This document regulates the Terms and Conditions in regards to the access, adherence and use of the Coverflex Wallet provided by Evinrude due S.r.l a company with registered head office at Via Giosuè Carducci 8, 20123, Milano Italia registered at the Commercial Registry of Milano, Monza, Brianza, Lodi as a PMI innovativa with REA: MI – 2109554 and Share Capital of 750.000€ (operating under the trademark “Coverflex”), by the Coverflex Client for its Employees.

Evinrude due S.r.l is a company fully owned by Universal Cover S.A. and is part of the Coverflex Group.

The terms and conditions detailed below are available in the Coverflex Application. The financial services partner’s Terms and Conditions will prevail in case any discrepancies arise regarding the use of the Coverflex card.

1. Definitions:

1.1 Under these Terms and Conditions, the below expressions have the following meanings:‍

1.2 COVERFLEX APPLICATION: the platform managed by Coverflex, which can be accessed through the website www.coverflex.com/it or through download on the corresponding App Stores (Google Play for Android and Apple Store for iOS), reserved exclusively to Clients and respective Employees, enabling them to access and use the Coverflex Wallet.‍

1.3 CLIENT AREA: the area of the website and of the Coverflex Application reserved exclusively to the Client and to the Employee which enables them to access and use the Coverflex Wallet. The Client Area includes the access to the account balance and to the management of the Coverflex Wallet, namely the purchase by the Company of meal vouchers and the corresponding usage by the Company’s Employees.

1.4 CARD: the debit card issued by UAB Monavate - which is held by Coverflex and made available to the Employee - is associated to an account held by Coverflex which allows the use of the available funds in the allocated Coverflex Wallet for benefitting from services through credits with an amount limit previously agreed upon between the Client and Coverflex. These services are provided by physical Points of Sales (POS) or retailer websites that have closed an agreement with Coverflex. 

1.5 CLIENT: the legal person, who maintains a contractual relationship with Coverflex regarding the provision of the Coverflex Wallet services.

1.6 COMPANY MANAGER: the natural person or persons indicated by the Client to Coverflex, which act in representation of the Client.

1.7 EMPLOYEE: the natural person with whom the Coverflex Client maintains a professional relationship, regardless of an existing labor relationship.

1.8 COVERFLEX: Evinrude due s.r.l;

1.9 THIRD PARTY ENTITIES: Financial services entities that may provide technical services, e-money and payment services to Coverflex.

1.10 PARTIES: Coverflex and the Client.

1.11 COVERFLEX PROGRAM: the products and services presented and marketed in the Coverflex Application.

1.12 COVERFLEX WALLET: solution that combines the Coverflex Application and an array of supporting services, accessible through a safe security system of personal and financial data exchange managed by Coverflex, which enables Coverflex to make available to its Clients’ Employees Available Funds held by Coverflex for the opening, monitoring and management of accounts associated with the Coverflex Program and the execution of operations and adherence to a debit card. The debit card is issued by UAB Monavate pursuant to license from VISA Incorporated. Monavate UAB is duly authorized and regulated by the Bank of Lithuania as an E-Money Institution. Registration number LB002139.  The E-money Wallet and Payment Services are provided to Coverflex by SEFIDE E.D.E. S.L.U Registered in Spain No. 6705

1.13 SITE: the Internet website owned by Universal Cover, S.A available at https://www.coverflex.com/ and the specific one regarding the Italian market https://www.coverflex.com/it.

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2. Purpose

2.1 This document establishes the conditions and procedures for:

2.2 The access to and use of the Coverflex Application, owned by and of the responsibility of Coverflex, the content being exclusively determined by Coverflex.

2.3 The access and adherence to a Coverflex Program, through the subscription of products and services made available to the Client and/or the Employee to choose from, under the described terms on the Clause 4 of these Terms and Conditions.

2.4 The access and use of the Coverflex Wallet.

2.5 These Terms and Conditions do not exempt reading and complying with the Privacy Policy (available here) as well as the consultation of all the pre-contractual and contractual information legally required related to each product and service made available by Coverflex.

