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Version 5.3 Valid since 2015-03-26
General Terms and Conditions Fidor Bank AG App Development
1.1 The Fidor Bank AG (hereinafter: „Fidor“) enables developers to code software applications via an open interface (hereinafter „API“) which grants access to the banking systems of Fidor and to systems and services of third parties. Insofar it is possible for developers to code innovative software applications (hereinafter: Partner Apps) for different hardware platforms, but especially for mobile devices. These Partner Apps can be used by the Developer or provided to Fidor customers (hereinafter „Customers“ or „End Users“).
Developer is the individual person or legal entity, which develops and / or operates Partner Apps on its own responsibility (hereinafter “Developer”).
1.2 These General Terms and Conditions govern the business relationship between Fidor and Developers in relation to the development, roll out, operation and use of Partner Apps. Fidor furthermore provides an open management- and development environment and a community platform for Developers.
In addition to these General Terms and Conditions the terms of the Fidor Developer community shall apply (https://developer.fidor.de/terms-and-conditions/).
1.3 Changes to these General Terms and Conditions will be provided to the Developer via the Fidor website and via the e-mail address, connected to the account. They shall be considered to be approved, if the Developer does not disagree hereto by e-mail. The Developer shall submit his objection within two weeks of the notification on any changes to Fidor. Otherwise the changes are deemed to be accepted by the developer. If the Developer contradicts or does not accept the change of the General Terms and Conditions, the contractual relationship shall end and the right to use the API according Sec. 5 expires with immediate effect.
2. Development of Partner Apps and Going Live
2.1 The development of Partner Apps in the test environment is open to everybody without limitation, who owns a non-locked Fidor account
2.2 For the going live and the operation of a Partner App, Developers shall meet the following requirements:
- Fully legitimized Premier or Business account with Fidor
- Account must be held in balance
- Account shall not be seized
- Account is not locked
- Account must not be a seizure protection account
2.3 In its sole discretion Fidor shall be free, to (i) allow or exclude Developers to code Partner Apps (ii) to revoke a permit issued to program a Partner App and / or (iii) to suspend the use of the API for live and in-service Partner Apps.
2.4 The development of a Partner App with a reference to the following business models and / or services shall require the written consent of Fidor prior to the commencement of development according Sec. 2.1:
- Virtual currencies
- Own banking services
- All business models for which an official authorization is required, in particular a license under the Money Laundering Act (Geldwäschegesetz, GWG), the German Banking Act (Gesetz über das Kreditwesen, KWG) and the Payment Services Oversight Act (Zahlungsdiensteaufsichtsgesetz, ZAG)
2.5 All risks associated with the development of the Partner App shall remain solely with the developer. Apart from the measures offered via the website or the developer portal, Fidor shall not be obliged to support the development process or to provide other support services. The availability of the website or the developer portal is not a contractual obligation of Fidor. Fidor shall have the right to shut down the website or the developer portal at any time, without notice and for any reason without any claims resulting hereof for the developer.
2.6 The Developer shall unlock and use Partner Apps only, if they have been subject to an functional test and can be run in the test environment (sandbox) provided by Fidor without any significant errors.
2.7 Before going live, each Partner App shall run through the specified process of approval provided on the Fidor website. Any productive use of a Partner App without approval by Fidor is prohibited. Fidor will try to approve Partner Apps in due course, but the time needed for approval will however be dependent to the legal and technical complexity of the Partner App and the available resources at Fidor. A certain time line for the approval of Partners Apps cannot be guaranteed by Fidor.
2.8 A new approval pursuant to Sec. 2.7 shall be necessary after any substantial changes, updates and / or upgrades to an existing Partner App. Significant changes shall be particularly any new functional capacities of the Partner App or new ways to access data of the Customer via the Partner App. Any functional change to the Partner App shall be reported by the Developer to Fidor at least 15 business days prior to the scheduled going live date.
3. Contents of Partner Apps / Use of Trademarks
3.1 It is prohibited to integrate illegal content in partner apps. The developer shall be obliged to refrain from the integration of any content, which infringes the rights of third parties. The Developer shall indemnify Fidor on first demand from all third party claims, in case of any violation of third party rights, particularly in the case of a violation of copyrights or a breach of competition law. This shall also include the cost of legal defense and prosecution.
3.2 Developers shall not integrate any functionality in Partner Apps which is capable of storing, processing or transferring data of customers or data on customer behavior in an unlawful way and / or obtain data without permission of the customer.
3.3 The Developer shall not integrate any functionalities in the Partner App, which enables End Users to bypass existing processes and functionalities of the Fidor banking system or its use in an unintended way. This includes in particular any bypassing of account limits and other restrictions on the account.
3.4 The Developer agrees to integrate the claim „Powered by Fidor“ and the latest corresponding logo provided by Fidor in a legible font size and connect it with a link to the website www.fidor.de, in the Partner App, the associated website or mobile application and all other commercial releases related to the Partner App. It shall however be in Fidor`s sole discretion, to waive this right and request the deletion of the aforementioned claims and / or logos without any reason.
3.5 Fidor shall be granted a simple and non-transferable license to use the trade mark of the Developer free of charge, for press releases or any other information and advertising publications about the Partner App for all known types of use, but especially for use on the internet or mobile applications
4. Risk Disclaimer / Responsibility for Banking Transactions / Information Requirements
4.1 Despite all security measures taken by Fidor, API calls and / or banking services induced via the Partner App can be disturbed by hackers and be misused or altered in a fraudulent way. This can cause considerable damage to Fidor and customers. In particular API transfer calls with outgoing money transfers by Fidor are not secured through a mTAN or FIN (Fidor identification number) thus stipulating an increased risk when using these functions.
