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📜 Terms of Service (placeholder draft)

Sorbet Terms of Service

These Terms set out the rules for using Sorbet to connect and orchestrate your company’s bank and payment accounts.

Important: This page is a working draft and does not constitute legal advice. Before relying on these Terms, you should have them reviewed and adapted by qualified legal counsel.

Last updated: 20 November 2025

1. Introduction

These Terms of Service (“Terms”) apply when you use Sorbet’s products, websites and services (collectively, the “Service” or “Sorbet”) as a founder, director, employee, accountant, or other authorised user of a company account.

The Service is provided by Sorbet Payments OÜ, a company incorporated in Estonia, with its registered office at Kotkapoja tn 2a-10, 10615, Tallinn, Estonia (“Sorbet”, “we”, “us” or “our”).

By registering for or using Sorbet, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, you must not use the Service.

2. Definitions

In these Terms:

  • Account means your company’s Sorbet account.
  • Customer means the legal entity that has entered into an agreement with Sorbet.
  • User means any individual authorised by the Customer to access the Account.
  • Banking Partner means any bank, payment institution or electronic money institution whose accounts you connect to Sorbet.
  • AIS means account information services that allow us to access account and transaction data from your Banking Partners with your consent.
  • PIS means payment initiation services that allow us to initiate payments from your accounts held with Banking Partners with your consent.
  • Website means sorbet.ee and any of its sub‑domains.

3. Scope of the Service

Sorbet provides a multi‑bank “cockpit” that lets you view balances and transactions from connected accounts, orchestrate payments via AIS/PIS, manage invoices, and generate exports for accounting and tax purposes.

Sorbet is not a bank and does not itself hold client funds, provide deposit accounts, or issue payment instruments. Your money remains with your Banking Partners at all times.

We may add, modify or remove features from time to time, for example to improve usability, security, or to comply with regulatory changes. Where changes are material, we will provide notice as described in these Terms.

4. Eligibility and onboarding

The Service is intended primarily for Estonian companies, including Estonian e‑resident companies (OÜ), and other EU/EEA businesses as we expand.

By opening an Account, the Customer confirms that:

  • it is a legal entity duly incorporated and in good standing in its country of registration;
  • the person accepting these Terms is authorised to bind the Customer; and
  • it will use the Service only for business purposes, not as a consumer.

We may ask for information and documents about the Customer and its Users (for example, identification data, company documents, and information about business activities) and may refuse or restrict access if the information is incomplete, inaccurate or gives rise to legal or compliance concerns.

5. Access to your bank and payment accounts

To use the Service, you may connect one or more accounts held with Banking Partners. When you do this, you authorise Sorbet to access data via AIS and, where applicable, to initiate payments via PIS on your behalf, using regulated Open Banking interfaces or other permitted methods.

You understand and agree that:

  • you will authenticate directly with your Banking Partner using their security methods;
  • we do not see or store your online banking password or card PIN;
  • your consent to access may need to be renewed periodically, depending on the Banking Partner’s rules; and
  • you can revoke access at any time from Sorbet or from the Banking Partner’s environment.

Sorbet is not responsible for interruptions or errors caused by unavailability, delays, changes or errors in the systems of Banking Partners or other third‑party providers.

6. Fees and billing

We may charge subscription fees or usage‑based fees for the Service, as described on our Pricing page, in written offers, or in a separate agreement with you.

Unless agreed otherwise:

  • fees are charged per company Account, not per connected bank account;
  • fees are exclusive of VAT or other applicable taxes; and
  • we may change fees in the future, with reasonable prior notice.

Your Banking Partners may charge their own fees for maintaining accounts and executing payments. Sorbet does not control these fees and does not add hidden foreign exchange mark‑ups on top of the fees charged by your Banking Partners.

7. Your responsibilities and acceptable use

You are responsible for all activity carried out through your Account by your Users. You must ensure that your Users:

  • keep their login credentials secure and do not share them;
  • use the Service only for lawful business purposes; and
  • comply with these Terms and any applicable policies we publish.

You must not, and must not allow anyone else to:

  • use the Service in a way that breaches applicable law, including sanctions or anti‑money laundering rules;
  • misrepresent your identity or the nature of your business;
  • attempt to gain unauthorised access to systems or data; or
  • reverse engineer, decompile or modify the Service except where allowed by mandatory law.