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3. Adherence to the Coverflex Program

3.1 The Client can access the Coverflex Website via www.coverflex.com/it, in compliance with the present Terms and Conditions, the Terms of the Site Use and the corresponding Privacy Policy.

3.2 To adhere to the Coverflex program and in order to access the Coverflex Application, the Client will previously have to register through the creation of a Coverflex account.

3.3 Once the registration and adherence process to the Coverflex Program is concluded, the Client must add the information related to the Employees that will benefit from the selected program.

3.4 The Employees identified by the Client will be invited to log in and to access the Coverflex application, to set a password before being able to take advantage of the platform and the Cards that integrate the selected Coverflex Program.

3.5 The first access by the Client to the Coverflex Application represents an invitation to contract by Coverflex and the adherence to the Coverflex Program and the Card terms of use is considered to be complete with the confirmation notice sent by Coverflex to the Client.

3.6 The Adherence to the Coverflex Program is only valid for legal persons with registered office or permanent establishment in Italy.

3.7 Under no circumstances, does Coverflex provide professional advisory on legal, tax or financial matters and therefore the Client must seek professional advice from specialists in case of any doubt relating to the products and services to be subscribed. The recommendations that might eventually be transmitted by Coverflex under these scopes are for information purposes only and therefore shall not be interpreted by any means as binding.

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4. Operation of the Coverflex Program

4.1 Any requests transmitted to Coverflex through the Coverflex Application, if validly communicated, produce full legal effects, and the Client or the Employee cannot invoke the absence of the signature of any document as a way to exclude responsibility for the obligations agreed upon by virtue of the requests being validly transmitted and executed.

4.2Coverflex only executes the valid requests made by the Client or the Client’s Employee when the same are in conformity with the contracts and agreements laid out between the Client or the Client’s Employee and the mentioned entities, as well as with these Terms and Conditions.

4.3 Coverflex reserves the right not to execute any requests transmitted through the Coverflex Application, whenever it suspects its trustworthiness. Furthermore, it may block the Client temporarily or definitely or may even block the Client’s Employee from accessing their Coverflex Application.

4.4 Coverflex shall not be liable for any delays, interruptions, and/or system errors and/or malfunction in the Coverflex Application that arise beyond the control and responsibility of Coverflex and that cause any limitation and/or constraint, total or partial, to the Client or to the Employee of the Client.

4.5 The transactions - executed by Coverflex in accordance with the validly transmitted request by the Client - are subject to charges defined in the contractual agreement between both Parties.

4.6 In view of any problem stemming from the use and operation of the Card or of the Coverflex Wallet associated with it, the Company Manager or the Employee must contact Coverflex through the respective support channel via [email protected]

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5. Access to the Coverflex Wallet

5.1 The Client may access and use the Coverflex Wallet solution which allows them to make available to its Employees Coverflex Available Funds and Card for the management of the Coverflex Program.

5.2 The access and use by the Client and by the respective Employees of the Coverflex Wallet is subject to the acceptance and compliance with these Terms and Conditions by the Client and the terms and conditions of the Card use by the Employee.

5.3 After the acceptance of these Terms and Conditions by the Client, the Employees will be able to use the Coverflex Wallet and all its functionalities, as well as use the Card associated with their Coverflex Wallet, once it is provided subject to acceptance of the terms and conditions of the Card use.

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6. Functioning of the Coverflex Wallet

6.1 Each client has access to a Client Area and to their allocated Coverflex Wallet, each associated to a unique account associated with an IBAN.

6.2 In the Client Area, the client will have access to information about their Coverflex Wallet balance.

6.3 The Coverflex Wallet also allows the Client to:

6.4 Through the purchase of meal vouchers, manage the allocation of funds to each Employee; 

6.5 Request the issuance of a debit card to spend the allocated meal voucher funds “Available Funds”. This card is held by Coverflex and assigned to each Employee as per the Terms and Conditions of the Card.

