UAB Guru Pay Terms and Conditions
Effective from January 2022
These Terms and Conditions (hereinafter referred to as “T&C”) constitute the business conditions of UAB Guru Pay, company code 304891889, with a registered office at J. Basanavičiaus str. 24, LT-03224 Vilnius, Lithuania, (hereinafter referred to as “the Company”), registered in the Register of Legal Entities of the Republic of Lithuania, drawn up in accordance with Lithuanian law.
The Company is issued with the electronic money institution license by the Bank of Lithuania, license number is 59, dated 25th November 2019. The Company is supervised by the Bank of Lithuania located at Gedimino pr. 6, LT-01103, Vilnius, Lithuania, telephone no. +370 800 50 500. More information about the Bank of Lithuania is detailed by this link https://www.lb.lt/en/. Data about the Company is collected and stored at the Register of Legal Entities of the Republic of Lithuania.
Before the start of using the services of the Company as described below, the Customer shall agree to these T&C, which form a legally binding contract between the Customer and the Company. For non-individual legal entities (such as corporations), the “Customer”, also referred to as “Merchant”, is the legal entity that registers for the service through its officers, employees or other authorized persons.
The natural person, the “Customer” is the natural person that registers for the services personally.
The information in these T&C is based on the Company’s understanding of the current law and practice at the time of going to press. Future changes in legislation, regulatory compliance, tax levels and practice could affect the information in these T&C.
The following terms when 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 which has been opened or is about to open for the Customer with the Company;
1.2. Business Day – a day, when the Company provides its services, set by the Company. The business day is the day, which is not Saturday, Sunday or other national holiday day, 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, without prejudice to business plans, data, strategies, methods, customer and Customer lists, technical specifications, transaction data and customer data shall be deemed confidential;
1.4. Customer – a natural or legal person who uses or has requested to use the services provided by the Company 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 not consistent with business, commercial or professional activity of this person.
1.6. Electronic money – means a monetary value as represented by a claim on the Company which is issued on receipt of monetary funds by the Company from the Customer and has the following characteristics: 1) stored electronically, including magnetically; 2) is issued for the purpose of making payment transactions; 3) is received by the Third parties other than the Company;
1.7. Commission fee – a fee charged by the Company for a payment operation and/or related services;
1.8. Services – means the services provided by the Company under these T&C ;
1.9. Password (Passwords) – any code of the Customer created in the Company’s system or a code provided to the Customer by the Company for access to the Account a or initiation and management of separate services provided by the Company and/ or initiation, authorization, implementation, confirmation and reception of Payment transactions.
1.10. Payment order – an order from the Payer or the Payee (payment transfer) for the provider of payment services to execute a payment transaction;
1.11. Payment transaction – an act, initiated by the Payer or on his behalf or by the Payee, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the Payer and the Payee;
1.12. Payment Instrument – means a personalized device(s) and/or set of procedures agreed between the payment service user and the payment service provider and used in order to initiate a Payment order;
1.13. Payer – means a natural or legal person who holds a payment account and allows a Payment order from that payment account, or, where there is no payment account, a natural or legal person who gives a Payment order;
1.14. Payee – means a natural or legal person who is the intended recipient of funds which have been the subject of a Payment transaction;
1.15. Strong customer authentication measures – an authentication based on the use of two or more elements categorized as knowledge (something only the Customer knows), possession (something only the Customer possesses) and inherence (something the Customer is) that are independent, in that the breach of one does not compromise the reliability of the others, and is designed in such a way as to protect the confidentiality of the authentication data;
1.16. T&C – these UAB Guru Pay Terms and Conditions and its annexes, regulating the execution of the payment services, rules for opening the Account, communication between the Company and the Customer, etc.
1.17. Customer’s Account – means the Customer’s profile in Company’s system;
1.18. Website – means the Company’s website www.gurupay.eu;
1.19. Unique identifier – a combination of letters, numbers or symbols specified to the payment service user by the payment service provider and to be provided by the payment service user to identify unambiguously another payment service user and/or the payment account of that other payment service user for a payment transaction. The Unique Identifier may be the individual number by IBAN number;
1.20. Sanctions – any economic or financial sanctions, legislation, orders and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted, imposed, administered or enforced at any time by:
1.20.1. the United Nations;
1.20.2. the European Union;
1.20.3. the United Kingdom;
1.20.4. the United States;
1.20.5. Lithuania and any member state of the European Economic Area (EEA);
1.20.6. the respective government institutions of any of the foregoing, including, without limitation, HM Treasury, the Office of Foreign Assets Control of the US Department of the Treasury (OFAC), the US Department of Commerce, the US Department of State and any other agency of the US government.
1.21. In the event of any conflict between the terms of these T&C and any agreement or document entered into or delivered in accordance herewith, the conflict shall be resolved in accordance with the following order of precedence:
1.21.1. special terms and conditions governing the provision of individual services to the particular Customer;
1.21.2. these T&C;
1.21.3. any other document referred to in these T&C or any other document attached to these T&C.
1.22. In addition to these T&C, the relationships between the Company and the Customer are regulated by the laws and other legal acts of the Republic of Lithuania, Prices list, other additional annexes and by the principles of intelligence, justice and honesty.
- PROVISION AND USE OF THE SERVICES PROVIDED BY THE COMPANY
Registration and creation of the Account
2.1. In order to start to use the Services provided by the Company, the Customer must first submit the application of opening the Customer’s account and provide the information requested by the Company.
2.2. The Company has the right to refuse to register the new Customer without indicating the reasons, however, the Company assures that the refusal to register will always be based on significant reasons which the Company does not have to or does not have the right to reveal.
2.3. The Customer has a possibility to get acquainted with these T&C before registering in the Company’s system which are available on the Company’s website both in English and Lithuanian language. After the Customer reads the current version of these T&C, the Customer shall mark the relevant “check-box” by pressing “yes”. In case if Customer chooses to press “no” or does not mark any “check-box”, it means that contractual relationship is not started between the Company and the Customer. The Customer confirms that it provided the correct data when registering in the system of the Company and, if there is a need in changing or adding data, the Customer will submit correct data only. The Customer is liable for any losses that may occur due to submission of invalid data.
2.4. The Customer acknowledges and agrees that the Company operates solely as a financial institution and that the Company:
2.4.1. under no circumstances functions as a seller, buyer, dealer, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or merchant of Customer product/service; and
2.4.2. makes no representations or warranties and does not ensure the quality, safety or legality of any Customer product/service.
