Terms & Conditions
Effective from 12 December 2022
These Terms and Conditions (hereinafter referred to as “T&C”) constitute the agreement between UAB Paywho, company code 305540551 of J. Basanavičiaus g. 26, LT-03224, Vilnius, Lithuania, (hereinafter referred to as “the Company”) and its Customer.
The Company is issued with the electronic money institution license by the Bank of Lithuania on 15 April 2021 with the license number 84. The Company is supervised by the Bank of Lithuania having its corporate address at Gedimino pr. 6, LT-01103, Vilnius, Lithuania with the telephone no. of +370 800 50 500. For more information on the Bank of Lithuania, see: https://www.lb.lt/en/. Data on the Company is collected and stored at the Register of Legal Entities of the Republic of Lithuania.
Before engaging the Services as described below, the Customer shall read and agree to these T&C, which form a legally binding contract between the Customer and the Company.
“Customer” shall include non-individual legal entities (such as corporations) that register for the Services through their respective officers, employees or authorized personnel and natural persons that register for the Services.
The information in these T&C is based on the Company’s understanding of the current law and practice. Future changes in legislation, regulatory compliance, and industry practice could affect the information in these T&C.
The Customer shall have a right to receive these Terms and Conditions and any information related to them on a Durable Medium.
The following terms used in these T&C or any document referred to herein shall have the following meaning:
1.1. Account - means the electronic money and payment account opened for the Customer by the Company;
1.2. Business Day - a day in which the Company provides its Services. The business day is any day that is not Saturday, Sunday or other national holiday set forth by the legal acts of the Republic of Lithuania;
1.3. Confidential Information - means any information which is marked as “Confidential” or “Proprietary” or should be reasonably expected to be confidential having regard to the context of disclosure or the nature of the information, including but not limited to business plans, data, strategies, list of customers, technical specifications, transaction data and customer data;
1.4. Customer - a natural or legal person who uses or has requested to use the Services as the payer and/or the payee;
1.5. Consumer - a natural person who operates under these T&C and does not pursue aims which are inconsistent with the business, commercial or professional activities of the legal person.
1.6. Electronic money - means a monetary value that represents the monetary funds received by the Company from the Customer and shall have the following characteristics: a) stored electronically; and b) issued for the purpose of making payment transactions.
1.7. Service fee - a fee charged by the Company for a payment transaction and/or other Services.
1.8. Services - the service of issuance and redemption of electronic money and other services provided by the Company under these T&C ;
1.9. Password (Passwords) - any code created by the Customer on the Company’s system or a code provided to the Customer by the Company to access an Account, initiate and manage other Services provided by the Company and/ or authorize Payment transaction.
1.10. Payment order - an order from the Payer to execute a Payment transaction.
1.11. Payment transaction - Deposit, transfer or withdrawal of the Electronic money by the Payer or the Payee irrespective of any underlying obligations between the Payer and the Payee;
1.12. Payment instrument - any devices or instrument used to access the Account for the performance of a Payment transaction.
1.13. Payer - a natural or legal person that holds an Account and allows the execution of a Payment order from that Account.
1.14. Payee - a natural or legal person specified in a Payment order as the intended recipient of the Electronic money for a Payment transaction.
1.15. Price list - prices for the Service provided which includes Account opening, Payment transactions executed by the Company in accordance with established regulation and closing of Account.
1.16. Strong customer authentication measures - the use of two or more of the following elements to verify the identity of a natural of legal person: Knowledge (e.g. static password, code, personal identification number); Possession (e.g. token, smart card, mobile phone); Inherence (e.g. biometric characteristics, such as fingerprint). This procedure is applied when the Customer is logging into its Account or initiates a Payment transaction.
1.17. T&C - these UAB Paywho Terms and Conditions govern the provision of the Services, rules for Account opening, communication between the Company and the Customer, etc.
1.18. Customer’s Account - means the Customer’s profile in the Company’s system;
1.19. Website - means the Company’s website www.paywho.eu;
1.20. Unique identifier - a combination of letters, numbers or symbols provided by the Company to the Customer to execute a Payment transaction and/or access the account of the Customer.
1.21. Sanctions - any economic or financial sanctions, legislation, orders and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices enforced by:
1.21.1. the United Nations;
1.21.2. the European Union;
1.21.3. the United Kingdom;
1.21.4. the United States;
1.21.5. Lithuania and any member state of the European Economic Area (EEA).
1.22. Durable Medium – means a place where information held for you is stored and you can get access to.
2. Provision and Use of the Services
Registration and Creation of the Customer’s Account
2.1. In order to use the Services, the Customer must first register in the Company’s system and provide the information requested by the Company.
2.2. The Company may, at its sole and absolute discretion, reject the registration of any Customer without providing reasons for such rejection. For avoidance of doubt, the rejection of any Customer is based on significant reasons in which the Company is not obliged to or does not have the right to reveal.
2.3. Before registering in the Company’s system, the Customer shall read and understand these T&C which are available on the Company’s website in both English and Lithuanian language. The Customer shall express its consent by marking the relevant “check-box”. In the event that the Customer disagree to comply with these T&C by pressing “no” or does not mark any “check-box”, no contractual relationship will be formed between the Company and the Customer.
2.4. By registering in the Company system, the Customer agrees to the T&C and undertakes to observe them.
2.5. The Customer also confirms that it has provided the accurate data during the registration process and will submit the accurate data where there is a need to update such data. The Customer shall bear any losses that may occur due to the submission of invalid data.
