of any confusion or doubt, the Customer is obliged to clearly communicate to their Counterparty that they are to pay to Dealflow directly. In case a Customer receives two payments - one from Dealflow and one from the Counterparty, the Customer is obligated to immediately notify Dealflow and pay back to Dealflow the entire sum that the Counterparty has paid to them.

12. In the event that any of the invoices purchases by Dealflow are not collected, in whole or in part, due to the insolvency or bankruptcy of the Counterparty or for any other reason whatsoever, the Customer is liable for the payment of such uncollected amount to Dealflow.

13. The Customer is liable for the payment under the following terms:

    1. The Counterparty has not paid the invoice or its part; and

    2. Dealflow has sent a minimum of four (4) reminders to the Counterparty; and

    3. Dealflow has referred the case to a debt collection company, but was unable to collect the full amount of the payment within four months from the moment the invoice was due.

14. Dealfow has the right to withdraw owed amount from the amount granted in the Dealflow Wallet. Dealflow has the right to charge back the uncollected amount to the Customer and deduct it from any amounts due to the Customer under this Agreement. If the Customers doe not hold sufficient mount in their Wallet, the Customer is obligated to pay the owed amount directly by bank transfer or other available payment method to Dealflow immediately upon demand. The Customer acknowledges that this recourse provision is an essential element of this Agreement.

4. Customer’s Obligations

1. By accepting this Agreement, the Customer acknowledges that these terms and conditions are binding and cover the relationship between the Customer and Dealflow.

2. Once a Customer relationship is established, the Customer is responsible for safeguarding the password they use to access Dealflow and for any activities or actions under the Customer’s password.

3. The Customer agrees not to disclose access credentials, passwords, or other personal identification information to unauthorised third parties.

4. The Customer must notify Dealflow immediately upon becoming aware of any security breach or unauthorised account use.

5. When issuing an invoice in the Dealflow application, the Customer is responsible for stipulating whether or not VAT should be generated for their invoice. The Customer must report and pay the VAT to the applicable tax authority. Dealflow application generates a suggested VAT based on the available data regarding the national VAT. This information has only an informative character. The Customer is obliged to adjust this amount should a different VAT be applicable. Under no circumstances is Dealflow responsible for Customer’s VAT.

6. Customer may not use Dealflow to issue invoices for any services connected with the following activities:

1. Adult content and services

2. Gambling

3. Multi-level marketing

4. Illegal activities

7. Any breach of the above requirements constitutes a breach of this Agreement and may result in immediate termination of the Customer relationship.

8. You may only use Dealflow’s services for business purposes. You must not, and must not enable or allow any third party to:

(a) use the services for personal, family or household purposes;

(b) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Dealflow systems, programs, data, or services;

(c) perform or attempt to perform any action that interferes with the normal operation of Dealflow or affects other Dealflow users’ use of Dealflow services; or

(d) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the services, documentation, or the Dealflow Website except as permitted by law.

5. Subscription

1. Dealflow offers subscription-based services that provide Customer with access to specific features, content, and functionality. The subscription services may include, but are not limited to, premium features, exclusive content, enhanced Customer support, and other benefits as described in the Dealflow App.

2. Dealflow offers various subscription plans with different pricing and provided services. The details of each subscription plan, including the duration, features, and price, are indicated within the Dealflow App. Customer is responsible for selecting the appropriate subscription plan based on their needs and preferences.

3. To initiate a subscription, Customer must provide valid payment information, such as credit card details or other accepted payment methods. By providing this information, the Customer authorises Dealflow to charge the applicable subscription fees to their chosen payment method. The payment will be processed at the beginning of each billing cycle, as determined by your chosen subscription plan.

4. All subscription plans are set to automatically renew at the end of their respective billing periods. By subscribing to a recurring payment plan, the Customer authorises Dealflow to charge your payment method at the beginning of each renewal period. The Customer will continue to have access to the subscription services until they cancel the subscription.

5. Customer has the right to cancel their subscription at any time. To cancel, Customer must follow the cancellation process provided within the Dealflow App or contact our Customer support at support@dealflow.live. Subscription fees are non-refundable, and no prorated refunds will be provided for any unused portion of a billing period. Upon cancellation, Customer’s access to the subscription services will be terminated at the end of the current billing cycle.

6. Dealflow may offer free trials or promotional offers for certain subscription plans. If the Customer subscribes to a free trial or promotional offer, they will have access to the subscription services without charge for the specified period. After the free trial or promotional period ends, Customer’s subscription will automatically convert to a paid plan, and the applicable subscription fees will be charged to their payment method unless the Customer cancels their subscription.

7. Dealflow reserves the right to terminate or suspend Customer’s subscription and access to the subscription services in the event of a violation of these Terms or any other applicable policies. Termination or suspension may occur without prior notice and may result in the forfeiture and loss of any subscription fees already paid.