2.5. The Customer acknowledges and agrees that any dispute regarding any Customer’s product/service is between the sender and receiver of the funds and/or the supplier and receiver of the goods or services. Any transaction connected with the Customer’s products/services shall only obligate the Customer. The Company shall not be a party to any resulting dispute including but not limited to disputes over performance and liability issues relating to the delivery, quality, quantity or use of the Customer products/services. Customer shall fully indemnify the Company against any loss or liability (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 or threatened by a third party relating to any Customer’s products/services.
2.6. The Customers shall provide including, but not limited to the following information and documents to the Company:
2.6.1. business licenses or the extract from the public registers of the relevant authority about the Customer as legal entity, which shall indicate at least the basic information about Customer – registered name, registered location, registration number, tax registry number (for legal persons);
2.6.2. tax registration certificates (for legal persons);
2.6.3. ID card or passport of the Customer as natural person or legal representatives of the Customer, which shall indicate at least the basic information about the legal representative – name, surname, personal code, date of birth and etc. (for natural and legal persons);
2.6.4. Power of Attorney which shows that the legal representative of the legal persons is enabled to conclude these T&C with the Company (for legal persons);
2.6.5. the filled Customer information questionnaire (for natural and legal persons);
2.6.6. other information or documents, which the Company may request based on the individual circumstances and would allow the Company to verify the Customer’s identity (for natural and legal persons).
2.7. The Customer is liable for providing the information and documents requested by the Company. The Customer is liable that all information provided during the signup process or any time thereafter must be accurate and truthful.
2.8. The Company has the right not to check the suitability of the Customer for the using the Services in cases where the Customer does not provide the requested information and documents. The Company is under no obligation to provide the Services to an applicant Customer and may decline an application for Services in its sole discretion.
2.9. Once the documents and information provided by the Customer is checked by the Company, the Customer is entitled to start to use the Services provided by the Company and the Customer’s account.
2.10. The Customer is entitled to open one account, unless the Company explicitly approves the opening of additional accounts.
Services provided by the Company
2.11. Services provided by the Company are as follows:
2.11.1. execution of payment transactions, including transfers of funds on a payment account with the user’s payment service provider or with another payment service provider;
2.11.2. issuing of payment instruments;
2.11.3. electronic money issuance and redemption.
Electronic money issuance and redemption terms
2.12. The Customer`s Account allows to deposit, transfer, keep funds in the Account for transfers, local and international money transfers executions, contribution payments, also receive money to the Account, settle for goods and services, and perform other operations directly related to money transfers. All the services provided by the Company may only be used by the Customer if the Customer has performed identification procedures in accordance with the rules established in the System of the Company.
2.13. Money held on Customer`s Account is considered Electronic money which shall be issued by the Company after the Customer`s transfer or deposit money to the Company `s Account. After a deposit performed by the Customer or money transfer to Customer`s Account and after the Company receives the money, the Company credits it to Customer`s account, at the same time issuing Electronic money at the nominal value. The Electronic money is credited to and held on Customer`s Account.
2.14. The specific method of depositing or transferring funds to the Account is selected by the Customer in the Account by choosing particular function, which contains instructions for depositing money for each mean of payment.
2.15. Company issues electronic money at par value on the receipt of funds from natural or legal persons.
2.16. Electronic money held on Customer`s Account is not a deposit, and the Company does not, in any circumstances, pay any interest for Electronic money held on Customer`s Account and does not provide any other benefits associated with the time period the electronic money is stored.
2.17. At Customer`s request, Electronic money held on Customer`s Account shall be redeemed at their nominal value at any time, unless otherwise agreed by the Company and the Customer.
2.18. When Electronic money is requested to be redeemed before the expiry of these T&C, the Customer may request the return of part or all of the monetary value of the electronic money.
2.19. The Customer submits a request for redemption of Electronic money by generating a Payment order to transfer Electronic money from the Company `s Account to any other account specified by the Customer.
2.20. No specific conditions for redemption of Electronic money that would differ from the standard conditions for transfers and other Payment operations performed to the Customer`s Account shall be applied. The amount of redeemed or transferred electronic money is chosen by the Customer.
2.21. No additional fee for Electronic money redemption is applied. In the event of redemption of Electronic money, the Customer pays the usual Commission fee for a money transfer or withdrawal which depends on the method of Electronic money transfer or withdrawal chosen by the Customer. Standard Commission fees for money transfer or withdrawal are applied.
2.22. Provided that the Customer terminates these T&C and applies with the request to close the Company`s Account and delete Customer`s Account from the Company System, or the Company terminates the provision of the Company`s Services to Customer and deletes Customer`s Account from the Company in cases provided in these T&C, money held on the Account shall be transferred to Customer`s bank account or to the account in another electronic payment system indicated by the Customer. The Company has the right to deduct from the repaid money the amounts that belongs to the Company (prices for Services provided by the Company and expenses which have not been paid by the Customer, including but not limited to, fines and damages incurred by the Company due to a breach of these T&C committed by the Customer, which have been imposed by financial institutions and (or) other competent authority of state). In the event of a dispute between the Company and the Customer, the Company has the right to detain money under dispute until the dispute is resolved.
2.23. In case the Company fails to repay the money to the Customer due to reasons beyond the control of the Company, the Customer shall be notified thereof immediately. The Customer shall immediately indicate another account or provide additional information necessary to repay the money.
2.24. Where redemption of electronic money is requested by the Customer at the expiration of the term of these T&C or no more than one year from the expiration of these T&C, the total monetary value of the electronic money held by the electronic money holder will be redeemed without additional fee.
- EXECUTION OF PAYMENTS
3.1. Authentication data for accessing the Customer account are set by the Customer. Authentication data shall refer to:
3.1.1. login name – email address of the Customer set on the application form;
3.1.2. password – a static alphanumeric string exclusively determined by the Customer. the Company shall not have access to the password, nor shall request it from the Customer at any time;
3.1.3. special code that the Customer will receive to its mobile phone before signing in to his account and after initiating a Payment transaction. The Payment transaction shall not be executed without the entering special code.
3.2. The maximum time without activity by the Customer after being authenticated for accessing its Account online shall not exceed 5 minutes. After 5 minutes, the session is over and the Customer has to login again. If the authentication data are incorrectly entered three times, the Company shall be entitled to block these authentication data. The Customer shall be alerted before the block is made permanent. In case of blocking Account in accordance with incorrectly entered authentication data, the Customer shall apply to the Company and make the verification again. Only after the successful verification, the Customer shall be entitled to receive new authentication data on request.
Information which shall be indicated in the Payment order
3.3. Unique identifier shall be provided by the Payer or the Payee in order for a Payment order to be properly initiated or executed.
3.4. The Company is not liable if the Unique identifier is not provided in the Payment order and / or it is incorrect, and/or the provider of payment services of the Payee has set a different Unique identifier for appropriate execution of such Payment operation (crediting funds to the payment account of the Payee).