2.6. The Customer acknowledges and agrees that the Company operates solely as a financial institution and that the Company:
2.6.1. does not operate in the capacity of a seller, buyer, dealer, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or merchant of Customer’s products or services; and
2.7. The Customer acknowledges and agrees that any dispute in regards to the Customer’s product or services is between the payer and payee and/or the supplier and receiver of the products or services. Any transaction related to the Customer’s products or services shall only obligate the Customer and the Company shall not be a party to such disputes. The Customer shall fully indemnify the Company against any damages or liabilities (including full reimbursement of any legal and professional costs) the Company suffers or incurs as a result of, or in connection with, any claim made by a third party in relation to any of the Customer’s products or services.
2.8. The Customers shall provide, including but not limited to, the following information and/or documents to the Company:
2.8.1. business licenses of the legal entity extract from the public registers of the relevant authority which shall indicate at least the basic information of the Customer : registered name, country of registration, registration number, tax registry number (for legal persons);
2.8.2. tax registration certificates (for legal persons);
2.8.3. ID card or passport of the Customer as a natural person or a legal representative of the Customer, which shall indicate at least the basic information of the individual: name, surname, personal identification number, date of birth and etc. (for natural and legal persons);
2.8.4. Power of Attorney to demonstrate that the legal representative of the legal person is enabled to conclude these T&C with the Company (for legal persons);
2.8.5. the duly completed Customer questionnaire (for natural and legal persons);
2.8.6. other information and/or documents the Company deem necessary to verify the identity of the Customer (for natural and legal persons).
2.9. All information the Customer provides to the Company must be complete, accurate and truthful at all times. The Customer must update this information whenever there is change in such information. The Company shall not be responsible for any financial loss arising out of the Customer’s failure to do so.
2.10. Once the documents and/or information provided by the Customer are validated by the Company, the Customer may use the Services.
2.11. The Customer is entitled to open only one Account unless the Company approves the opening of additional Accounts.
Services Provided by the Company
2.12. The Company provides the following Services:
2.12.1. execution of Payment transactions, including the transfers of Electronic money held on the Account opened with the Company;
2.12.2. issuance or acquisition of payment instruments;
2.12.3. distribution and redemption of electronic money. This service is provided by The Company acting as distributor of electronic money on behalf of electronic money institution that issues electronic money - UAB "PAYRNET" (company code: 305264430, address: Zalgirio g. 135, LT-08217 Vilnius, Lithuania). UAB "PAYRNET" is issued with the electronic money institution license by the Bank of Lithuania on 28/08/2020 with the license number 72. UAB "PAYRNET" is supervised by the Bank of Lithuania.
Terms on Issuance and Redemption of Electronic Money
2.13. In order to use the Services, the Customer is allowed to deposit, transfer and maintain in the Account Electronic money intended for transfers, carry out local and international money transfers, pay for products and services and perform other activities directly related to money transfers.
2.14. Funds held in the Account, are Electronic money. When the Customer transfers or deposits funds to its Account, the Company credits the nominal value of the funds to the Account in the form of Electronic money upon the receipt of such funds.
2.15. The Customer is presented with one or more method of depositing or transferring funds to the Account. The Customer may choose a particular method and follow the instructions to complete the transfer or deposition of funds.
2.16. Electronic money held on the Account is not a deposit and the Customer acknowledges that the Company will not pay any interest or provide any benefits for the Electronic money held on the Account.
2.17. At the request of the Customer, the Electronic money held on the Account shall be redeemed at their nominal value at any time, unless otherwise agreed by the Company and the Customer.
2.18. The Customer submits a request to redeem the Electronic money by generating a Payment order to transfer the Electronic money from the Account to any other account specified by the Customer. Alternatively, the Customer may withdraw the Electronic money from its Account by other methods supported by the Company as indicated in the system.
2.19. In the event that the Customer terminates these T&C and requests to close the Customer’s Account or the Company terminates the Services to the Customer and close the Customer’s Account, the Electronic money held on the Account shall, upon the receipt of the Customer’s instruction, be refunded to the Customer’s bank account or other account held on another electronic payment system. Before the refund of the Electronic money, the Company is entitled to make deduction (applicable fees for the Services, expenses not paid by the Customer, any fines imposed by the competent authority or damages incurred by the Company due to breaches of these T&C by the Customer) of such Electronic money. In the event of a dispute between the Company and the Customer, the Company is entitled to detain the disputed money until such dispute is resolved.
2.20. The Customer shall be notified immediately in the event the Company fails to refund the Electronic money to the account specified in the Customer’s instruction. The Customer shall then provide the Company with the details of another account or provide additional information to facilitate the refund.
2.21. In the event that an exchange rate is involved in a refund, the prevailing exchange rate shall apply.
2.22. If the redemption of the electronic money is requested by the Customer at the expiration of these T&C or no more than one (1) year from the expiration of these T&C, the nominal value of the Electronic money shall be redeemed without additional fee.
3. Execution of Payments
3.1. Authentication data used to access the Customer’s Account is set by the Customer:
3.1.1. mobile number – mobile number of the Customer used to register the Customer’s Account;
3.1.2. password – a static numeric string exclusively determined by the Customer. The Company does not have access to the password and shall not request for it from the Customer at any time;
3.1.3. Unique identifier- a unique code that the Customer will receive on its mobile phone before signing in the Customer’s Account. If the Customer enters the incorrect unique code three (3) times in a row, the Customer will have to wait for twenty-four (24) hours before the Customer can request for another unique code.
