Stellar BankSync Product Terms

These Product Terms constitute a supplement to the General Terms and Conditions and should be read in conjunction with them. All definitions used in these Product Terms shall have the same meaning as set out in the General Terms and Conditions, unless explicitly stated otherwise.

1. Definitions

Authorisation	The consent granted by the Customer via the Portal to connect a Bank Account to the Service.
Bank File	A file containing bank transactions generated by the Service, which for automated processing is made available exclusively in MT940 format, and may additionally be made available in other formats for supplementary purposes.
Bank Account	A bank account of the Customer or of an entity affiliated with the Customer, which is connected to the Service by means of an Authorisation.
Data Provider	A third party, including but not limited to API providers and other technical service providers, that makes bank data available to the Service.
Service	The service offered by Stellar under the name Stellar BankSync, through which bank data is retrieved, processed and made available to the Customer via external data connections.
Historical Data	Bank transaction data relating to a period prior to the moment at which a Bank Account is connected to the Service.
Maintenance Window	The period during which scheduled maintenance of the Service may take place, as specified in these Product Terms.
MT940	The international standard format for bank transaction data, as used for the provision of Bank Files within the Service.
Portal	The online platform made available by Stellar (Stellar BankSync Portal) through which the Customer can, among other things, connect Bank Accounts, manage Authorisations, and consult and download data.
Pricing Terms	The separate terms setting out the rates, fees and payment terms for use of the Service.
Privacy Statement	The document describing how Stellar handles personal data in the context of the Service.
SFTP	Secure File Transfer Protocol, being a method for the automated and secure exchange of files between systems.
Stellar	Stellar Advisory B.V., established in the Netherlands and registered with the Dutch Chamber of Commerce under number 91424712.
Stellar Configuration	The manner determined by Stellar in which Bank Files and related transaction data are interpreted, processed and mapped within the Service.
Transaction Codes	Codes or designations used by banks or Data Providers to classify the type or nature of a transaction.

2. Use of the Service

2.1 Permitted use

The Customer shall use the Service exclusively in accordance with these Product Terms and for the intended purpose for which the Service is made available.

2.2 Prohibited use

The Customer is not permitted to:

a. use the Service in any manner that is contrary to applicable laws or regulations;

b. use the Service in any manner that may cause damage to the Service or the underlying systems of Stellar or third parties;

c. make unauthorised changes to the operation, configuration or integration of the Service;

d. use the Service in any manner that adversely affects the operation, stability or security of the Service;

e. use the Service for purposes for which it is not reasonably intended.

2.3 Consequences of misuse

If the Customer acts in breach of this Article, Stellar reserves the right to:

• suspend use of the Service in whole or in part;
• restrict or terminate access to the Service;
• take any additional measures deemed necessary to protect the Service.

3. Intellectual property

3.1 Ownership of the Service

All intellectual property rights relating to the Service, including but not limited to the software, documentation, configurations and underlying technology, shall vest exclusively in Stellar or its licensors.

3.2 Right of use

The Customer shall obtain only a limited, non-exclusive, non-transferable right to use the Service in accordance with these Product Terms.

3.3 Restrictions

The Customer is not permitted to:

• copy, modify or reproduce the Service or any part thereof;
• decompile, reverse engineer or otherwise attempt to ascertain the underlying operation of the Service;
• use the Service in any manner outside its intended use as described in these Product Terms.

4. Updates, maintenance and availability

4.1 Availability of the Service

Stellar BankSync aims to achieve the highest possible availability of the Service, but does not guarantee uninterrupted, error-free or continuous operation of the Service. The Service is provided on an “as is” and “as available” basis.

4.2 Maintenance and scheduled downtime

Stellar reserves the right to carry out maintenance, updates and changes to the Service.

Scheduled maintenance may take place between 22:00 and 00:00 hours (the “Maintenance Window”).

To the extent reasonably possible, Stellar shall communicate scheduled maintenance activities at least seven (7) days in advance via the Customer's email address known to Stellar.

4.3 Permitted interruptions

Interruptions to the Service are permitted, including in the following cases:

• performance of maintenance, updates or upgrades, including scheduled maintenance within the Maintenance Window and, if necessary, outside it;
• requests or instructions from competent authorities;
• failures or limitations affecting third parties, including but not limited to banks, API providers or other suppliers;
• force majeure;
• incorrect or improper use of the Service by the Customer.

4.4 Changes and updates

Stellar reserves the right to amend from time to time the manner in which data is exchanged or processed in the context of the Service, for example if this is necessary for the operation, security or improvement of the Service.

If such changes have an impact on the set-up on the Customer's side, the provisions of Article 9.5 shall apply mutatis mutandis. To the extent such changes affect the Customer's use of the Service, Stellar shall communicate such changes in a timely manner.

Continued use of the Service after such a change shall constitute acceptance of the amended functionality.

4.5 Dependence on third parties

The Customer acknowledges that the Service depends on third-party systems and infrastructure, including but not limited to banks and API suppliers.

Stellar is not responsible and shall not be liable for any delay, error or interruption in the Service caused by such third parties.

4.6 No liability for downtime

Stellar shall not be liable for any damage arising from temporary or partial unavailability of the Service, unless such damage is the result of wilful misconduct or gross negligence on the part of Stellar.

5. Data processing and role of Stellar

5.1 Role of Stellar

The Service acts solely as a technical processing and transmission layer for financial data obtained via external Data Providers.