3.5. The Company has the right to request additional and / or other mandatory information (for example, amount and currency, Payee’s name, surname / name of the legal entity / code of the payment) which must be submitted to the Company in order to provide properly the execution of the Payment order.
3.6. Under these T&C, the Company generally processes payment transactions for the Customer in non-cash form and exclusively in electronic form.
The form of and procedure for giving consent to initiate a Payment order or execute a Payment transaction and withdrawal of such consent
3.7. The Payment operation is considered to be authorized only when the Payer expresses its consent for the execution of Payment operation.
3.8. The consent may be provided to the Company in the form and manner agreed by the Parties. In case if the consent is provided in written, it shall be signed properly by both parties. The consent may be authorized by using the measures of identity verification – for example the security code given to the Customer by the Company and login credentials during the time of the creation of the Account. The consent may be expressed by other form and manner needed for the concrete Services and / or indicated in the additional agreement between the Parties.
3.9. The consent shall be expressed prior to the execution of Payment operation.
3.10. The procedure of revocation of the Payment order:
3.10.1. Consent may be withdrawn by the Payer at any time, but no later than at the moment of irrevocability in accordance with the Clauses 3.10.2-3.10.5 of these T&C. 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.
3.10.2. The Customer shall not revoke a Payment order once it has been received by the Company, except for cases provided in these T&C;
3.10.3. 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;
3.10.4. In the case provided for in the Clause 3.17. of these T&C, the Customer may revoke the Payment order at the latest by the end of the Business day preceding the agreed day.
3.10.5. Upon expiry of the time limits laid down in the Clauses 3.10.2-3.10.4, the Payment order may be revoked only if agreed between the Customer and the Company, and in the cases provided for in the Clause 3.10.3. of these T&C, the consent of the Payee is required.
3.11. The Clause 3.10. of these T&C is applicable only in case the Customer is a Consumer.
Moment of receipt of the Payment order, Requirements applied to the Payment order and refusal to execute the Payment order
3.12. The Customer shall ensure that in his account is enough funds necessary for the execution of the Customer’s instructions. If the Customer does not have sufficient funds at the moment when the Customer’s instruction is presented, the Company has the right to refuse to execute the Customer’s instruction, unless otherwise agreed by the parties.
3.13. The Company shall process transfer orders given by the Customer without undue delay, provided that at the moment of maturity there are enough funds on the Customer’s account, from which the payment is to be debited. If there are no sufficient funds, the Company shall not execute the transfer order.
3.14. In case where the Customer is the Payer, the Payment order is considered received by the Company on the day of its reception, or, if the moment of reception of the Payment order is not the Business day of the Company, the Payment order is considered received on the nearest business day of the Company.
3.15. Funds from the Payer’s account shall not be debited before the Payment order is received by the Company.
3.16. The Payment order that was received by the Company on the Business day of the Company, but not on business hours set by the Company, is considered received on the nearest business day of the Company.
3.17. If 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.
3.18. Payment orders inside the system of the Company are executed immediately (up to a few minutes, unless the Payment operation is suspended due to cases set forth by legal acts and these T&C), regardless of business hours of the Company.
3.19. The Company has the right to record and store any Payment orders submitted by any of the means agreed on with the Company, and to record and store information about all Payment operations performed by the Customer or according to Payment orders of the Customer. Records mentioned above may be submitted by the Company to the Customer and/or third persons, who have the right to receive such data under the basis set forth in the legislation, as evidence confirming the submission of Payment orders and/or executed Payment operations.
3.20. The Company has the right to refuse to execute a Payment order in case of a reasonable doubt that the Payment order has been submitted by the Customer or an authorized representative of the Customer, Payment order or the submitted documents are legitimate. In such cases, the Company has the right to demand from the Customer to additionally confirm the submitted Payment order and/ or submit documents confirming the rights of persons to manage the funds held on the Account or other documents indicated by the Company in a way acceptable to the Company at expense of the Customer. The Company is not liable for the losses which may arise due to refusal to execute the submitted Payment order due to the reason of the refusal to provide additional information or documents by the Customer.
3.21. The Company has the right to involve third parties to partially or fully execute the Payment order of the Customer, if the Customer’s interests and/ or the essence of the Payment order requires so. In the event that the essence of the Payment order of the Customer requires sending and executing the Payment operation further by another financial institution, but this institution suspends the Payment order, the Company is not liable for such actions of that financial institution but makes attempts to find out the reasons for the suspension of the Payment order.
3.22. The Company has the right to suspend and / or terminate the execution of the Payment order of the Customer, if required by law or in case it is necessary for other reasons beyond control of the Company.
3.23. In case the Company has refused to execute the Payment order submitted by the Customer, the Company shall specify the reasons for the refusal and how the errors that led to the refusal to execute the Payment order shall be corrected, except when such notification is technically impossible or forbidden by legal acts.
3.24. The Company shall not accept and execute Payment orders of the Customer to perform operations on the Account of the Customer if funds on the Account are arrested, the right of the Customer to manage the funds is otherwise legally limited, or in case operations are suspended by applicable legal acts.
3.25. If money transferred by the Payment order is returned due to reasons beyond the control of the Company (inaccurate data of the Payment order, the account of the Recipient is closed, etc.), the returned amount is credited to the Account of the Customer. Commission fees paid by the Payer for the Payment order execution are not returned, and other fees related to the returning of money and applied to the Company can be deducted from the Account of the Customer.
3.26. Payment orders initiated by the Customer may be standard and urgent. The manner of the Payment order is selected by the Customer. If the Customer does not select the Payment order manner, it is considered that the Customer has initiated a standard Payment order.
The terms of the execution of Services
3.27. The terms of the execution of Payment operations and the duration of execution of other Services are set forth in these T&C, fees list, and other additional agreements between the Parties.
3.28. When the Payment operation shall be executed in euro in the Republic of Lithuania or other Member States and the Customer is the Payer, the Customer ensures that the amount of the Payment operation is credited to the account of the payment service provider of the recipient until the end of the nearest business day, except the exceptions foreseen in clause 3.29.
3.29. Where funds transfers in the Republic of Lithuania are made in euro, the Payer’s payment service provider shall ensure that after the Payment order is received, the amount of the Payment transaction is credited to the Payee’s payment service provider’s account on the same Business day if the Payment order is received on that business day by 12 noon. If the Payment order is received after 12 noon, the Payer’s payment service provider shall ensure that the amount of the Payment transaction is credited to the Payee’s payment service provider account no later than the following Business day. Parties can agree, that the Payment order shall be executed on concrete day or at the end of certain period or at the day when the Payer provides amount to its payment service provider. In such case the payment service provider of the Payer shall ensure that the amount of the Payment transaction is credited to the Payee’s payment service provider’s account on the day of the execution of the Payment order, and on the next Business day when the Payment order is not executed by the payment service provider.