3.2. For security reasons, the Customer is prompted to login to the Customer’s Account every year calculated from the day the Customer’s Account is created.
Mandatory Information in the Payment Order
3.3. Unique identifier shall be entered by the Payer in order for a Payment order to be properly initiated or executed.
3.4. The Company is not liable for the non-execution of Payment transaction due to the incorrect input of Unique identifier.
3.5. The Company is entitled to request for information (amount and currency, name of the Payee/ name of the legal entity, bank account details of the Payee / legal entity etc.) deemed necessary for the proper execution of the Payment order.
Consent to the Initiation of a Payment order, Execution of a Payment Transaction and the Withdrawal of such Consent
3.6. The Payment transaction is authorized when the Payer expresses its consent for the execution of the Payment order.
3.7. The Payer may express its consent in manners determined by the Company and agreed upon by the Payer. Consent submitted in writing must be signed by the Customer (legal representative for legal person). Consent may also be confirmed by electronic signature, Unique identifier, password and/or other identity verification measures. Consent shall be deemed valid in the aforementioned manners and is permissible to be admitted as evidence in resolving disputes between the Company and the Customers in the court. The Customer shall not contest the Payment transaction executed by the Company if consent has been expressed in manners stipulated in this clause.
3.8. The consent shall be expressed prior to the execution of any Payment transaction.
3.9. A Payment order cannot be revoked once it has been submitted to the Company for execution. If the Customer is a consumer, the procedure of revocation of the Payment order is as follows:
3.9.1. Consent may be withdrawn by the Payer at any time, but no later than at the moment of irrevocability in accordance with the Clauses 3.9.2.-3.9.4. of these Terms. Consent to execute a series of payment transactions may also be withdrawn, in which case any future Payment transaction shall be considered to be unauthorized.
3.9.2. The Customer shall not revoke a Payment order once it has been received by the Company, except for cases provided in these Terms;
3.9.3. Where the Payment transactions is initiated by or through the Payee, the Payer shall not revoke the Payment order after giving consent to execute the Payment transaction to the Payee;
3.9.4. n the case the Payer or the Payee initiating a Payment order and the Payment service provider agree that execution of the Payment order shall start on a specific day or at the end of a certain period or on the day on which the Payer has put funds at the Payment service provider’s disposal, the time of receipt is deemed to be the agreed day. If the agreed day is not a Business day for the Payment service provider, the Payment order received shall be deemed to have been received on the following Business day. Taking this into account, the Customer may revoke the Payment order at the latest by the end of the Business day preceding the agreed day.
Obligation of the Customer and the Company on the Execution of Payment Order
3.10. The Customer shall ensure there is sufficient Electronic money in its Account to execute the Payment order. In the event there is insufficient Electronic money for the performance of the Payment order, the Company is not obligated to execute the Payment order unless otherwise agreed by the parties.
3.11. Payment orders are executed immediately (up to a few minutes, unless the Payment transaction is suspended due to non-compliance of applicable legislation or breach of these T&C) regardless of the business hours of the Company.
3.12. The Company is entitled to keep records of the activities of the Customer’s Account (Payment orders submitted; update of personal data). Such records may be transferred to third parties on a need-to-know basis set forth in applicable legislation or to confirm the submission or execution of any Payment orders.
3.13. The Company may decline the execution of a Payment order if there is reasonable doubt that the Payment order is not submitted by the Customer or the submitted documents are falsified or forged. In such cases, the Company may, at the expense of the Customer, request for additional document or information to confirm the identity of the Customer or the authenticity of the documents submitted. The Company is not liable for losses that may arise if the Payment order is not executed in time due to the Customer’s refusal to provide additional documents or information.
3.14. The Company may engage third parties to facilitate the execution of the Customer’s Payment order. In the event that the third party suspends the Payment order, the Company shall not be liable for such suspension but will attempt to ascertain the reasons for the suspension of such Payment order and inform the Customer promptly.
3.15. For reasons beyond the control of the Company or suspected breach of the applicable legislation, the Company may suspend and / or decline the execution of the Customer’s Payment order.
3.16. If the Company declines the execution of a Payment order submitted by the Customer, the Company shall notify the Customer and specify the reasons for declining the Payment order except when such notification is prohibited by the applicable legislation.
3.17. The Company shall not accept and execute any Payment orders of the Customer if the Electronic money on the Account are frozen, the right of the Customer to manage the Electronic money is restricted or the operation of the Company is suspended by the competent authority.
3.18. If the Electronic money transferred in accordance with a Payment order is returned due to reasons beyond the control of the Company (inaccurate information in the Payment order, the account of the Payee is closed, etc.), the returned amount will be credited to the Account of the Customer. Service fees paid by the Payer for the execution of the Payment order and other applicable fees will not be returned to the Account of the Customer.
The Terms on the Execution of Services
3.19. The terms on the execution of Services are set forth in these T&C, Price list, and other additional agreements executed by the Parties.
3.20. When the Payment order is received by twelve (12) noon and is executed in euro in the Republic of Lithuania or other Member States of European Economic Area, the Electronic money of the Payment transaction shall be credited to the account of the Payee on the same business day. If the Payment order is received after twelve (12) noon, the Company will ensure that the Electronic money will be credited to the account of the Payee by the next business day.
3.21. When the Payment transaction is executed in non-euro currencies in the Republic of Lithuania or other countries not within the European Economic Area, the Electronic money of the Payment transaction shall be credited to the account of the Payee within 4 business days from the day the Payment order is received by the Company.