Stellar has no direct connection with banks and depends on these external parties for the retrieval and provision of data.

5.2 No substantive alteration of data

Stellar does not substantively alter or manipulate the transactional data received.

The Service is limited to transforming and structuring data into another format, without changing the underlying data such as amounts, counterparties or descriptions.

6. Operational conditions and use of the Service

6.1 Provision of files

The Service shall make Bank Files available once per day via the agreed infrastructure (such as SFTP).

Files shall in principle be made available between 00:00 and 04:00 hours (CET).

6.2 Use and timing by Customer

The Customer is responsible for retrieving and processing in a correct and timely manner the files made available by Stellar.

Retrieving or processing files before the time at which they are made available may lead to errors or incomplete processing because the files are not yet, or only partially, available at the SFTP location. Stellar is not responsible for any consequences arising therefrom.

6.3 Frequency of use

The Customer shall not invoke or use the Service more frequently than is reasonably necessary for its intended use.

To the extent Stellar makes the files available once per day, the Customer shall align its corresponding processes accordingly.

6.4 Re-delivery of files

Stellar offers the possibility of making previously generated Bank Files available again via the Portal.

Such re-delivery shall not take place via the automatic connection or infrastructure (such as SFTP), but only through manual download by the Customer.

The Customer shall be solely responsible for downloading and processing these files in its own systems.

6.5 Historical Data

Following the successful connection of a Bank Account, the Customer may, via the Portal, obtain access to historical transaction data for a maximum period of two (2) years prior to the relevant date, insofar as such data is made available through the data connections used.

This functionality enables the Customer, among other things, to obtain and process missing historical bank data manually.

7. Bank Files and formats

7.1 File formats

The Service makes Bank Files available in MT940 format, as well as in additional file formats (PDF and CSV) insofar as relevant for processing by the Customer. Stellar reserves the right to offer the Service in other formats in the future as well.

7.2 No zero files

For days on which no transactions have taken place on an account, no Bank Files shall be generated or made available.

7.3 Standardisation of data

The Service aims to provide bank data in a standardised format, whereby transaction data is structured in a consistent manner, regardless of the source or origin of the data.

7.4 Limitations in format and structure

The manner in which data is provided, including the structure and content of the files, depends on the possibilities and limitations of the data connections and underlying systems used.

7.5 Configuration and mapping

The manner in which Bank Files and the associated Transaction Codes are interpreted, processed and mapped shall be determined by Stellar (the “Stellar Configuration”).

The Customer shall not make any changes to this configuration, nor to the manner in which Transaction Codes are interpreted or mapped, unless this is done on the basis of instructions from, or with the prior approval of, Stellar. Stellar is not responsible for errors, disruptions or reduced functioning of the Service resulting from unauthorised changes made by the Customer. 

Stellar reserves the right to adapt or amend the Stellar Configuration from time to time. If such a change has an impact on the set-up or configuration on the Customer's side, the Customer shall be obliged to implement such changes in its systems in a timely manner, in accordance with the instructions provided by Stellar.

The Customer must implement these changes no later than ten (10) Business Days after notice from Stellar. If the Customer fails to implement the required changes in a timely manner, Stellar is not responsible for any errors, disruptions or reduced functioning of the Service resulting therefrom.

At the Customer's request, Stellar may provide support in implementing such changes. Such support may be subject to additional charges, as further specified in the Pricing Terms.

7.6 Use of Transaction Codes

The Customer is free to amend descriptions of the Transaction Codes for internal use, provided that the underlying structure and mapping of the Transaction Codes remain unchanged.

8. Data exchange and system interaction

8.1 Use of system data

In the context of the operation of the Service, Stellar uses certain data and configurations from the Customer's systems.

Such data is used solely for:

• performing and optimising the Service;
• ensuring the correct functioning of the connection;
• analysing and improving functionalities.

8.2 Operational exports

As part of the Service, automated data exchanges may take place between the Customer's systems and Stellar, including but not limited to:

• configuration settings relating to the processing of Bank Files;
• data necessary for processing and matching transactions;
• technical data providing insight into the use and operation of the Service.

8.3 Purpose limitation

The data exchanges referred to in this Article shall take place only insofar as necessary for the provision, operation and improvement of the Service.

9. Termination and general provisions

9.1 Termination of the Service

The Customer shall at all times retain the right to terminate use of the Service with immediate effect by withdrawing the Authorisation for the bank connection via the Portal.

Authorisation and termination take place per individual Bank Account. Withdrawal of the Authorisation for a specific Bank Account shall qualify as termination of the use of the Service for that account.

As long as at least one active Authorisation remains in place, the Service shall remain active and charges may be levied in accordance with the Pricing Terms. Only once all Authorisations have been withdrawn or have expired shall use of the Service be fully terminated and no further charges shall be levied.

9.2 Precedence and interpretation

In the event of any conflict between these Product Terms and other documentation or communications, including the General Terms and Conditions, these Product Terms shall prevail, unless expressly agreed otherwise in writing.

9.3 Amendments to the Product Terms

Stellar reserves the right to amend or supplement these Product Terms from time to time. To the extent reasonably possible, Stellar shall inform the Customer of material amendments to these Product Terms, for example via the Portal or by email.

Amended Product Terms shall enter into force at the time of publication or on a date specified by Stellar. If the Customer continues to use the Service after being notified of an amendment, this shall constitute acceptance of the amended Product Terms.