3.30. When the Payment operation shall be executed in the currencies of non-euro area Member States in the Republic of Lithuania and to other Member States and the Customer is the Payer, the Company ensures that the amount of the Payment operation is credited to the account of the payment service provider of the recipient until the end of the nearest Business day but not later than within 4 (four) Business days after receipt of the Payment order by the Company.
Spending limits for the Payment transactions
3.31. The maximum spending limits for the Payment transactions may be set in the additional agreements signed between the Company and the Customer.
Additional use of measures of the identity verifications
3.32. The measures of the Customer’s identity verification provided by the Company may be used to confirm the identity of the Customer by providing information about the Company’s provided Services and / or provided to the Customer in all manner specified by the Company (for example, by the telephone provided by the Company).
Blocking the Account and / or suspension of the Services to the Customer
3.33. The Customer shall co-operate with the Company to investigate any suspected illegal, fraudulent or improper activity.
3.34. The Company is entitled to block the funds collected on the Customer’s account as follows:
3.34.1. The Company has a suspicion that the funds collected on the Customer’s Account are intended for the commitment of a crime, resulted from the crime or participation thereon;
3.34.2. if there is a suspicion that an unauthorized payment transaction was carried out through the Customer’s account;
3.34.3. the Customer is in delay in discharging its obligations under these T&C;
3.34.4. bankruptcy is declared in respect of the Customer’s assets, restructuring is initiated, the bankruptcy petition is cancelled owing to the lack of funds for the remuneration of the trustee in bankruptcy, the Customer enters into liquidation, or the risk of insolvency on the Customer’s side excessively increases within a short period;
3.34.5. for the purposes of corrective accounting and settlement;
3.34.6. the Customer is using the Company Services and fraudulent acts have been proved on the Customer’s side or criminal proceedings are initiated against the Customer or its employees in the matter of fraudulent acts; or if actions of the Customer fail to comply with the rules of the Company banking partners and such conduct may cause the Company a damage.
3.34.7. the Customer holds or has held significant positions in a country against which the Sanctions or restrictions are imposed or are persons who are subject to Sanctions for any reasons or who permanently reside in the country which is subject to Sanctions or have their registered office or the main business territory in such a country.
3.35. The Company reserves the right to suspend, at any time and at its sole discretion, the Customer Account (or certain functionalities thereof such as uploading, receiving, sending and/or withdrawing funds), inter alia, for audit:
3.35.1. where the Company believes it is necessary or desirable to protect the security of the Customer account; or
3.35.2. if any transactions are made which the Company in its sole discretion deems to be:
(a) made in breach of these T&C or in breach of the security requirements of the Customer Account; or
(b) suspicious, unauthorized, or fraudulent, including without limitation in relation to money laundering, terrorism financing, fraud or other illegal activities; or
3.35.3. upon the insolvency, liquidation, winding up, bankruptcy, administration, receivership, or dissolution of the Customer, or where the Company reasonably considers that there is a threat of the same in relation to the Customer; or
3.35.4. where anything occurs which in the opinion of the Company suggests that the Customer shall be unable to provide the Customer’s products/services and/or otherwise fulfil the contacts that it has with its Customers; or
3.35.5. if the transactions are for the sale of goods and/or services which fall outside of the agreed business activities of the Customer, or where the Customer presents a transaction and fails to deliver the relevant goods and/or services.
3.36. The Company will make reasonable efforts to inform the Customer of any such suspension in advance, or if this is not practicable, immediately afterwards and give its reasons for such suspension unless informing the Customer would compromise security measures or is otherwise prohibited by law or regulatory requirements.
3.37. In addition, the Company reserves the right (at its sole discretion) to suspend the Customer’s account (or certain functionalities thereof such as uploading, receiving, sending and/or withdrawing funds) at any time where it is required to do so under relevant and applicable laws and regulations. the Company will make reasonable efforts to inform the Customer of any such suspension unless the Company is prohibited from doing so by law or under an order from a competent court or authority.
- INFORMATION PROVIDED TO THE CUSTOMER ABOUT THE PAYMENTS OPERATIONS
4.1. The Company is obligated to provide the information to the Customer (before the execution of Payment order) about the possible maximum terms of the execution of certain Payment order, the payable Commission fees and how this Commission fees are split up. This information is available on the Website of the Company as well as in the personal Account of the Customer.
4.2. The Company shall provide the extract to the Customer about the provided Payment operations, which show as follows:
4.2.1. information enabling the Payer to identify each Payment transaction and information relating to the Payee;
4.2.2. the amount of the Payment operation in the currency indicated in the Payment Order;
4.2.3. The Commission fees payable for the Payment operations and how the Commission fees are split up;
4.2.4. the applicable currency exchange rate and the amount of Payment operation after the currency exchange rate, if case if during the execution of Payment operations currency was exchange;
4.2.5. the date of write down of funds from the Account;
4.2.6. the date of incomes to the Account;
4.2.7. other information which shall be provided to the Customer in accordance to the applicable legal acts of the Republic of Lithuania.
4.3. The extract is provided personally to the Customer through the Account of the Customer.
4.4. 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.
- PRICES PAYABLE FOR THE SERVICES PROVIDED BY THE COMPANY, COMMISION FEE, INTEREST AND CURRENCY EXCHANGE
5.1. The Company shall charge Prices related to its standard Services in accordance with these T&C and the price list which is attached to these T&C. The Company shall charge individual Prices to the Customer for non-standards Services not defined herein and/or in the price list and the Customer shall be informed thereon before using such services.
5.2. Unless otherwise indicated, Prices are quoted in Euro.
5.3. Prices are quoted exclusive of value added tax. In case value added tax or any other sales tax is or become chargeable, the Company will add such tax to the amount payable but shall, where required, provide information on the net amount, the amount of tax and the tax rate applied.
5.4. For the Payment services and / or related services performed by the Company, the Customer shall pay the Commission fee to the Company. The Commission fee is indicated in the Prices list and / or the additional agreement concluded with the Customer. In case if the Customer fails to fulfill its obligation to pay the Commission fee to the Company, the Customer shall pay to the Company penalties (the fines or default interest) set forth in the Pricing list, additional agreement and / or legal acts of the Republic of Lithuania.
5.5. Any Prices and Commission fee payable by the Customer shall be deducted from the Customer account balance. If the Customer account balance is insufficient, or the Customer account balance becomes negative, the Company reserves the right to invoice the Customer for any shortfall.