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7. Transactions through Coverflex Wallet

7.1 The requests transmitted by the Client and by the Client’s Employee in the Coverflex Wallet will be considered entirely valid and effective when given in accordance with the present Terms and Conditions, the Terms and Conditions of the Card use.

7.2 The maximum transaction amount is the one indicated by the Client’s Employee to Coverflex up to the Available Funds, and in accordance with the rules applicable to meal vouchers as defined by the applicable legislation in Italy.

7.3 The Client and the employee agree to promptly communicate to Coverflex each and every irregularity on the availability of the funds, in the Coverflex Wallet account movements, as well as any anomalies to the standard operation of the Wallet.

7.4 For the purpose of the previous number, the communication should be made to: [email protected]

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8. Card

8.1 The adherence to the Coverflex Wallet entails the creation of an Employee wallet and the issuance of a debit card linked to the same wallet. The aforementioned debit card is held by Coverflex.

8.2 The subscription and use of the Card by the Employee must comply with the terms and conditions of the Card use available here. The Client shall ensure that all their Employees are informed about the aforementioned conditions.

8.3 The Card allows the Client’s Employee to carry out debit payments up to the Available Funds in the Coverflex Wallet.

8.4 The card is only valid for the duration shown on it.

8.5 The Client shall immediately notify or ensure that the respective Employees that use the card will communicate to Coverflex when made aware of the loss, misplacement, theft, robbery or forgery of the Card, any unauthorized transactions or any other event that might compromise the integrity and confidentiality of the Card’s security codes.

8.6 For the purpose of the previous number, the communication shall be to made do the following contacts: [email protected] 

8.7 In the event of an Employee leaving the Coverflex Program, by indication of the Client:

8.7.1 The authorization for the access and use of the Coverflex Application granted to the Employee will remain valid for a period of 180 days after the leaving date indicated by the Client. After this period, the access and use ceases, and the corresponding Employee will, immediately, be unable to access and use the Coverflex Application;

8.7.2 During the 180 days period, the remaining Available Funds will be available for the use by the Employees. The Client binds himself to notify the ex-Employee that they have 180 (one hundred and eighty) days counting from the aforementioned notification to use the Available Funds, after which the Card will be canceled. The Client is fully liable for any and all damage caused by the lack of the aforementioned notification to the Employee as well as any Available Funds not used during this deadline and that the Employee might claim from Coverflex;

8.8 Without prejudice to what is set forth in the previous number, once the Available Funds are depleted, Coverflex will cancel the card.

8.9 The Client is liable for the loss, destruction or misplacement of the Card and will be under the obligation to bear the associated costs previously communicated by Monavate in the commercial conditions transmitted in the moment of adherence to the Coverflex service.

8.10 Any issue, complaint and dispute related to the Card should be reported, in the first instance, to Coverflex by contacting the Customer Services team by emailing  [email protected]. If Coverflex is unable to resolve your complaint, you may refer your complaint to Coverflex by emailing [email protected]. Please refer to the Card terms and conditions of use for further information.

9. Price and Payment

9.1 For the adherence to the Coverflex Program, the Client will pay the fixed price for that subscription, which is subject to VAT at the legal rate in force from time to time. The payment is due on the date of the invoice issued by Coverflex to the Client.

9.2 Coverflex holds the right to review the applicable price at the end of each Coverflex Program or on its renewal. Such review is subject to prior notification to the Client by email.

9.3 The price may be subject to amendments in the following situations:

9.3.1 In case the Client chooses to add new products and services from its Coverflex Program;

9.3.2 By means of agreement between both parties.

9.4 The failure to meet the prompt payment of any amount due to Coverflex grants the latter with the right to claim late payment interests over such amounts up to the maximum legal rate in force.

9.5 In case the Client remains in late payment for a period superior to 30 days from the date of maturity of the obligation, and subject to the respective notice periods agreed upon on the contractual agreement between Coverflex and the Client. Termination entails the automatic expiration of the amounts due and not fulfilled.

