TERMS AND CONDITIONS - MEAL
This document regulates the Terms and Conditions in regards to the access, adherence and use of the Coverflex Program, Coverflex Meal and Coverflex Application from UNIVERSAL COVER, S.A, a company with registered head office at EN 101 Av. Barros e Soares, 423, 4715-214 Braga, Portugal, registered at the Braga Commercial Registry under the legal person and registration number 515.428.51 (operating under the trademark “CoverFlex”), by the Coverflex Client for its Employees.
1.1 1.1 Under these Terms and Conditions, the following expressions have the following meanings:
a) COVERFLEX APPLICATION: the platform whose ownership and responsibility belongs to and lies with Universal Cover, S.A., which can be accessed through the website www.coverflex.com or through download on the corresponding App Stores (Google Play for Android and Apple Store for iOS), reserved exclusively to Clients and respective Employees, which allow them to establish, access and use the Coverflex Meal Program.
b) CLIENT AREA: the area of the website and of the Coverflex Application reserved exclusively to the Client and to the Employee which includes the access to the account balance and to the management of the Coverflex Meal Program and the Card.
c) CARD: the debit card issued by Pecunpay, held by the Client and to be made available to the Employee, associated to a payment account, including the acquisition of goods and services in any Point of Sales (POS) or retailer website that accepts such means of payment, according to the Pecunpay Card Terms and Conditions.
d) CLIENT: the legal person, who maintains a contractual relationship with Coverflex, who enters into an agreement with the aforementioned, regarding the supply of products and services described in Clauses 2 and 4 , for the benefit of itself or of its Employees.
e) COMPANY MANAGER: the natural person or persons indicated by the Client to Coverflex, which act in representation of the CLIENT when entering into and using the products and services described in Clause 4.
f) EMPLOYEE: the natural person with whom the Coverflex Client maintains a professional relationship, regardless of an existing labour relationship.
g) COVERFLEX: Universal Cover, S.A..
h) PARTIES: Coverflex and the Client.
i) PECUNIA CARDS E.D.E, S.L.U (or “PECUNPAY”): the Spanish corporation PECUNIA CARDS E.D.E, S.L.U, an electronic money institution (EMI) supervised by and registered with the Bank of Spain under the number CSB 6707, with registered office at Calle Guzmán El Bueno, 133 – Edificio América – Bajo B – 28003 Madrid, with the tax payer number B86972346 registered at the Commercial Registry of Madrid under no. V.32368, F.1, S. M-582661, Registration 1.
j) COVERFLEX MEAL PROGRAM: solution that combines the Coverflex Application and an array of payment services provided by Pecunpay, accessible through a safe security system of personal and financial data exchange managed by Coverflex, which allows the Client to make available to its Employees a virtual wallet for the opening, monitoring and management of payment accounts, the execution of payment operations and the adherence to a debit card issued by Pecunpay.
k) SITE: the Internet website owned by Universal Cover, S.A available at https://www.coverflex.com/.
1.2 When applicable, it should be considered that masculine terms include the feminine and that the singular terms include the plural terms and vice-versa.
2.1 This document establishes the conditions and procedures for:
a) The access to and use of the Coverflex Application, owned by and of the responsibility of Coverflex, the content being exclusively determined by Coverflex.
b) The access, adherence and use of the Coverflex Meal Program, as described in these terms and conditions.
3. Adherence to the Coverflex Meal Program
3.2 To adhere to the Coverflex Meal Program and in order to access the Coverflex Application, the Client will have to register previously, by creating a Coverflex account with its email address, followed by the setting of a password.
3.3 After the creation of the account, the Client must introduce its personal identification and attach the corresponding elements for evidence.
3.4 Once the registration and adherence process to the Coverflex Meal Program is concluded, the Client must add the information related to the Employees that will benefit from the selected program.
3.5 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 functionalities and cards that integrate the selected Coverflex Meal Program.
3.6 The first access by the Client to the Coverflex Application represents an invitation to contract by Coverflex and/or by Pecunpay and the adherence to the Coverflex Meal Program is considered to be complete with the confirmation notice sent by Coverflex to the Client.