5.6. Where the Company has no possibility to deduct any Prices and / or Commission fee payable by the Customer for the provided Services from the balance of the Customer account the Company shall issue the separate invoice for the amount owed. Invoices are payable within 10 (ten) days of the date of the invoice. In case of overdue payments, the Company reserves the right to charge default interest in the amount of 0,05 % and/or terminate these T&C with immediate effect by giving written notice to the Customer.
5.7. In case if during the performance of the Payment operation there are not enough funds for execution of Payment operation and payment of Commission fee in the Account of the Customer, the Company shall have the to refuse not to execute the Payment operation.
5.8. The currency exchange rates are provided to the Customer before the Payment order.
5.9. Currency exchange is based on the exchange rate of the Company, which is valid at the moment of conversion and is constantly updated and published on the Website of the Company.
5.10. the Company applies the changed basic exchange rate of currency immediately without a separate notice. The Company informs the Customer about such changes in a manner described in these T&C.
5.11. In case if the currency in which the order to execute the Payment operation is different than the currency in which the Account is debited, the conversion of such currencies shall be performed in accordance with the procedure established by the Company, which shall be published on the Website of the Company.
5.12. 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 T&C, Statement of Commission fees shall be provided for a period from beginning of calendar year until the termination day of these T&C.
- COMMUNICATION BETWEEN THE PARTIES
6.1. The person who becomes the Customer of the Company confirms that the Customer accepts that all communication, including the personal communication between the Company and the Customer, shall be executed in English. All communication, information about any changes to the Services and the Prices, other important information shall be provided in English, unless Parties agree otherwise by signing additional amendment to these T&C.
6.2. Communication between the Company and the Customer is possible in the following forms:
6.2.1. through the Customer’s Account;
6.2.4. mail (post);
6.2.5. publicly posted on the website of the Company.
6.3. Any communication between the Company and the Customer shall take place primarily through Account and via e-mail. Disclosure of any information by the Company through the Account and via the e-mail means that the relevant information is duly delivered to the Customer and is effective.
6.4. The Customer acknowledges that communication through the Account of the Customer may be done only if the Customer enters into its personal Account by using its login credentials or other requested personalized security credentials provided by the Company to the Customer due to the purpose of the Customer’s authentication.
6.5. E-mail communication is possible to addresses that are given on the Website and / or the e-mails’ addresses indicated in these T&C. E-mail message is considered delivered on the following Business Day.
6.6. In case of communication by telephone, the Customer shall be verified on the basis of the Customer´s data. Phone communication between the Company and the Customer is possible at times published on the Website.
6.7. In case of communication through the post, letters are delivered to the other party’s address. The letter is considered delivered on the third day after the delivery of the notice informing that the letter cannot be delivered to the other party or that the letter was rejected or was not collected by the other party within the collection period, even if the addressee has no knowledge of the letter.
6.8. The Customer agrees that the Company may record, with prior notice to the Customer, any ongoing communication between the Company and the Customer using any available technical means, and will archive all the records, as well as the copies of any information and documents that the Company will receive from the Customer and third parties. The Customer agrees that the Company may at any time use this information for the purposes stated in these T&C or for ensuring compliance with these T&C.
6.9. The Customer is entitled to get the information about these T&C as well as these T&C as itself in paper version or any other durable medium, in which the Company is able to provide such information.
6.10. If the Customer would like to contact the Company about a concern relating to these T&C, the Customer may call on +37052626300 (note: telephone network charges will apply) or contact the Company via in-app support or email the Company at email@example.com. The Company will try to resolve any issues the Customers may have about their account or the service the Company provides within 15 business days of receiving Customer’s concern unless the concern is of a “simple” nature and can be resolved with 1 business day from the receipt day. The Company shall inform the Customer if exceptional circumstances arise, in which case it may take up to 35 business days to address Customer’s concern.
- CHANGE OF FEES, TERMS OF THESE T&C, TERMS OF SERVICES
7.1. These T&C are subject to change from time to time.
7.2. The Company has the right to change these T&C, applicable prices and Commission fees and / or the terms of Services by offering the changed T&C to the Customer in paper or other durable medium 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, URL address: www.gurupay.eu and / or post and / or by electronically messages (e-mail, short message service (SMS) etc.) sent to the Customer).
7.3. The Customer has the right to accept the proposed changes or reject it.
7.4. If no objection notice is received by the Company within the time frame stipulated clause 7.2., 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 T&C, 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.
7.5. The Customer has the right to terminate T&C 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 T&C until the day when such changes come into force, the Customer shall be deemed as accepted the changes to these T&C.
7.6. The termination of these T&C in accordance to the Clause 7.5. shall not release the Customer from its obligations to the Company arising prior to the date of termination of these T&C to be properly executed.
- SECURITY AND CORRECTIVE MEASURES
8.1. The Customer is responsible for the safety of devices used to log in to the Account, shall not leave them unattended, in public places or otherwise easily accessible to third persons.
8.2. It is recommended to update software, applications, anti-virus programs, browsers and other programs in time.
8.3. It is recommended to protect devices with passwords, PIN codes or other safety instruments.
8.4. It is recommended to evaluate received emails with cautiousness, even if the Company is indicated as the sender. The Company will never request the Customer to download attachments or install software. Attachments to fraud e-mails may contain viruses which can harm devices or pose a risk to the safety of the Customer account.
8.5. It is recommended not to click on unknown links, open unknown documents, install software or application from unknown, unreliable sources or visit unsafe websites.
8.6. As soon as the Customer is aware of the loss, theft, misappropriation or fraudulent use of a payment instrument, the Customer must immediately notify the Company, or any other entity designated by it. The notification shall be submitted to the Company through the Customer’s Account and at the same by sending e-mail to the Company or by calling by phone to the Company.
8.7. If the Customer notices any suspicious activity on his account and thinks that third persons may have logged in to system for the using of the Services, the Customer shall:
8.7.1. immediately inform the Company thereof at any time and in a manner indicated in the Section VI of these T&C and request to block the Customer’s account.
8.7.2. in order to continue to use the account, the Customer shall change the password, use other additional account confirmation instruments or use safer instruments and delete unsafe additional login confirmation instruments.
The blocking of the Account and the payment instrument, if the later has been given to the Customer
8.8. In addition to the provisions 3.33.-3.37. of these T&C, the Company has the right to block the Account (to stop the execution of the Payment operations at all or partly) and / or the payment instrument if such instrument has been given to the Customer in such cases as follows:
8.8.1. in case of the objectively justified reasons related to the security of the funds and/ or the payment instrument in the Account, the alleged unauthorized or fraudulent use of the funds and/ or the payment instrument in the Account;
8.8.2. in case if the Customer does not follow with the terms of the present T&C;
8.8.3. in case if the Company has the reasonable suspicions that funds in the Account may be used by the other persons for the unlawful actions, including but not limited to the commission of criminal activities;
8.8.4. in case of other basis set forth by the legal acts of the Republic of Lithuania and/ or the cases indicated in the additional agreements signed between the Parties.