6. Duration of Customer Relationship

1. This Agreement takes effect when a Customer relationship is established and lasts as long as the Customer uses Dealflow’s service.

7. Termination of Customer Relationship

1. The Customer may terminate its relationship with Dealflow only in writing by email stipulating the Customer’s desire to end the Customer relationship with Dealflow via email: support@dealflow.live. 

2. The Customer relationship between the Customer and Dealflow will be terminated only once the Customer no longer uses Dealflow’s service and when there is no outstanding balance or debt between Dealflow and the Customer unless provided otherwise.

3. Dealflow may terminate or suspend the Customer relationship with the Customer immediately, without prior notice or liability, for any reason whatsoever, including without limitation if the Customer breaches this Agreement.

4. The Customer’s right to use the Dealflow services will immediately cease upon termination.

8. Operational Stability

1. Dealflow seeks maximum operational stability but is not responsible for any breakdowns or disruptions, including operational disruptions caused by factors beyond Dealflow’s control. This means, among other things, power failure, equipment failure, Internet connection disruption, telecommunications connection disruption or the like.

2. Dealflow’s service is provided as-is, and Dealflow waives any warranty, guarantee, claim or other terms, direct or indirect. In case of breakdowns or disruptions, Dealflow strives to restore normal operations as soon as possible.

3. Scheduled interruptions will preferably happen between 21.00-06.00 CET. Should it become necessary to limit access to Dealflow’s service outside the stated period, the Customer will be notified to the extent possible.

4. Dealflow is entitled to make updates and improvements to its services continually. Dealflow is also entitled to change the composition and structure of services. Such updates, enhancements and changes may occur with or without notice and may affect Dealflow’s service to the Customer, including information and data.

9. Intellectual Property Rights

1. All content and materials available on Dealflow, including but not limited to text, graphics, website name, code, images, and logos, are the intellectual property of Dealflow. They are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site, is strictly prohibited unless authorised explicitly by Dealflow. The Customer must notify Dealflow of any actual or potential infringement of Dealflow’s intellectual property or any unauthorised use of the Dealflow service, which the Customer becomes aware of through the Customer’s use of Dealflow’s service.

2. No intellectual property rights are transferred to the Customer in the Customer relationship.

3. In relation to material uploaded by the Customer and the Customer’s data, the Customer grants Dealflow and its contractual partners’ permission and a global licence sufficient for Dealflow to properly perform and operate its services and fulfil its obligations to the Customer. 

4. The Customer warrants that the uploaded material does not infringe any third party's rights and does not contain material that may be offensive or violate any relevant legislation or other regulation.

5. Dealflow’s services do not imply the right to transfer Dealflow’s documents and content, copy documents or content for transfer or otherwise redistribute or share documents and content to any organisation, company or person without prior written agreement with Dealflow.

10. Dealflow’s Responsibility

1. Dealflow waives any responsibility concerning the use of Dealflow’s service, including for operating loss, consequential damage or other indirect loss, data loss and/or loss caused by virus programs received from programs or files that the Customer downloaded through Dealflow’s service.

2. Any use of Dealflow’s service is thus the Customer’s own risk and responsibility unless otherwise provided by mandatory law.

3. Although Dealflow endeavours to ensure that information regarding all services is accurate, the accuracy of the information cannot be guaranteed. Therefore, information is subject to change by Dealflow without notice.

4. Dealflow is not responsible for any third-party solutions available and/or integrated into Dealflow’s service, such as third-party solutions used in risk and credit assessments. Thus, Dealflow cannot be held responsible for the information's accuracy, completeness, quality, and reliability, nor the results obtained from third-party solutions.

5. Suppose Dealflow cannot comply with a commitment or provide a service due to circumstances, conditions or other factors beyond Dealflow’s control (force majeure). In that case, Dealflow shall be exempt from the respective obligation so long as such circumstances, conditions or disturbances apply.

11. Customer’s Responsibility

1. The Customer agrees to indemnify Dealflow against any claim or loss to the extent that it arises from the Customer’s improper use of Dealflow’s service.

2. If the Customer breaches its obligations under the general terms and conditions and/or agreements made between the Customer and Dealflow, Dealflow will be entitled to terminate the Customer relationship and enforce all remedies for breach of contract available under Danish law, including the right to claim damages for other losses resulting from the breach of contract.

3. Customer is responsible for correctly stipulating their taxes, including sales, personal and VAT taxes on their invoices. Customer is also responsible for notifying their relevant tax authorities on their income rendered from their business activities. Dealflow shall not be responsible for advancing any funds to pay for any of Customer’s taxes.

4. Dealflow is, furthermore, entitled to set the terms of the repayment, when and if necessary.

12. Customer’s Personal Information

1. Dealflow collects information about the Customer and their activities to operate Dealflow’s services. Dealflow ApS serves as a data controller for the Customer’s data and will manage and protect the Customer’s data by the applicable Danish and European data protection laws.