9.6 The download and adherence to the Coverflex Application is free of charge.

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10. Intellectual Property

10.1 The Intellectual Property Rights of all content within the Coverflex Application and the Coverflex Wallet that are not externally provided and as such properly identified, are of the exclusive property of Coverflex and are protected under the general terms of the national and international intellectual property legislation, Copyright Law and related rights, as well as the relevant legislation on cybercrime.

10.2 Coverflex hereby grants the Client and the Clients’ Employee the non-exclusive, limited, and non-transferable right to use      the Coverflex Application which supports and enables the adherence to the Coverflex Program and to the Coverflex Wallet, for the duration of the agreement.

10.3 The Client or the Client’s Employee is not authorized, under any circumstance, by any means, to copy, reproduce, alter, divulge, distribute, sell, yield, transmit or make available through the Coverflex Application, as well as to store, distribute or transmit any virus, or any illegal, hazardous, threatening, defamatory, obscene, disrespectful, harassing, racist or ethnically offensive material for the duration of the agreement.

10.4 Coverflex holds the right to suspend, at any time, the access to the Coverflex Application for the breach of its intellectual property rights and/or the present Terms and Conditions by the Client or the Client Employee, by giving prior notice of one month to the Client as defined by the Card issuer.

10.5 Coverflex holds the right to proceed judicially against the authors of any copy, reproduction, diffusion, non-authorized commercial use or any improper use of the Coverflex Application, rejecting any liability for any improper use of the Coverflex Application by third parties.

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11. Client Obligations

11.1 The client recognizes that the Coverflex Application access codes provided to the Company Manager and to the Client’s Employees have a personal nature and are non-transmissible or transferable, and therefore the Client is fully responsible for its confidentiality.

11.2 The Client will exercise all reasonable efforts among his employees to prevent any unauthorized access or use of the Coverflex Application, and in the case of knowledge of any unauthorized access or usage, it shall immediately notify Coverflex, immediately taking any technically preventive and precautionary measures at its disposal.

11.3 The Company Manager must immediately notify Coverflex, in case the Client or its Employees receive a communication allowing the installation of the Coverflex Application through an entity other than the authorized App Stores – Google Pay for Android and App Store for the iOS.

11.4 Before using the Coverflex Wallet, the Client must ensure that the Company Manager and the Client Employees read and comprehend every message and/or document made available for the product or service in question, in order to fulfill any and all obligations that arise associated to them.

11.5 The Client commits to ensure that its Employees are properly informed of the obligations to which they must comply for the use of the Coverflex Program.

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12. Term and Termination of the Coverflex Program

12.1 The Adherence to the Coverflex Program enters into effect at the date of acceptance by Coverflex and will be in force until the date of termination (“Term”) defined in the contractual agreement.

12.2 Once the Term has elapsed, the Coverflex Program will automatically and successively renew for the same term, unless any of the Parties opposes to the renewal by giving written notice to the other Party as defined in their contractual agreement. 

12.3 Without prejudice to any and all rights or remedies that the Parties can be entitled to, any Party can provide notice to terminate the contractual agreement, to the full extent legally allowed, if:

12.4 The other Party does not comply with the provisions in the present Terms and Conditions, if this breach is susceptible of remedy, and if the original agreement cannot be reestablished in 30 (thirty) days’ time after the notification made by the complying party; In case the situation cannot be reestablished, it can be terminated immediately after the reception of the notification by the non-compliant party; or

12.5 There is a deliberation or a judicial decision to wind up, suspend or terminate the activity of the other party; or

12.6 There is a deliberation nominating a Judicial Administrator to manage the business, the activity and the property of the other Party, or if a petition to nominate a Judicial Administrator for the other Party is presented to a competent court, or in case a notice is made, by the other Party or by its Directors, of the intention to nominate a Judicial Administrator or an Insolvency Administrator; or

12.7 It is nominated a Liquidator related to certain assets of the other Party, or if the circumstances that allow a competent court or a creditor to nominate a Liquidator or a Judicial administrator for the other party are met; 

12.8 On instruction by the financial services entity; or

12.9 The Other Party ceases its activity.

12.10 The termination set forth in the previous numbers will be carried out by means of registered letter with acknowledgement of receipt, to be sent to other party, in which the Party that invokes it shall demonstrate which contractual provisions were breached and the possible damages associated.