Spending Limits for the Payment transactions
3.22. The maximum fund limits for the Payment transactions may be agreed in additional agreements signed by the Company and the Customer.
Freezing of Account and / or Suspension of the Services to the Customer
3.23. The Customer shall cooperate with the Company to investigate any suspected illegal, fraudulent or improper activities.
3.24. The Company is entitled to detain the Electronic money in the Account under the following circumstances:
3.24.1. the Company has reasonable suspicion that the Electronic money on the Account are proceeds of crime or intended for the commitment of a crime;
3.24.2. the Company has reasonable suspicion that an unauthorized payment transaction was carried out through the Account;
3.24.3. the Customer delays the discharge of its obligations under these T&C without any valid reason;
3.24.4. the Customer (natural person) is declared bankrupt; a restructuring of the Customer (legal entity) has been initiated; or the Customer (legal entity) has been liquidated.
3.24.5. for the purposes of accounting changes and settlement;
3.24.6. the Company has reasonable suspicion that the Customer is engaged in fraudulent activities and reports this suspicion to the competent authority;
3.24.7. the Customer holds or held significant position in a country which the Sanctions or restrictions are imposed or are individuals subject to Sanctions or who permanently reside in a country which is subject to Sanctions or have their registered office or business operation in such country.
3.25. The Company reserves the right to suspend the Customer’s Account at any time and at its sole discretion (or certain functionalities thereof such as depositing, receiving, sending and/or withdrawing of Electronic money), inter alia, for audit:
3.25.1. where the Company believes it is necessary or desirable to protect the security of the Customer Account; or
3.25.2. where the Company deems that the Payment order made by the Customer is:
(a) in breach of these T&C or in breach of the security requirements of the Customer Account; or
(b) suspicious, unauthorized, or may be engaged in illegal activities including but not limited to money laundering, terrorism financing or fraud.
3.26. The Company will make reasonable efforts to inform the Customer of any such suspension in advance or as soon as practicable unless the Company is prohibited from doing so by the relevant and applicable legislation.
3.27. The Company has a right to suspend the validity of the Contract if sanctions schemes imposed by the Republic of Lithuania, European Union or other jurisdictions on the Russia Federation, the Republic of Belarus, or to other countries makes the execution of the Contract impossible.
Conditions of refunding to the Payer the amounts of Payment Transactions initiated by or through the Payee
3.28. The Customer (Payer) shall have the right to recover from the Company the full amount of the authorized and already executed Payment transaction initiated by or through the Payee and the Payer shall not incur losses because of interest payable to or receivable from the Company, provided that both of the following conditions are met:
a) when authorizing the Payment transaction its precise amount is not specified;
b) the Payment transaction amount exceeds the amount which could have been reasonably expected by the Customer (Payer) considering his previous expenditure, clauses of these Terms and other circumstances, except for the circumstances relating to the exchange of currency, when upon executing the Payment transaction the currency exchange agreed between the Customer (Payer) and the Company was applied. If, upon giving his consent to execute the Payment transaction, the Customer (Payer) indicates the maximum permissible amount of such Payment transactions (one Payment transaction or several such Payment transactions executed over a certain period), it shall be considered that such particular maximum amount of the Payment transactions could have been reasonably expected by the Customer (Payer).
3.29. At the request of the Company, the Customer (Payer) must immediately provide information about the existence of the conditions specified in items 3.27 (a) and 3.27 (b) above.
3.30. The Customer (Payer) shall not be entitled to the refund of amounts of Payment transactions initiated by or through the Payee under clause 3.27 of these Terms, if the Customer (Payer) has given consent directly to the Company and the Company or the Payee has furnished the Customer (Payer) in the agreed manner with the information about the future Payment transaction or created conditions to get familiarized with it at least 4 (four) weeks before the planned execution of the Payment transaction.
3.31. The Customer (Payer) shall have the right to ask the Company to refund the amount of the Payment transaction initiated by or through the Payee within 8 (eight) weeks of the day on which the funds were debited from the Account.
3.32. Upon receipt of the request of the Customer (Payer) to refund the Payment transaction amount, the Company shall refund the full amount within 10 (ten) Business Days of the Company or shall state the reasons for its refusal to refund such amount and the procedure of appealing against the refusal. The Company shall have the right to refund the amount of the Payment transaction to the Payer without investigating the conditions provided for in points 3.27 (a) and 3.27 (b) of these Terms and the fact of existence of the circumstances and to take into consideration only the respective request of the Payer. If the Payment transaction amount is refunded to the Payer, the Commissions paid to the Company and related with the execution of such Payment transaction shall not be refunded.
3.33. Conditions of refunding to the Payer the amounts of Payment Transactions initiated by or through the Payee as stated in Clauses 3.27 -3.31 of these Terms shall be applied in case the Customer is a Consumer.
4. Information on the Payment Transaction
4.1. The Company is obligated to provide the following information to the Customer on the Customer’s Account:
4.2.1. information enabling the Payer to identify each Payment transaction and information in regards to the Payee;
4.2.2. the equivalent of the Electronic money in the currency indicated in the Payment Order;
4.2.3. The Service fee payable for the Payment transaction and the breakdown of the Service fee (if applicable);
4.2.4. the applicable currency exchange rate and the converted currency for Payment transaction that involves a currency exchange;
4.2.5. the date in which the Electronic money is debited from the Account;
4.2.6. the date in which the Electronic money are credited to the Account;
4.2.7. other information which shall be provided to the Customer in accordance to the applicable legislation of the Republic of Lithuania.