3.7 The provision of any and all payment services and products and/or electronic money made available in the Coverflex Application, including the issuance of cards, is of the responsibility of Pecunpay.
3.8 The Adherence to the Coverflex Meal Program is only valid for legal persons with registered office or permanent establishment in Portugal.
3.9 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.
4. Operation of the Coverflex Meal Program
4.1 Any Instructions transmitted to Coverflex and Pecunpay through the Coverflex Application, if validly communicated, produce full legal effects, and the Client or the Employee of the Client cannot invoke the absence of the signature of any document as a way to exclude responsibility for the obligations agreed upon by virtue of instructions being validly transmitted and executed.
4.2 Coverflex and Pecunpay only execute the validly transmitted instructions by the Client or the Client’s Employee when the same are in conformity with these Terms and Conditions.
4.3 Coverflex reserves the right to not execute any instructions transmitted through the Coverflex Application, whenever it suspects of its trustworthiness. Furthermore, it may block temporarily or definitely the Client or the Client’s Employee from gaining access to 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 As described in Clause 1 subparagraph c), Pecunpay is the entity responsible for the Card, including its issuance and management, and for the payment accounts of the Client associated with the Coverflex Meal Program. In view of any problem stemming from the use and operation of the Card or the Wallet associated with it, the Company Manager or the Employee must contact Coverflex through any support channels provided. Additionally they can contact the service provider directly through the following electronic mail address: email@example.com.
5. Access to the Coverflex Meal Program
5.1 The Client may access and use the Coverflex Meal Program solution which allows it to make available to its Employees a virtual wallet as well as an access to certain payment services for the management of the Coverflex Meal Program.
5.2 The access and use by the Client and by the respective Employees of the Coverflex Meal Program is subject to the acceptance and compliance with these Terms and Conditions by the Client.
5.3 After the acceptance of these Terms and Conditions by the Client, the Employees will be able to take advantage of the Coverflex Meal Program and all its functionalities, as well as use the associated Card once it is provided.
6. Functioning of the Coverflex Meal Program
6.1 The Coverflex Meal Program presupposes the allocation of a virtual wallet to the Client (Client Wallet) and a virtual wallet to each one of the Client’s Employees (Employee Wallet).
6.2 Each client has access to a Client Area and to their own Wallet, each associated to a unique account associated with an IBAN.
6.3 The Coverflex Meal Program also allows the Client to gain access to ancillary services made available by Coverflex or by Pecunpay, namely:
a) The availability and management of the funds to be assigned to its Employees through the respective Employee Wallets;
b) The issuance of a debit card by Pecunpay, held by the Client and to be assigned to each Employee, regulated by the Terms and Conditions of the Pecunpay Card.
c) The access, by the Client’s Employees through the Site and Coverflex Application, to the consultation of the registry associated with the available account balance in their Wallet and the various transactions carried out.
6.4 The availability of funds to the Employee within the scope of the Coverflex Meal Program is done solely and exclusively by the Client, through Coverflex, being prohibited to the Employee the possibility to autonomously charge or top up the Employee Wallet.
6.5 Funds made available and allocated to the Employee Wallet are non-refundable in any circumstance.
7. Transactions performed under the Coverflex Meal Program
7.1 Every payment operation (deposit, transfer, withdrawing of funds of a payment account as well as the necessary operations for the account management) and card based payment operations made through the Coverflex Meal Program are made available and executed by the payment service provider Pecunpay according to its Terms and Conditions, whereby Coverflex is restricted, under the commercial partnership established with Pecunpay, to the transmission of the instructions by the Client or by the Client’s Employee and to confirm which payment accounts are to be provisioned or withdrawn from.
7.2 The instructions transmitted by the Client and by the Client’s Employee in the Coverflex Application will be considered entirely valid and effective when given in accordance with the present Terms and Conditions, the Terms and Conditions of Pecunpay, and whenever the aforementioned have given their prior consent to the respective execution in whichever available channel of the Coverflex Application.