8.9. The Company shall inform the Customer of the blocking of the Payment instrument and the reasons for it, where possible, before the Payment instrument is blocked and at the latest immediately thereafter, unless providing such information would compromise objectively justified security reasons or is prohibited by other relevant law.
The notices provided by the Customer regarding the unauthorized or improperly executed Payment operations
8.10. The Customer is obligated to check the information about the executed Payment operations at least 1 (one) time per month, so that the Customer may notice unauthorized or improperly executed Payment transactions and notify the Company in a timely manner.
8.11. The Customer is obligated to inform the Company in writing about the unauthorized or improperly executed Payment operations, including the noticed mistakes, inaccuracies in the extract immediately from the acknowledge of such circumstances and in any case not later than 13 (thirteen) months from the debit date. The other terms of informing the Company about the circumstances described above may be used in cases where the Customer is the legal person and, in the cases, set forth by the additional agreements signed between the Parties.
8.12. In case if the Customer does not notify the Company about the circumstances described in the point 8.10. of these T&C within the terms indicated in these T&C and the additional agreements between the Parties then it shall be considered that the Customer unconditionally confirmed the Payment operations executed in the Account of the Customer.
The liability of the Customer for unauthorized Payments operations and the liability of the Company for the unauthorized Payment operations
8.13. Where a Customer who is a Consumer denies having authorized an executed Payment transaction or claims that the Payment transaction was not correctly executed, it is for the Company to prove that the Payment transaction was authenticated, accurately recorded, entered in the accounts and not affected by a technical breakdown or some other deficiency of the Services provided by the Company.
8.14. In case if the Customer is the legal person the using of the identity verification measures and login credentials of the Account is the right prove, that the Customer authorized the Payment operation or was acting fraudulently or intentionally or due to the gross negligence has not fulfilled the obligations set forth in the points 8.1. – 8.7. of these T&C.
8.15. In accordance with the terms indicated in the point 8.10. of these T&C or having determined that the Payment operation was not authorized by the Customer, the Company without undue delay, but no later than by the end of the next Business day, returns the amount of the unauthorized Payment operation to the Customer and, where applicable, – restores the balance of the Account from which this amount was written down and which would have existed if the unauthorized Payment operation had not been executed, unless the Company has reasonable suspicious of the fraud and informs about such suspicious the Bank of Lithuania in accordance with the rules of such notice prepared by Bank of Lithuania.
8.16. 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:
8.16.1. usage of a lost or stolen payment instrument;
8.16.2. misappropriation of a payment instrument.
8.17. The Clause 8.15. of these T&C shall not be applied if:
8.17.1. the loss, theft or misappropriation of a Payment instrument was not detectable to the Payer prior to a payment, except where the Payer has acted fraudulently as defined in the Clause 8.18. of these T&C; or
8.17.2. the loss was caused by acts or lack of action of an employee, agent, or branch of the Company or of an entity to which its activities were outsourced.
8.18. The Payer shall not bear any financial consequences resulting from use of the lost, stolen, or misappropriated Payment instrument after notification in accordance with the Clause 8.6. of these T&C, except where the Payer has acted fraudulently.
8.19. The Payer (who is the Consumer) shall bear all the losses relating to any unauthorized payment transactions if they were incurred by the Payer acting fraudulently or failing to fulfil one or more of the obligations set out in the point 8.1.-8.7. of these T&C and additional agreements signed between the Parties with intent or gross negligence. In such cases, the maximum amount referred to in the point 8.15. of these T&C shall not apply. In case of possible fraud made by Customer, the Company informs about such suspicious the Bank of Lithuania in accordance with the rules of such notice prepared by the Bank of Lithuania.
8.20. If the Customer is not the Consumer, the Customer shall bear all losses for the reasons specified in the Clause 8.15. of these T&C, except as otherwise provided in these T&C and / or the additional agreements signed between the Parties.
8.21. The Account may be blocked by the Customer’s initiative and / or the Account (including the payment instrument if such is given to the Customer) may be blocked if the Customer submits a respective request to the Company. The Company has the right to demand that the request submitted by the Customer’s oral request to block the Account (including the payment instrument if such is given to the Customer) be subsequently approved in writing or in another manner acceptable to the Company.
8.22. If the Company has the reasonable doubts that the request indicated in the point 8.20. of these T&C is not submitted by the Customer, the Company has the right to refuse to block the Account (including the payment instrument if such is given to the Customer). In such cases, the Company shall not be liable for any losses that may result from the failure to comply with the said request.
8.23. Other terms of the liability of the Parties for the unauthorized Payment operations may be indicated in the additional agreements between the Parties.
Liability of the Company for proper execution of Payment operation
8.24. In case if the of the improperly execution of the Payment operation and where the Customer is the legal entity, the Company is liable only due to the fault of the Company. The Company is not liable for third parties’ mistakes.
8.25. If a Payment order is executed in accordance with the Unique identifier, the Payment order shall be deemed to have been executed correctly with regard to the Payee specified by the Unique identifier. The Company has the right, but it is not obliged to check whether the Unique identifier presented in the Payment order received by the Company corresponds to the account holder’s name and surname (name).
8.26. If the Unique identifier is presented to the Company with the Account to be credited or debited from the Account, the Payment order is deemed to be executed properly if it was executed according to the specified unique identifier. If the Company carries out the said inspection (for example, in the prevention of money laundering risk) and finds out clear mismatch between the Unique identifier submitted to the Company and the account holder’s name, the Company shall have the right not to execute such a Payment order.
8.27. If the Customer (Payer) initiates properly the Payment order and the Payment operation is not executed or executed improperly, the Company, at the request of such Customer, shall immediately and without charge take measures to trace the Payment operation and to inform about results of search the Customer. In case the Payer indicates incorrect data of the Payee and the Payment order is executed according to the data provided by the Payer (e.g. the Payer indicates a wrong Unique identifier or IBAN number), it shall be considered that the Company shall not be liable for non-execution or defective execution of the payment transaction. The Company shall make reasonable efforts to recover the funds involved in the Payment transaction as described in this clause. The Company will put the maximum effort to cooperate with Payee’s payment service provider to collect all relevant information of such Payment transaction as described in this clause. In the event that the collection of funds is not possible, the Company shall provide to the Payer, upon written request or request provided on other durable medium, all information available to the Company and relevant to the Payer in order for the Payer to file a legal claim to recover the funds.
8.28. The Company is liable for the properly executed Payment transaction with the terms set forth by these T&C and / or additional agreements signed between the Parties.