5. Prices of the Services and the Payment Procedure
5.1. The Company shall charge the Customer in accordance with these T&C and the Price list made available on the website of the Company.
5.2 The Price list shall be determined by the Company. The Company shall have the right to unilaterally change the Price list and notify the Customer in accordance to the procedure specified in the section 7 of these Terms and Conditions.
5.3 The Company and the Customer may agree to different fees by executing a separate written agreement. For such arrangements, the Customer shall be provided with information on the adjusted Price list before the engagement of the Services. The Customer confirms that it has carefully studied the Price list applicable to the Customer. Fees for currency conversion shall be provided to the Customer before the Customer places a Payment order.
5.4 If the Company reduces the fees for the provision of the Services and update the Price list accordingly, the updated Price list shall apply immediately irrespective of whether the Customer is notified thereof.
5.5 The fees due to the Company shall be deducted at the moment the Payment order is of placed by the Customer. The fees shall be indicated to the Customer prior to placement of the Payment order.
5.6 When a legal person applies for the opening of a Customer’s Account, an Account opening fee is applicable and shall be paid within seven (7) business days from the day the Account opening application is approved by the Company.
5.7. A monthly subscription fee may apply depending on the country of incorporation and the risk posed by the legal person. The Company will send monthly invoices (if applicable) to the email address used for Account opening application by the twenty-eighth (28th) of each month. The Customer shall pay the applicable monthly subscription fee within seven (7) business days calculated from the date of the email.
5.8 The Customer shall be obliged to ensure that there are sufficient Electronic money for payment or deduction of applicable fees, failing which the Payment order shall not be executed.
5.9. The Customer, having failed to pay the Company the applicable fees for the Services provided, shall at the demand of the Company, pay 0.05% for each overdue day.
6. Communication Between the Parties
6.1. The Customer accepts that the Company may provide notice to the Customer:
6.2.1. through the Customer’s Account;
6.2.2. through e-mail;
6.2.3. by sending SMS message to the mobile phone of the Customer;
6.2.4. by mail (post);
6.2.5. through the website of the Company.
6.3. Any notification through the Customer’s Account, SMS message, e-mail or website of the company is deemed to be delivered to the Customer on the same business day.
6.4 If notification is sent by post, it shall be deemed to be received by the Customer on the fifth (5th) business day following the date of mailing.
6.5. E-mail can be sent to the e-mail address provided on the Company’s website or the e-mail address indicated in these T&C.
6.6. The Customer agrees that the Company may, without prior notice to the Customer, keep records of any communication between the Company and the Customer as well as copies of any information and documents that the Company receives from the Customer. The Customer agrees that the Company may at any time use this information for the purposes stated in these T&C or to ensure compliance with these T&C.
6.7. If the Customer would like to contact the Company with regards to these T&C or any concern that may have arisen, the Customer may contact the Company via the Customer’s Account or at firstname.lastname@example.org.
7. Amendments to the T&C
7.1. The Company has the right to change these Terms, applicable prices, and Commission fees and / or the terms of Services by offering the changed Terms to the Customer in paper or other durable medium at least 30 (thirty) calendar days before such changes will entry into force (in case the Customer is a Consumer - at least 60 (sixty) calendar days before such changes will entry into force). The Company is informing the Customer about the changes personally (through the Account of the Customer and additionally by publishing the information on Company’s website and / or post and / or by electronically messages (e-mail, short message service (SMS) etc.) sent to the Customer).
7.2. The Customer has the right to accept the proposed changes or reject it.
7.3. If no objection notice is received by the Company within the time frame stipulated clause 7.1., the Customer is deemed to have accepted the changes and such changes come into force on the date of entry into force. If the Customer agrees with the changes to these Terms, applicable Prices, and Commission fees and / or the terms of Services, then the Customer is not entitled subsequently to submit to the Company Customer’s objection and / or claims regarding the content of such changes.
7.4. The Customer has the right to terminate Terms immediately at any time and without charges after receiving the information about changes and before any changes stipulated in provided information becomes effective. If the Customer does not use his right to terminate these Terms until the day when such changes come into force, the Customer shall be deemed as accepted the changes to these Terms.
7.5. The termination of these T&C in accordance to the Clause 7.4. shall not release the Customer from its obligations to the Company prior to the date of the termination of these T&C.
7.6. If the amendment of these T&C is required by law, relates to the addition of a new service, extra functionality to the existing Service, style and grammar corrections or other changes which do not restrict the rights of the Customer or introduce new obligations of the Customer, the amendment may be made without prior notice to the Customer and shall be effective immediately.
7.7. The Customer shall not be entitled to unilaterally amend these T&C.
7.8. The Company and the Customer shall be entitled to agree on different or additional conditions not provided in these T&C by executing a separate written agreement which shall form an integral part of these T&C.
8. Security and Corrective Measures
8.1. The Customer is responsible for the safekeeping of the Payment instrument used to login the Customer’s Account and shall not leave such devices unattended or at a place accessible to third parties. The Customer shall also be responsible for assuming measures to protect the Authentication data.
8.2. When the Customer encounter the following, the Customer shall immediately notify the Company through the Customer’s Account, use the freeze account function to freeze the Customer’s Account and send the Company an email from the email address used for the Account opening application:
8.2.1. if the Customer discovered that the Authentication data has been compromised;
8.2.2. if the Customer discovered the loss, theft, unfair use or misappropriation of the Payment instrument used to log in the Customer’s Account; or
8.2.3. if the Customer notices any suspicious activities or believes that third parties might have logged in the Customer’s Account.