12.11 After the termination of the Coverflex Program, regardless of the motive that originated it, and without prejudice to the financial consequences, if any, the following applies:

12.12 The authorization for the access and use of the Coverflex Application granted to the Client ceases and the aforementioned, or any Clients’ Employees, when applicable, will immediately be unable to access and use the Coverflex Application;

12.13 The authorization for the access and use of the Coverflex Application granted to the Employee will remain valid for a period of 180 days after the termination. After this period, the access and use ceases, and the corresponding Employee will, immediately, be unable to access and use the Coverflex Application;

12.14 During the 180 days period, the remaining Available Funds will be available for the use by the Employees. The Client binds himself to notify the ex-Employee that they have 180 (one hundred and eighty) days counting from the aforementioned notification to use the Available Funds, after which the Card will be canceled. The Client is fully liable for any and all damage caused by the lack of the aforementioned notification to the Employee as well as any Available Funds not used during this deadline and that the Employee might claim from Coverflex;

12.15 The termination of the Coverflex Program for any motive will occur without prejudice to any and all rights and remedies that the Parties have the right to, as set forth in the applicable law or in these Terms and Conditions, including the  price payment obligations, and will not affect any rights or responsibilities acquired by any of the Parties, nor the entry into force, nor the remaining in force of any provision of the present Terms and Conditions, that in an express or tacitly manner, is intended to enter into force or to remain in force during or after the mentioned termination;

12.16 Upon request from the Client, Coverflex will proceed to extract and deliver to the Client any and all data and documentation related with the Company usage of the Coverflex Wallet. Moreover, Coverflex will delete all data held in its systems, with exception to any data that must be retained in strict compliance with applicable legislation in personal data protection and according with Coverflex’s Privacy Policy.

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13. Amendments to the Terms and Conditions

13.1 Without prejudice to the applicable Terms and Conditions of the Third Party Entities, Coverflex reserves the right to modify the present Terms and Conditions unilaterally and at any time, with the exception of those terms and conditions that refer services being provided to Coverflex by Third Party Entities for which any changes in the present Terms and Conditions are subject to one month’s notice by Coverflex to Clients.

13.2 If changes are introduced, in the circumstances mentioned in the previous numbers, Coverflex will notify the Client and the Client Employee of the terms, conditions and/or procedures modified in their first access, requesting an explicit statement acknowledging the modifications and the acceptance of the modifications introduced.

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14. Liability

14.1 Coverflex is not liable for any delays, interruptions and/or system errors and/or malfunctioning of the Client Area, that arise from any events beyond the control and responsibility of Coverflex and that cause any limitation and/or constraint, total or partial, to the Client or to the Employee. As a purely illustrative example the following situations: when these events originate in the telecommunication network, computer-based system failure, software failure, electric current failure.

14.2 The noncompliance, in all or in part, of any obligations arising from these Terms and Conditions or from the applicable legal provisions, constitutes as motive for the immediate resolution of the present adherence contract by means of a written notification to the other party.

14.3 Coverflex is not liable for the defective use of the Client Area by the Client, or by any mistake from its part in the process of registration and adherence to the Coverflex Program, nor for facts imputable to a Third Party Entity.

14.4 The Client and the Clients’ Employee are responsible for the use of the Coverflex Application.

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15. Data Protection

15.1 Please see our Privacy Policy here, which comprehensively explains all the rights of the data holders and the conditions of usage and treatment of personal data during the execution of the Coverflex Program.

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16. Applicable Law and Jurisdiction

16.1 To any matter that is not expressly regulated in the present Terms and Conditions, Italian Law will apply.

16.2 In case of disputes related to the validity, efficiency, interpretation, application or compliance with the present Terms and Conditions, Coverflex and the Client accept that the competent court to resolve the dispute is exclusively the Judicial Court of Milan (Tribunal di Milano) expressly wavering Judicial resource to others.