8.29. Where the Company is liable under the Clause 8.27. of these T&C, it shall, without undue delay, refund to the Payer the amount of the non-executed or defective Payment transaction, and, where applicable, restore the debited payment account to the state in which it would have been had the defective Payment transaction not taken place.
8.30. The Company is liable for the not applying the Commission fees or giving back the already paid Commission fee in case if the Payment order was not executed or executed improperly due to the fault of the Company.
8.31. The Company is not liable for the indirect losses incurred by the Customer and related to the not executed Payment order or improperly executed Payment order. The Company is liable only for the direct losses of the Customer.
8.32. The Company is not liable for claims raised between the Payee and Payer and such claims are not reviewed by the Company. The Customer may submit the claim to the Company only regarding the non-performance or improperly performance of the obligations of the Company.
8.33. Limitations of liability of the Company shall not be applied, if such limitations are prohibited by the applicable law.
Conditions of refunding to the Payer the amounts of Payment Transactions initiated by or through the Payee
8.34. 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:
8.34.1. when authorizing the Payment transaction its precise amount is not specified;
8.34.2. the Payment transaction amount exceeds the amount which could have been reasonably expected by the Customer (Payer) considering his previous expenditure, clauses of these T&C 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).
8.35. At the request of the Company, the Customer (Payer) must immediately provide information about the existence of the conditions specified in items 8.33.1.-8.33.2 above.
8.36. The Customer (Payer) shall not be entitled to the refund of amounts of Payment transactions initiated by or through the Payee under clause 8.33 of these T&C, 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.
8.37. 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.
8.38. 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 point 8.33.1.-8.33.2 of these T&C 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.
8.39. Conditions of refunding to the Payer the amounts of Payment Transactions initiated by or through the Payee as stated in the Clause 8.33.-8.37. of these T&C shall be applied in case the Customer is a Consumer.
- FORBIDDEN ACTIVITIES
9.1. The Customer using the Company Services is prohibited, including but not limited, from:
9.1.1. not complying with the provisions of these T&C and its amendments if any, legislation and other legal acts, including but not limited to, anti-money laundering and counters-terrorist financing acts;
9.1.2. refusing to provide information or undertake other actions that are reasonably requested by the Company;
9.1.3. executing or receiving transfers of illegally acquired funds, if the Customer is aware of or should be aware of it;
9.1.4. using the Services of the Company in a way which causes losses, responsibility or other negative legal consequences or damage to business reputation of the Company or third persons;
9.1.5. spreading computer viruses and undertaking other actions that could cause the Company system malfunctions, information damage or destruction and other damage to the Company system, equipment or information of the Company;
9.1.6. organizing illegal gambling, illegal trading of stocks, indices, raw materials, currency (e.g. Forex), options, exchange-traded funds (ETF); providing of trade, investment or other services on currency exchanges, Forex markets and other electronic currency trading systems; engaging in illegal trades of tobacco products, alcohol, prescription drugs, steroids, weapons, narcotic substances and its attributes, pornographic production, unlicensed lottery, illegal software and other articles or products prohibited by the law;
9.1.7. accepting payments in unregulated and/ or unsupervised virtual currency, buying, converting or managing it in any other way;
9.1.8. providing services that are prohibited by the law or contradict public order and moral principles;
9.1.9. disclosing passwords and other personalized safety features of Customer’s account to third persons and allowing other persons to use services under the name of the Customer.
9.2. The Customer shall reimburse all direct damages, fines and other monetary sanctions applied to the Company due to non-observance or violation of the terms, including but not limited to those indicated in the Clause 9.1 of these T&C due to fault of the Customer.
10.1. During the term of these T&C and thereafter, each Party shall use and reproduce the other Party’s Confidential Information only for purposes of these T&C and only to the extent necessary for such purpose and will restrict disclosure of the other party’s Confidential Information to its employees, consultants, advisors or independent contractors with a need to know and will not disclose the other Party’s Confidential Information to any third party without the prior written approval of the other Party.
10.2. Notwithstanding the foregoing, it will not be a breach of these T&C for either Party to disclose Confidential Information of the other Party, if required to do so under law or in a judicial or governmental investigation or proceeding.
10.3. The confidentiality obligations shall not apply to information that:
10.3.1. is or becomes public knowledge through no action or fault of the other Party;
10.3.2. is known to either Party without restriction, prior to receipt from the other Party under these T&C, from its own independent sources as evidenced by such Party’s written records, and which was not acquired, directly or indirectly, from the other Party;
10.3.3. either Party receives from any third Party reasonably known by such receiving Party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; or
10.3.4. information independently developed by either Party’s employees or agents provided that either Party can show that those same employees or agents had no access to the Confidential Information received hereunder.
- PERSONAL DATA PROTECTION
11.2. Each party when acting as data processor shall process the personal data in accordance to the General Data Protection Regulation (GDPR) as well as in accordance with other applicable laws of personal data protection.
11.3. Where one party acts as the data processor of personal data processed by the other party as data controller, the data processor shall at all times follow the data controller’s reasonable instructions with regards to the personal data processed.
- INTELECTUAL PROPERTY
12.1. The Company Website, the Services, the content, and all intellectual property therein (including but not limited to authors, patents, database rights, trademarks and service marks) are owned by the Company or third parties, and all right, title and interest therein and thereto shall remain the property of the Company and/or such third parties.
12.2. Website and Services may be used only for the purpose permitted by these T&C.
12.3. The Customer may not duplicate, publish, modify, create derivative works from, do the reverse engineering, or in any way distribute or exploit the Website, the Services or any portion thereof for any public or commercial use without the express written consent of the Company.
12.4. The Customer shall not:
12.4.1. use any robot, spider, scraper or other automated device to access the Website or Services; or
12.4.2. remove or alter any author, trademark or other proprietary notice or legend displayed on the Website (or printed pages thereof).
12.5. Except as expressly stated, nothing in these T&C shall grant or be deemed to grant to any party any right, title or interest in any logos, trademarks, trade names or other intellectual property licensed to that party by the other party.
12.6. Each party shall indemnify and hold harmless the other party and its employees and directors for and against any and all claims, losses, liabilities, costs expenses or damages (including reasonable legal fees) incurred by reason of any claim, demand, lawsuit or action by a third party (other than an employee or director of the indemnified party) resulting from an actual or alleged infringement of any third party intellectual property right in connection with material provided by the indemnifying party.
- TERM AND TERMINATION
13.1. The Customer at any time may terminate these T&C by notifying the Company at least 14 (fourteen) calendar days prior to the date of termination.
13.2. Termination of these T&C shall be free of charge for the Customer except where these T&C has been in force for less than 6 months. Charges, if any, for termination of these T&C shall be appropriate and in line with costs.
13.3. The Customer has the right to terminate these T&C immediately at any time and without charges after receiving the information about any changes and before changes stipulated in provided information becomes effective.