2. Dealflow may transfer the Customer’s personal data outside the EEA to our commercial partners to provide Dealflow’s services to the Customer. These services may include but are not limited to Customer service, account administration, financial reconciliation, or international transactions. When Dealflow transfers personal data outside the EEA, Dealflow will take steps to ensure that the Customer’s personal data is afforded similar protection as personal data processed within the EEA.

3. By using Dealflow, the Customer agrees with Dealflow’s use of the Customer’s personal information, including their transfer outside the EEA. The Customer may withdraw their consent to processing their personal data or its transfer outside the EEA by contacting the Customer services, as indicated in section 12 of this Agreement. In such circumstances, Dealflow will not be able to continue providing its services to the Customer. As such, the withdrawal of consent to processing the Customer’s personal data will be deemed as a termination of the Customer’s relationship.

4. Regarding the processing of personal data that the Customer discloses to Dealflow, please see Dealflow’s "Privacy Policy".

5. The Customer is entitled to request details of the personal information held about the Customer by contacting the Customer services, as indicated in section 11.

6. The Parties are mutually obligated to process knowledge, material and information about the other Party, received in connection with the use or delivery of Dealflow’s service, in confidence. No Party is thus entitled to disclose such information to any third party unless (i) this is provided in connection with the provision of the Dealflow service; (ii) such information is publicly available; (iii) where the Party has the information from a third-party outside of these confidentiality obligations; or (iv) where the Party is required to disclose the information in accordance with the law or by order of an authority or court.

13. Dealflow Services, Communication, and Complaints

1. Dealflow services’ business opening hours are Monday to Friday, 9 am to 5 pm CET.

2. The Customer can contact our Customer services for inquiries or complaints by emailing support@dealflow.live. 

3. Our Customer services team can be contacted 24 hours a day, seven days a week. However, contact may be restricted to automated answering systems outside regular business opening hours. Dealflow will attempt to resolve all inquiries immediately.

4. If Dealflow needs to contact the Customer, a notification on the Dealflow App or an email to the Customer’s email address will be sent.

14. Changes to Agreement

1. If substantial changes to this Agreement are made that directly affect the rights and obligations of the Customer and they are not communicated directly by the Dealflow App, Dealflow will notify the Customer at least two months before the changes take effect, unless the law requires or permits Dealflow to create a more immediate change. 

2. Copies of the most up-to-date version of this Agreement will be available on Dealflow’s App. They will be sent to the Customer by email upon request free of charge during the Customer Relationship.

3. Dealflow will notify the Customer of any changes to this Agreement by email or via Dealflow’s App at least two months before these changes occur. The Customer will be deemed to have accepted the changes if the Customer does not notify Dealflow on support@dealflow.live. The Customer must stay informed of such changes to this Agreement on an ongoing basis.

4. There may be times when Dealflow will have to change this Agreement without prior notice or with notice shorter than two months, but this would happen in a minimal number of cases and only for legal, regulatory and security reasons or to enable the proper delivery of Dealflow’s services. In situations like these, the Customer retains the right to terminate the Customer relationship with Dealflow for two months after a change in this Agreement occurs.

15. Representations and Warranties

1. You represent as of the Effective Date, and warrant at all times during the Term, that:

(a) you have the right, power, and ability to enter into and perform under this Agreement;

(b) you are a business (which may be a sole proprietor) or a non-profit organisation registered under the national laws of the country, in which you have your principal place;

(c) your employees, contractors and agents are acting consistently with this Agreement;

(d) your use of Dealflow does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use Dealflow;

(e) you do not use Dealflow to conduct illegal or prohibited business, transact with any restricted or illegal business, or enable any individual or entity (including you) to benefit from any restricted or illegal business;

(k) you are the named account holder of the Bank Account that you have indicated, all information you provide to Dealflow, including the User Information, is accurate and complete.

16. Jurisdiction and Venue

1. This Agreement is governed by Danish law, except for conflict of laws rules, which may result in a result other than the application of Danish law.

2. All disputes relating to or arising out of this Agreement, including any disputes concerning the existence or validity of the agreement, shall be governed by the exclusive jurisdiction of the Danish courts and shall be brought before the City Court of Copenhagen.

17. Severance

1. If any term or provision of this Agreement shall be held unenforceable or illegal, under any enactment or the rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement. Still, the validity and enforceability of the remainder of this Agreement shall not be affected.

18. Third Party Beneficiaries

1. Except as provided in this Agreement, the parties are entering into this Agreement solely for themselves and no other party. There are no third party beneficiaries of this Agreement. Notwithstanding the foregoing or any other provision hereof to the contrary, the parties recognize the third party beneficiary status of any Regulatory Authority.

19. Validity

1. These General Terms and Conditions are valid from September 25, 2023.