Notices to be Provided by the Customer in Regards to Payment Transaction that are Unauthorized or Improperly Executed
8.3. The Customer is obligated to check the executed Payment transactions for the month by the seventh (7th) day of the following month and notify the Company in writing of any unauthorized or improperly executed Payment transactions in a timely manner. Such notification shall be done not later than sixty (60) calendar days from the date of the alleged unauthorized or improperly executed Payment transaction.
8.4. If the Customer does not notify the Company within the aforementioned time period, the Customer is deemed to have confirmed the execution of the Payment transaction in the Account.
Liability of the Parties
8.5. Each Party shall be liable for all fines or damages incurred by the aggrieved party due to a breach of these T&C and other agreements unless otherwise provided under the law of the Republic of Lithuania. The Party in breach shall undertake to indemnify the aggrieved Party against the direct losses incurred as a result of such breach.
8.6. The liability of the Company hereunder shall be limited in accordance with the following provisions:
8.6.1 the Company is liable for direct losses incurred as a result of direct or material breach of these T&C or other agreements between the Parties. The Company shall not be liable for consequential or indirect loss which includes but is not limited to loss of profits, opportunities or reputation.
8.6.2 the liability of the Company for the breach of T&C or other agreement between the Parties shall be limited to the fees paid by the Customer to the Company for Services provided in the last three (3) months.
8.7. The limitation of the liability in Clause 8.6.2. shall not be applicable if such limitations are prohibited by the applicable law.
8.8. The Company shall not be liable for:
8.8.1 unauthorized withdrawal or transfer of Electronic money from the Account if the Customer has disclosed or not adopted measures to secure the Authentication data or the Payment instrument used to login the Customer’s Account;
8.8.2 delay or failure to perform obligations under these T&C or other agreements by reason of incidents beyond the reasonable control of the Company including but not limited to any action or inaction of the Customer or any third parties, any force majeure event, delay from the bank or other payment service provider, failure or delay of any electronic transmission or other unforeseeable circumstances;
8.8.3 consequences which arise if the Company terminates the T&C and other agreements between the Parties on its sole discretion. In such cases, the Customer remains liable under these T&C in respect of all fees incurred from the use of the Services.
8.9. damages which have arisen from the Customer’s failure to provide complete and accurate data or Payment orders to the Company.
8.10. Each Party is responsible for complying with and paying all taxes and duties assess by the competent authority within the relevant and applicable jurisdictions.
8.10. Each Party is responsible for complying with and paying all taxes and duties assess by the competent authority within the relevant and applicable jurisdictions.
8.11. If the Customer is the Consumer, the Customer bears the losses up to the amount of 50 (fifty) Euros that have arisen due to unauthorized payment transactions if these losses have been incurred due to:
a) usage of a lost or stolen payment instrument;
b) misappropriation of a payment instrument.
8.12. The Company is obligated to inform the Customer about the suspected or executed fraud by other persons or the threats for the security of Services by sending a message within the personal Account of the Customer and by electronic messages (e-mail, short message service (SMS), etc.) sent to the Customer which is at that time safe and the most suitable to the particular situation
9. Prohibited Activities
9.1. During the engagement of the Services, the Customer shall not:
9.1.1. breach these T&C or other agreements between the Parties concerning the provision of Services or relevant legislation which include but is not limited to regulation on money laundering and terrorism financing;
9.1.2. infringe the trademarks and copyrights of the Company;
9.1.3. provide inaccurate, misleading or false information or attempt to circumvent the procedures or controls of the Company;
9.1.4. deposit and/or transfer Electronic money acquired in an illegal manner (illegal gambling, illegal trafficking of tobacco product, alcohol, prescription medicines, steroids, guns and narcotic substances, pornographic production, unlicensed lottery, illegal software or other illegal activities prohibited by the appliable legislation);
9.1.5. refuse to cooperate with the Company in investigation on the violation of applicable law;
9.1.6. use the Services from a country not acceptable to the Company;
9.1.7. spread computer viruses or assume other measure which could cause the malfunction, damage, alter or destroy of information on the Company’s system;
9.1.8. disclose Authentication data to third parties and/or allow other persons to use the Services in the name of the Customer;
9.2 If the Customer breaches or the Company has reasonable grounds to suspect that the Customer may be in breach of the provisions in Clause 9.1, the Company reserves the right, at its absolute discretion, to:
9.2.1. suspend execution of the Payment order submitted by the Customer;
9.2.2. terminate provision of all or part of the Services;
9.2.3. suspend and/or close the Customer’s Account and terminate these T&C or other agreements between the Parties;
9.2.4. take legal actions against the Customer; and/or
9.2.5. claim damages from the Customer.
9.3. The Company shall notify the Customer promptly in the event the Company exercises its right under Clause 9.2 except in circumstances where the provisions of such notification is prohibited by the applicable legislation.
10.1. All Confidential Information shared between the Parties shall be subjected to strict confidentiality requirements. The Parties hereby agree that all Confidential Information shall:
10.1.1 remain private and confidential between the Parties and shall not be used for any other purpose other than for the provision of the Service and for the exercise and performance of the rights and obligations towards these T&C and other executed agreements;
10.1.2. not be disclosed in whole or in part to any third party except where expressly permitted under this Clause;
10.1.3. only be disclosed to third party for the purpose of facilitating the transactions provided always that the disclosing Party has informed such third party of the confidential nature of the Confidential Information before such disclosure and subjects such third party to a confidentiality agreement; and
10.1.4. only be disclosed to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority provided that it limits any disclosure so required to what is absolutely necessary.