8. Data protection and privacy

We process personal data in accordance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR), and our Privacy Policy.

The Privacy Policy explains what personal data we collect, how we use it, on what legal bases, and your rights as a data subject.

By using the Service, you confirm that you have informed your directors, employees, contractors and any other individuals whose data you provide to us that their data may be processed as described in the Privacy Policy.

9. Security

We operate Sorbet under an ISO 27001‑certified information security management system and apply technical and organisational measures designed to protect your data and the Service.

You must:

  • keep your devices and browsers secure and up‑to‑date;
  • use strong, unique passwords and multi‑factor authentication where available; and
  • notify us promptly if you suspect unauthorised access or other security issues.

More information is available on our Security page. Nothing in these Terms guarantees that the Service is free from all vulnerabilities, but we commit to taking reasonable care and following industry best practices to keep it secure.

10. Third‑party services and disclaimers

Sorbet depends on third‑party providers, including Banking Partners, Open Banking providers, cloud infrastructure providers, and other technology vendors. Their terms and conditions may also apply to you.

Sorbet is not responsible for:

  • the accuracy, completeness or timeliness of data provided by third parties;
  • any decision you make based on information displayed in the Service; or
  • losses caused by outages, errors or delays in networks or systems outside our control.

11. Intellectual property

The Service, including all software, designs, text, graphics, logos and other content, is owned by or licensed to Sorbet and is protected by intellectual property laws.

We grant you a limited, non‑exclusive, non‑transferable licence to use the Service for your internal business purposes for so long as you comply with these Terms. You do not obtain any ownership rights in the Service or its underlying technology.

12. Changes to the Service and to these Terms

We may update the Service and these Terms from time to time, for example when we introduce new features, fix issues, or respond to regulatory changes.

Where changes are material and not clearly to your advantage, we will give you reasonable notice via the Website, email, in‑app notifications, or other suitable channels. If you do not agree with the updated Terms, you may stop using the Service and close your Account.

Continued use of the Service after the effective date of updated Terms will be deemed acceptance of those Terms.

13. Suspension and termination

You may stop using the Service at any time. If you wish to close your Account, please follow the instructions in the Service or contact us at support@sorbet.ee.

We may suspend or terminate access to the Service, in whole or in part, if:

  • you materially breach these Terms or other applicable agreements;
  • we reasonably suspect unauthorised or fraudulent use;
  • we are required to do so by law, a court, or a competent authority; or
  • we decide to discontinue the Service or part of it, acting reasonably.

If we discontinue the Service entirely, we will provide reasonable prior notice where possible and give you an opportunity to export your data.

14. Limitation of liability

To the maximum extent permitted by law, Sorbet and its directors, employees and agents will not be liable for any indirect, incidental, special or consequential loss, loss of profit, business, or data arising out of or in connection with the Service or these Terms.

Our total aggregate liability to you for all claims arising out of or related to the Service or these Terms in any twelve‑month period will be limited to the amount of fees paid by you to Sorbet for the Service in that period, unless a different limit is required by mandatory law.

Nothing in these Terms excludes or limits liability where such exclusion or limitation would be unlawful, including for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

15. Governing law and dispute resolution

These Terms and any non‑contractual obligations arising out of or in connection with them are governed by the laws of the Republic of Estonia.

The parties will first attempt to resolve any dispute through good‑faith negotiations. If a dispute cannot be resolved amicably, it will be submitted to the competent courts of Estonia, unless mandatory law provides otherwise.

16. Communications

We may contact you via the email address, phone number or postal address associated with your Account, or via in‑app notifications. It is your responsibility to keep your contact details up to date.

Notices will be deemed received when sent, unless we receive an error message or similar indication of failed delivery, in which case we may use an alternative method.

17. Miscellaneous

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be replaced with a valid provision that most closely reflects the original intent.

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to another entity in connection with a merger, acquisition or similar transaction, provided that this does not reduce your rights under these Terms.

These Terms, together with any additional agreements explicitly referred to in them (such as the Pricing page and Privacy Policy), constitute the entire agreement between you and Sorbet in relation to the Service.