7.3 The maximum transaction amount is limited to the available or authorised account balance in the corresponding payment account, at the date of said transaction.
7.4 Every Transaction is registered in the Employee’s and Client’s Wallet, the aforementioned being able to access the corresponding information register as well as in their personal Client Area in the site and in the Coverflex Application. In any case, the Client will not have access to any information on the operations carried out by the Employee within the scope of use of the Employee's Wallet and the Coverflex Meal Program.
7.5 The Client agrees to promptly communicate to Coverflex each and every irregularity on the availability of the funds, in the account movements of the Client Wallet and/or in any Employee Wallet, as well as any anomalies to the standard operation of Wallets.
7.6 For the purpose of the previous number, the communication should be made to the following contact:
8.1 The adherence to the Coverflex Meal Program entails the issuance and availability to the Client’s Employees of a debit card held by the Client and associated to the payment accounts of the Employee’s Wallet.
8.2 The issuance, the subscription of the Card by the Client as the card holder, as well as the use of then Card by the Employee as the card user are of the exclusive responsibility of Pecunpay and must comply with the terms and conditions of the Pecunpay Card available here.
8.3 The Card allows the Client’s Employee to carry out debit payments up to the available balance amount in the Employee Wallet to which the Employee is associated in the Coverflex Meal Program.
8.4 Within the scope of the Coverflex Meal Program, the Card is a means of payment that allows the Employee to purchase goods or services, in Portuguese territory, in commercial establishments in the restaurant and food sectors. The Card does not allow cash withdrawals in automated teller machines (ATMs) in Portugal or abroad.
8.5 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 Pecunpay in the commercial conditions transmitted in the moment of adherence to the Coverflex service.
8.6 The Client is exclusively liable for the usage of the card by the Client’s Employee.
8.7 The card is only valid for the duration shown on it.
8.8 The Client, as holder of the Card, shall immediately notify or ensure that the respective Employees that uses the card will communicate to Pecunpay or to Coverflex when made aware of the loss, misplacement, theft, robbery or forgery of the Card or any other event that might compromise the integrity and confidentiality of the Card’s security codes.
8.9 For the purpose of the previous number, the communication shall be to made do the following contacts:
Email: firstname.lastname@example.org ou email@example.com
Contacto Telefónico Pecunpay: +34 91 3457817
8.10 In the event of an Employee leaving the Coverflex Meal Program, by indication of the Client:
8.10.1 The remaining account balance in the Employee Wallet will be available for the use by the ex-Employee. The Client binds himself to notify the ex-Employee that the same has 180 (one hundred and eighty) days counting from the aforementioned notification to use the account balance, after which the Card will be cancelled, without the Employee or the Client, at any time, having the right to request a refund of the Card balance. The Client is fully liable for any and all damage caused by the lack of the aforementioned notification to the Employee.
8.10.2 Without prejudice to what is set forth in the previous number, once the Employee Wallet’s balance is depleted, Coverflex will request Pecunpay for the definitive cancellation of the card.
8.10.3 The authorisation to access and use the Coverflex Application granted to the Employee ceases and the Employee will immediately cease to be able to access and use the Coverflex Application after the 180 days have elapsed, or when the balance has been exhausted, whichever comes first.
8.11 Any issue, complaint and dispute related to the Card is of the exclusive responsibility of Pecunpay, whereby Coverflex acts as a mere platform to divulge the terms and conditions of the Card issued by Pecunpay and associated to the Coverflex Meal Program under the commercial relationship established between both parties.
9. Price and Payment
9.1 For the adherence to the Coverflex Meal 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 receipt date.
9.2 Coverflex holds the right to review the applicable price at the end of each Coverflex Meal 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 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, Coverflex can suspend or terminate the Program, which entails the automatic (expiration) of the amounts due and not fulfilled.
10. Intellectual Property
10.1 The Intellectual Property Rights of all content within the Coverflex Application and the Coverflex Meal Program 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 right, non-exclusive, limited, onerous and non-transferable for the use of the Coverflex Application which supports and enables the adherence to the Coverflex Meal Program, for the duration of the agreement.
