Last updated: 21 August 2026
These General Terms and Conditions (“Terms”) are issued by Nexinity Sp. z o.o., a limited liability company organised and existing under the laws of the Republic of Poland, with its registered office at Pl. Władysława Andersa 3, 11th floor, 61-894 Poznań, Poland, entered in the Register of Entrepreneurs of the National Court Register (KRS) under number 0001260576, REGON: 545480044, NIP: 7831960893 (“Nexinity”, “we”, “us”).
These Terms supplement, and are incorporated into, each Agreement for the Purchase and Assignment of Receivables entered into between Nexinity and a merchant client (“Seller”, “you”). Capitalised terms not defined in these Terms have the meaning given to them in the Factoring Agreement.
1. About These Terms
1.1 Relationship to the Factoring Agreement — These Terms, the Factoring Agreement (including its Appendices), and any other document expressly incorporated by reference, together form the entire agreement between the Parties (the “Agreement”). If there is a conflict between these Terms and the Factoring Agreement on a matter the Factoring Agreement expressly addresses (for example, pricing, purchase limits, or the recourse/non-recourse basis of a purchase), the Factoring Agreement prevails. On all other matters, these Terms apply.
1.2 No separate signature required — These Terms take effect automatically, without requiring a separate signature, upon execution of the Factoring Agreement by the Seller. The current version of these Terms is published at nexinity.eu/terms-and-conditions.
1.3 Changes to these Terms — Nexinity may update these Terms from time to time, on at least 30 days’ written notice to the Seller, except for changes required by law or regulation, which may take effect immediately. Continued use of Nexinity’s services after the notice period constitutes acceptance of the updated Terms; if the Seller objects in writing within that period, either Party may terminate the Factoring Agreement in accordance with its Section 15.2.
2. Registration and Access to Nexinity’s Systems
2.1 Registration — Where Nexinity makes a portal, API, or other system available for the submission of Receivables or related data (the “Systems”), the Seller must complete any required registration and provide accurate, complete and up-to-date information, including regarding its business, ownership, and authorised users.
2.2 Credentials and security — The Seller is responsible for keeping any login credentials, API keys, or access tokens confidential, for all activity carried out using them, and for notifying Nexinity promptly of any suspected unauthorised access.
2.3 Permitted use — The Seller may use the Systems only for the purpose of submitting Receivables for purchase and managing its relationship with Nexinity under the Agreement, and must not: (a) attempt to gain unauthorised access to the Systems or any other Nexinity data; (b) interfere with or disrupt the Systems; or (c) use the Systems to submit information the Seller knows or ought to know is false or misleading.
3. Service Availability and Support
3.1 Availability — Nexinity uses commercially reasonable efforts to make its Systems available, except for scheduled maintenance (of which Nexinity gives reasonable advance notice where practicable) and unplanned downtime beyond Nexinity’s reasonable control. Nexinity is not liable for any loss arising from downtime during maintenance.
3.2 Support — Nexinity provides support to the Seller through the contact channels agreed at onboarding, during Nexinity’s normal business hours (9:00–17:00 CET on Polish business days, unless otherwise agreed).
4. Seller’s General Obligations
4.1 In addition to its obligations under the Factoring Agreement, the Seller undertakes to: (a) comply with all laws and regulations applicable to its business and to the underlying transactions giving rise to each Receivable; (b) provide Nexinity with reasonable cooperation, including for Nexinity’s own compliance, know-your-customer and anti-money-laundering obligations; and (c) promptly notify Nexinity of any change to the information provided at onboarding, including changes in ownership, control, or business activity.
5. Fees
5.1 Fees for the purchase of Receivables are set out in Appendix 2 to the Factoring Agreement. Any fees for use of the Systems beyond the factoring service itself (if applicable) will be agreed separately in writing before they apply.
6. Intellectual Property
6.1 Nexinity and its licensors retain all right, title and interest in the Systems, Nexinity’s brand, software, and documentation. Nothing in the Agreement grants the Seller any licence to Nexinity’s intellectual property other than the limited right to access and use the Systems for the purpose described in Section 2.3.
6.2 The Seller retains all rights in the data and documents it submits to Nexinity (“Seller Data”), and grants Nexinity a licence to use, store and process Seller Data solely to perform the Agreement and comply with Nexinity’s legal obligations.
7. Confidentiality and Data Protection
7.1 The confidentiality obligations in Section 14 of the Factoring Agreement apply to these Terms as if set out in full.
7.2 Personal data is processed in accordance with Section 13 of the Factoring Agreement and Nexinity’s Privacy Policy.
8. Force Majeure
8.1 Neither Party is liable for any delay or failure to perform its obligations under the Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, acts of government, failures of telecommunications or energy networks, and cyberattacks not attributable to that Party’s negligence, provided the affected Party notifies the other Party promptly and uses reasonable efforts to mitigate the impact.
9. Communications and Notices
9.1 Language — All communications under the Agreement are in English, unless the Parties agree otherwise in writing.
9.2 Method — Notices under the Agreement must be given in writing, by e-mail to the contact address on file (or, for Nexinity, to legal@nexinity.eu) or by post to the Party’s registered address, and are treated as received on the next Business Day after sending, unless the sender has reason to believe delivery failed.
10. Complaints and Redress
10.1 Making a complaint — If the Seller is not satisfied with any aspect of Nexinity’s service, it may submit a complaint in writing to compliance@nexinity.eu or through the contact channel agreed at onboarding.
10.2 Handling — Nexinity will acknowledge a complaint promptly and use reasonable efforts to investigate and respond within 30 days. If the Seller is not satisfied with Nexinity’s response, it may pursue the matter through the dispute resolution route set out in Section 10.3.
10.3 Unresolved disputes — Any dispute that cannot be resolved through the complaints process is subject to Section 17.7 of the Factoring Agreement (jurisdiction of the competent courts of Poznań, Poland), without prejudice to any mandatory consumer-protection or alternative dispute resolution rights the Seller may have.
11. Limitation of Liability
11.1 The limitation of liability in Section 8.4 of the Factoring Agreement applies to these Terms as if set out in full. Nothing in the Agreement excludes or limits either Party’s liability for fraud, wilful misconduct, or any other liability that cannot be limited or excluded under Polish law.
12. General
12.1 Entire agreement — These Terms, together with the Factoring Agreement and its Appendices, constitute the entire agreement between the Parties regarding their subject matter, and supersede all prior arrangements or understandings relating to it.
12.2 Severability — If any provision of these Terms is or becomes invalid or unenforceable, the remaining provisions remain in full force, and the Parties will replace the invalid provision with a valid one that most closely reflects its original economic intent.
12.3 Assignment — The Seller may not assign, transfer or subcontract these Terms or the Agreement without Nexinity’s prior written consent, except as otherwise permitted under the Factoring Agreement.
12.4 Governing law — These Terms are governed by the laws of the Republic of Poland.
12.5 Jurisdiction — The Parties submit to the exclusive jurisdiction of the competent courts of Poznań, Poland, without prejudice to any mandatory consumer-protection jurisdiction rules that may apply.