4.2 The Developer shall be technically and legally responsible for all banking transactions and / or other requests and transmission of own data and data from third parties, in particular for data from End Users. He shall be obliged to integrate state of the art technical security measures in the Partner App or any other IT infrastructure used. The relevant standard is § 9 Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG) and the Annex to § 9 Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG) in the interpretation of the IT-Grundschutz Catalogues (BSI-Grundschutzhandbuch).
4.3 In case of an illegal third-party access to the Partner App or a malfunction of the Partner App, the Developer shall be responsible for all damages related hereto. He will indemnify Fidor on first demand from all claims of third parties. This includes in particular all claims of End Users and the cost of legal defense and prosecution.
4.4 Fidor shall have anytime the right to demand a guarantee for the use of the Partner App in the form of a cash deposit or a bank guarantee. If the parties cannot agree on the type and amount of the guarantee, the rights of use of the API pursuant to Sec. 5 of these General Terms and Conditions shall forfeit.
4.5 The developer shall immediately inform Fidor if (i) significant malfunction of the Partner App occur, (ii) an act of unlawful access of third parties on data can be deemed possible, or (iii) operational problems in the area of data protection occur. The aforementioned obligation of information shall always exist in the case of:
- hacking attacks
- customer appeals or appeals from third parties to the data protection authorities
- shut down of the Partner App for more than two hours
In case of a breach of the foregoing information requirement, Fidor shall be entitled to block the Partner App and to terminate the contract extraordinary. The developer is also required to correct any malfunction immediately and rectify the existing defects.
5. Developers Rights / API
5.1 Under the condition of compliance with the provision of these General Terms and Conditions, the developer shall be granted the revocable, non-exclusive, non-transferable, worldwide right to use the API. A distribution right shall be explicitly not be granted.
5.2 Fidor shall have the right to change, update, or cease the API in its sole discretion. Related Developer claims are excluded.
6. Pricing and Cost
6.1 For the use of the API Fidor will charge a monthly fee of 14,90 Euro. Sec. 1.3 of these General Terms and Conditions shall apply accordingly to a change of this fee.
6.2 Additional fees, commissions and expenses incurred in connection with the services by Fidor or by third parties shall apply (eg. SEPA transfers, chargeback fees). These services will be charged separately to the developer.
6.3 The Developer undertaking the going live of the Partner App according Sec. 2 is solely liable for all payments to Fidor. It is the sole economic risk of the Developer, to pass on and charge the costs pursuant to Sec. 6.1 and 6.2 to the End User or the user of the Partner App. Payments to Fidor are not related hereto.
6.4 Fidor will invoice monthly in electronic form and at the end of each month. The costs are due immediately and will be debited to the account of the Developer and the Developer grants the necessary permission herewith.
6.5 Any agreement on revenue or cost sharing with regard to a Partner App will require a separate written agreement.
7. End User / Users of the Partner App
7.1 If the Developer provides the use of the Partner App to End Users with or without charge, he shall have the sole civil and contractual responsibility towards the End User.
7.2 The Developer is not authorized to represent Fidor against third parties.
7.3 The Developer shall ensure that the Partner App shall only be used with the inclusion of legally effective and appropriate Terms and Conditions for End Users. These Terms and Conditions shall include an explicit disclaimer, that the Partner App is not provided by Fidor, and the responsibility for content and operation remains solely with the Developer.
7.4 Whilst distributing and concluding the contract with End Users, the Developer must not give the impression to be regulated by the banking supervision and / or operate an own bank.
8.1 The liability of Fidor in connection with the development and operation of Partner App is limited to intent and gross negligence; in case of the violation of essential contractual obligations Fidor shall also be liable in cases of slight negligence.
8.1.1 In the case of Fidor being liable for slight negligence, the liability shall be limited to typical and foreseeable damages.
8.1.2 Without being responsible, Fidor shall not be liable for any damages. This shall explicitly apply on any damages caused by acts of God, riots, war, terrorism or natural disasters, hacker attacks (in the broadest sense), adverse market conditions or a failure or malfunction of technical systems or computer systems which cannot be influenced by Fidor.
8.2 Rights of the Developer against Fidor shall not be assigned or pledged to third parties. Fidor is entitled to assign its rights against Developers (including any payment entitlements) and to pledge these rights to third parties.
9. Data Protection
9.1 Fidor will collect, process and use personal data concerning the use of the Partner App. This is done for the sole purpose of carrying out business with End Users. The Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG) shall apply. Herewith the Developer grants Fidor the right to store, process, use the information and transfer it to third parties for the sole purpose of carrying out business with Customers and also to authorities with a proven legitimate interest.
9.2 Developer shall comply with all applicable data protection legislation in all relevant countries for the use of the Partner App. The legal risk associated with data protection for the use of the Partner App remains solely with the Developer. The Developer will indemnify Fidor on first demand from all claims of third parties. This includes in particular all claims of End Users and the cost of legal defense and prosecution.
The term of the contract between the Developer and Fidor shall be unlimited. Ordinary termination is possible by either party to the end of each month with a notice period of three months. The possibility of an extraordinary termination shall not be affected.
11. General Provisions
11.1 If any provision of these General Terms and Conditions is wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The same applies if the agreement should leave room for interpretation. The parties shall replace the ambiguity, void or invalid provision in this case by a wording which corresponds to the economic purpose of the agreement and to the intended will of the parties as closely as possible.
11.2 The contractual relationship between the Developer and Fidor shall be governed by German law under the exclusion of the CISG (UN Convention on Contract for the International Sale of Goods).
11.3 The place of jurisdiction is Munich if not any mandatory legal provisions constitute a different jurisdiction for compelling reasons.
11.4 Amendments and additions to these General Terms and Conditions must be made in writing. This also applies to this written form requirement.