10.2. The provisions of this clause shall not be applicable to Confidential Information that:
10.2.1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party or its representatives in breach of this clause); or
10.2.2. was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party; or
10.2.3. the parties agree in writing that the information is not confidential or may be disclosed.
10.3. The Parties’ right to use Confidential Information of the other Party ceases on termination or expiry of this T&C or other agreements between the Parties and each Party must immediately destroy the Confidential Information in its possession or control unless the retention of such Confidential Information is in accordance with applicable law.
11. Personal Data Protection
11.2. The Company shall process the personal data of the Customer in accordance to the General Data Protection Regulation (GDPR) as well as other applicable laws of personal data protection.
12. Termination of these T&C
12.1. Each Party shall be entitled to unilaterally terminate these T&C or any of the agreements between the Parties without specifying the reason by providing the other Party with prior written notice of not less than fourteen (14) calendar days.
12.2. For the avoidance of doubt, the Company may terminate these T&C or any of the agreements between the Parties immediately if the Customer is in breach of provisions provided in Clause 9.1.
12.3. These T&C may be terminated and the Account may be closed by the Company if no Payment transactions has been performed in the Account for a period longer than 1 year and there is no Electronic money in the Account. In such instances, the Company shall give the Customer a fourteen (14) calendar days’ prior written notice on the termination of these T&C and the closure of the Customer’s Account.
12.4. Before the termination of these T&C, the Company shall be entitled to deduct, from the Account, the applicable fees payable by the Customer to the Company for the provision of the Services, any fine and penalties payable to the competent authority or third parties or damages incurred by the Company as a result of the misconduct or omission of the Customer. In the event that the amount of Electronic money in the Account of the Customer is insufficient to cover such payable amount, the Customer undertakes to transfer the aforementioned amount to the account indicated by the Company not later than three (3) business days from the termination of these T&C.
12.5. Termination of these T&C or other agreements between the Parties shall not release the Customer from the proper performance of all obligations to the Company before the date of such termination.
13. Governing Law and Disputes Resolution
13.1. The Customer at any time may terminate these Terms by notifying the Company at least 14 (fourteen) calendar days prior to the date of termination.
13.2. The Company with significant reasons, as they are defined in Clause 13.2.1., may terminate these Terms by notifying the Customer 14 (forty) calendar days prior to the date of termination (If the Customer is a Consumer - 60 (sixty) calendar days prior to the date of termination).
13.2.1. The Company defines significant reasons for unilaterally terminating the Terms as:
a) The Customer violated the Terms and Conditions and The Customer does not eliminate such violations within a reasonable period of time;
b) The Customer have provided the Company with false or misleading information or documents and/or have not updated such documents and information within a reasonable period of time;
c) The Customer use the Services to make or receive Payment Orders for activities prohibited under these Terms and Conditions;
d) The Customer goes bankrupt;
e) The Customer has suspended payment for services and have not repaid the debt within a reasonable period of time;
f) The Customer has committed a material violation of data protection laws;
g) Any statement of the Terms and Conditions or the information provided is or becomes materially inaccurate or materially altered;
h) Validity of the Terms and Conditions contradicts the requirements of the legal acts or causes the Company other adverse consequences that the Company could not have foreseen at the time of drawing up the Terms and Conditions and that the Company could not manage or avoid if the Terms and Conditions remain in force;
i) The Customer have violated applicable laws or rules;
j) The Customer use the Services for malicious, illegal or immoral purposes;
k) This is necessary for the Company’s protection, including (but not limited to) the following circumstances: (i) protection against fraud or money laundering; (ii) protection against the Customer failure to fulfil obligations; (iii) protection against market failure; (iv) protection against adverse or volatile market conditions; and (v) the company protection against loss;
l) If the Customer’s activities using our services could damage the Company’s business reputation;
m) In other lawful and reasonable cases.
13.3. These T&C may be terminated and the Account may be closed by the Company if no Payment transactions has been performed in the Account for a period longer than 1 year and there is no Electronic money in the Account. In such instances, the Company shall give the Customer a fourteen (14) calendar days’ prior written notice on the termination of these T&C and the closure of the Customer’s Account.
13.4. Before the termination of these T&C, the Company shall be entitled to deduct, from the Account, the applicable fees payable by the Customer to the Company for the provision of the Services, any fine and penalties payable to the competent authority or third parties or damages incurred by the Company as a result of the misconduct or omission of the Customer. In the event that the amount of Electronic money in the Account of the Customer is insufficient to cover such payable amount, the Customer undertakes to transfer the aforementioned amount to the account indicated by the Company not later than three (3) business days from the termination of these T&C.
13.5. The Company may terminate these Terms within reasonable time if:
a) The Company is requested to do so by any governmental or regulatory authority if that request is legally binding;
b) The Company terminate provision of payment services or provision of certain payment services directly related to the contract, or the Company cannot provide such services due to other reasonable circumstances is otherwise using the Services for malicious, illegal, or immoral purposes.
13.7. In cases where it turns out that the Customer committed a criminal and/or unlawful activities while using the Services, The Company has a right to terminate the Terms and Conditions immediately.