10.3 The Client or the Client’s Employee is not authorised, 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 reasonable prior notice to the Client.
10.5 Coverflex holds the right to proceed judicially against the authors of any copy, reproduction, diffusion, non-authorised commercial use or any improper use of the Coverflex Application, rejecting any liability for any improper use of the Coverflex Application by Third Parties.
11. Client Duties
11.1 The client recognises 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, and therefore the Client is fully responsible for its confidentiality.
11.2 The Client recognises that the Internet constitutes a public network of generalised access, and therefore Coverflex cannot be liable for any damages resulting of the misuse by the Client or by the Client’s Employee.
11.3 The Client will exercise all reasonable efforts among his employees to prevent any unauthorised access or use to the Coverflex Application, and in the case of knowledge of any unauthorised access or usage, it shall immediately notify Coverflex, immediately taking any technically preventive and precautionary measures at its disposal.
11.4 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 authorised App Stores – Google Pay for Android and App Store for the iOS.
11.5 Before communicating any instructions for the execution of any transaction, 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.
11.6 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 Application and the Coverflex Meal Program.
12. Term and Termination of the Coverflex Meal Program
12.1 The Adherence to the Coverflex Meal Program enters into effect at the date of acceptance by Coverflex and will be in force until the date of its termination (“Term”).
12.2 Once the Term has elapsed, the Coverflex Meal Program will automatically and successively renew for the same term, unless any of the Parties opposes to the renewal, which does not require any prior notice.
12.3 Without prejudice to any and all rights or remedies that the Parties can be entitled to and without prejudice to the specific Terms and Conditions agreed upon with Pecunpay, any Party can terminate the Coverflex Meal Program, to the full extent legally allowed, if:
12.3.1 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
12.3.2 There is a deliberation or a judicial decision to wind up, suspend or terminate the activity of the other party; or
12.3.3 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
12.3.4 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 an Judicial administrator for the other party are met; or
12.3.5 The Other Party ceases its activity.
12.4 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.
12.5 After the termination of the Coverflex Meal Program, regardless of the motive that originated it, and without prejudice to the financial consequences, if any, the following applies:
12.5.1 The authorisation for the access and use of the Coverflex Application granted to the Client ceases.
12.5.2 The remaining account balance in the Employee Wallet will be available for use by the Employees. The Client binds itself to notify the ex-Employee that the same has 180 (one hundred and eighty) days counting from the date of termination of the Coverflex Meal Program to use the account balance, after which Pecunpay will be asked to cancel the Card, without the Employee or the Client, at any time, having the right to request a refund of the Card balance. The Client is fully liable for any and all damage caused by the lack of the aforementioned notification to the Employee.
12.5.3. The authorisation to access and use the Coverflex Application granted to the Employee ceases and the Employee will immediately cease to be able to access and use the Coverflex Application after the 180 days have elapsed, or when the balance has been exhausted, whichever comes first.
12.5.4 The termination of the Coverflex Meal 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;
13. Amendments to the Terms and Conditions
13.1 Coverflex reserves the right to modify, unilaterally and at any time the present Terms and Conditions, as well as the contents and procedures of access and use of the Coverflex Application.
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.
13.3 If the Client chooses, at any time, to subscribe to additional products made available by Coverflex, the respective Terms and Conditions available on the Site will apply.
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 to the Client for the contractual relationships assumed directly with Pecunpay.
14.4 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 Meal Program, nor for facts imputable to Pecunpay.
14.5 Coverflex is not liable for the compliance in its entirety of the contracts celebrated between the Client and Pecunpay, whereas any complaint related to the execution of the contract should be forwarded to Pecunpay, which shall be liable for the contracts that have been entered into.
14.6 The Client and the Clients’ Employee are responsible for the use of the Coverflex Application, namely for the information provided in the purchase.
15. Data Protection
16. Applicable Law and Jurisdiction
16.1 To any matter that is not expressly regulated in the present Terms and Conditions, the Portuguese 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 District Court of Lisbon (Tribunal da Comarca de Lisboa) expressly wavering Judicial resource to others.