13.8. These Terms may be terminated by a mutual agreement between Parties in accordance with conditions specified in a mentioned mutual agreement.
13.9. Termination of these T&C or other agreements between the Parties shall not release the Customer from the proper performance of all obligations to the Company before the date of such termination.
13.10 Upon termination of these Terms, , the Customer who is a Consumer will receive – on a paper version or on other durable medium – the breakdown of all Payment transactions completed throughout the entire term of these Terms, up to 36 (thirty-six) months before the date of termination.
14. Governing Law and Disputes Resolution
14.1. These T&C and other agreement between the Parties are drawn up in accordance with the law of the Republic of Lithuania and shall be governed by the same.
14.2. The Parties desire that these T&C or other executed agreements operate between them fairly and reasonably. If any dispute (in connection with these T&C or other agreements between the parties, including any question regarding its existence, application, validity, etc.) or failure to reach an agreement arises between the Parties, the Parties shall promptly confer and exert their best efforts in good faith to reach a reasonable and equitable solution.
14.3. The Customer shall be entitled to lodge complaints in regard to the Services to the Company (by e-mail and post). The procedure on how to lodge a complaint is made available on the website of the Company.
14.4. Upon the receipt of a complaint from the Customer, the Company shall reply to such complaint within fifteen (15) calendar days. The Company shall attempt to resolve any complaint as soon as practicable and, in any event, shall not exceed thirty (30) calendar days from the date of receipt of such complaint.
14.5. In the event the Customer is dissatisfied with the resolution of the complaint, it is agreed that such dispute may be referred to and finally resolved in the courts of the Republic of Lithuania. Notwithstanding the country of registration, country of residence or the country of the Customer’s business operation, the Parties agree that all legal disputes shall be first adjudicated by the District Court of Vilnius Region or Vilnius Regional Court.
14.6. If the Customer lodging the complaint is a Consumer, such Customer is entitled to alternative dispute resolution measures such as lodging a complaint to the Bank of Lithuania. The complaint can be submitted to the Bank of Lithuania : a) via the electronic dispute settlement facility E-Government Gateway; b) by completing an application form (the form is accessible here: https://www.lb.lt/en/dbc-settle-a-dispute-with-a-financial-service-provider) and sending the duly completed form to the Financial Market Supervision Service of the Bank of Lithuania by post: Žirmūnų g. 151, LT-09128, Vilnius, Lithuania or by e-mail: email@example.com. Such complaint to the Bank of Lithuania must be submitted in accordance to the Law on the Bank of Lithuania of the Republic of Lithuania, the Law on the Protection of the Rights of Consumers of the Republic of Lithuania or the Out of court settlement of disputes between the Consumers and financial market participants in which the procedures are indicated in the Bank of Lithuania guidelines approved by the Bank of Lithuania on 26 January 2012, as amended from time to time. The Consumer agrees that any complaint must be brought to the attention of the Bank of Lithuania within one (1_ year from the date such complaint is notified by the Consumer to the Company.
14.7. If The Customer is a consumer (natural person using Our services and acting for purposes which are outside Your trade, business, or profession), please also be informed about the existence of the ODR platform (European Online Dispute Resolution platform) and the possibility of using the ODR platform for resolving disputes. The platform is available at https://ec.europa.eu/consumers/odr/ price
14.8. If the Customer believes that the Company has breached the provisions of the law, the Customer is entitled to lodge a complaint to Bank of Lithuania by post: Totorių g. 4, LT-01121 Vilnius or by e-mail: firstname.lastname@example.org.
15. Final Provisions
15.1. These T&C shall enter into force and be deemed valid when the Customer’s Account opening application is approved by the Company. These T&C are valid for indefinite term, unless otherwise agreed by the Parties.
15.2. The Customer may not transfer or assign any rights or obligations it may have under these T&C without the Company’s prior written consent. The Company reserves the right to assign its rights and obligations arising out of these T&C to third parties at any time without the consent of the Customer provided that such assignment of rights and obligations are not in conflict with the applicable law.
15.3. In the event that any part of these T&C is held invalid, illegal or unenforceable under any applicable law, the validity, legality and enforceability of the remaining provisions will nonetheless continue in full force and effect.
15.4. These T&C including all other documents referred to herein, constitute the entire agreement between the Parties in relation to the subject matter hereof and supersedes all prior understandings, arrangement or agreements, whether verbal or written, between the Parties.
15.5. Neither party shall be liable for any economic loss, delay or failure in performance of any part of these Terms to the extent that such loss, delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, governmental requirements, civil and military authority, Act of God, civil unrest, unavailability of public internet, hacking or distributed DoS attacks, inability to secure materials or labour, termination of vital agreements by third parties, action of the other party or any other cause beyond such party’s reasonable control.
15.6. The Company reserve the right to restrict the Customer’s right to manage and use available funds and other assets (including interest) and to dispose them under the U.S. (OFAC) Sanctions Scheme.
15.7. By concluding this Contract, The Customer acknowledge that the Customer is aware of sanctions schemes imposed by the Republic of Lithuania, European Union or other jurisdictions to the Russia Federation, the Republic of Belarus or to other countries. You agree to follow and not to violate mentioned sanctions schemes while using the Services.
15.8. If the Customer is a Consumer, at the beginning of each calendar year the Company will provide the Consumer with a Statement of Commission fees related to the Account. Statement of Commission fees will be provided in Customer’s Account free of charge. In case of termination of these Terms, Statement of Commission fees shall be provided for a period from beginning of calendar year until the termination day of these Terms.