13.4. The Company with significant reasons, as they are defined in Clause 13.5, may terminate these T&C by notifying the Customer 14 (fourteen) calendar days prior to the date of termination.
13.5. The Company defines significant reasons for unilaterally terminating the T&C as:
13.5.1. The T&C conflicts with any governing Legal Acts or causes the Company negative consequences, which upon the time of creation of the T&C could not be foreseen and which could not be controlled or avoided if the T&C stayed in effect.
13.5.2. The Customer has performed as serious breach of the T&C and has maliciously not rectified it.
13.5.3. The continued validity of the T&C is not possible due to objective reasons.
13.6. The Company may also terminate these T&C if the Customer has not made any Payment transactions for more than 12 (twelve) consecutive months by:
13.6.1. in the case that the Customer is a natural person, notifying them 14 (fourteen) calendar days prior to the date of termination.
13.6.2. in the case that the Customer is a legal entity, notifying them 14 (fourteen) calendar days prior to the date of termination, unless a different time frame has been agreed upon within the signed contract.
13.7. Before the termination based on such legal basis as defined in the Clause 13.6, the Company contacts with the Customer due to the clear up of the necessity of opened Account for the Customer. In case if Customer has not made any Payment transaction for more than 12 (twelve) months, the Company follows the Decision of the Director of Supervisory Department of the Bank of Lithuania dated 18 of December 2017 No. 241-229.
13.8. Prior to informing them of the upcoming termination of the T&C on such legal basis as defined in the Clause 13.6, the Company shall take these steps towards the Customer:
13.8.1. inform them of the existence of the inactive payment account;
13.8.2. attempt to clarify with them their intentions of continuing usage of the account;
13.8.3. inform them of the applicable fees in case of termination;
13.8.4. inform them of the available options, such as closing the inactive account or transferring the account balance to a different bank.
13.9. These T&C may be terminated by mutual agreement between Parties.
13.10. The Company may terminate these T&C immediately if the Company reasonably suspects or determines that the Customer:
13.10.1. is in violation of applicable laws or regulations including those connected with anti-money laundering or counterterrorist financing;
13.10.2. has provided false or misleading information or documentation to the Company, failed to provide the documents and information connected with its Account and using the Services or failed to keep such documents and information up-to-date;
13.10.3. is using the Services to make or receive payments for activities related to those provided in the restricted activities, or;
13.10.4. is otherwise using the Services for malicious, illegal, or immoral purposes.
13.11. If it is allowed to do so under the applicable laws and regulations, the Company will notify the Customer about the underlying reasons of termination of these T&C as soon as possible.
13.12. Upon termination of these T&C, , the Customer will receive – on a paper version or on other durable medium – the breakdown of all Payment transactions completed throughout the entire term of these T&C, up to 36 (thirty-six) months before the date of termination.
13.13. The termination of these T&C shall not release the Parties from their obligations to each other arising prior to the date of termination of these T&C to be properly executed.
- GOVERNING LAW AND DISPUTES RESOLUTION
14.1. These T&C are drawn up in accordance with the law of the Republic of Lithuania. Relationships not covered by these T&C are governed by the applicable legal regulations.
14.2. The disputes between the Company and Customer shall be solved through negotiations.
14.3. In case if the dispute cannot be solved through negotiations, the Customer can submit a claim to the Company by post or e-mail, specifying Customer’s name, contact details, relevant information, which would indicate why the Customer reasonably believes that the Company violated the legal rights and interests of the Customer while providing the Services. The Customer can add other available evidence that justifies the need for such a claim. If the Customer would like to submit a formal claim, the Customer shall send the email to firstname.lastname@example.org.
14.4. Upon receipt of a claim from the Customer, the Company confirms receipt of the claim and indicates the time limit within which the reply will be submitted. In each case, the deadline for submitting a reply may vary as it directly depends on the extent and complexity of the claim filed, but the Company will make the maximum effort to provide the response to the Customer within the shortest possible time, but not later than 15 (fifteen) Business days. In case if the Company is not able to provide the final answer within 15 (fifteen) Business days, the Company shall inform the Customer about that and indicate the time when the answer will be provided, however the term shall not be longer than 35 (thirty-five) Business days. The claim of Customer shall be solved free of charge.
14.5. It shall be noted that in case where the Customer is considered as the Consumer, the Customer has the right to write directly to the Bank of Lithuania as the Company is the electronic money institution established and licensed in Lithuania as well as the Bank of Lithuania is the institution of alternative dispute resolution between financial services providers and Consumers.
14.6. Prior to applying to the Bank of Lithuania regarding the settlement of a dispute, the Customer who is the Consumer should apply to the Company in writing in accordance with the clauses 14.3 and 14.4 of this section. It is the duty of the Customer who is Consumer to apply to the Company no later than within 3 (three) months of learning about a violation of Customer’s rights. If the reply from the Company does not satisfy Customer who is Consumer, or such Customer does not receive any reply within 15 (fifteen) Business Days or 35 (thirty-five) Business Days if the term of providing the answer is extended in accordance with the clause 14.4. above of this section, the Customer has the right to apply to the Bank of Lithuania within 1 (one) year. If such 1 (one) year terms is missed, then the Customer cannot longer apply to the Bank of Lithuania regarding the dispute. The Customer is ensured with its right to choose whether to apply to the Bank of Lithuania or to apply to the court. The Bank of Lithuania deals with Consumers’ disputes free of charge.
14.7. The Customer who is the Consumer may submit the claim to the Bank of Lithuania by following:
14.7.1. via the electronic dispute settlement facility E-Government Gateway;
14.7.2. by completing a Consumer application form which may be found in the website of the Bank of Lithuania and by sending it to the Supervision Service of the Bank of Lithuania, Žirmūnų g. 151, LT-09128, Vilnius, Lithuania or by email email@example.com.
14.7.3. by filling out a free-form application and sending it to Supervision Service of the Bank of Lithuania Žirmūnų g. 151, LT-09128, Vilnius, Lithuania or by e-mail – firstname.lastname@example.org.
14.7.4. More information about the procedure of submitting the claim to the Bank of Lithuania may be in the website of the Bank of Lithuania https://www.lb.lt/en/dbc-settle-a-dispute-with-a-financial-service-provider#ex-1-4.
14.8. The Customer (who is the Consumer) who have a place of residence in other European Union or European Economic Area member states are also able to submit their claim to the relevant local authority in their place of residence.
14.9. In case if the Customer wants to submit the complaint to the Bank of Lithuania as the supervisory authority, the Customer may it submit by the following:
14.9.1. written complaint submitting to the post-box of the Bank of Lithuania by address Totorių g. 4 ir Žirmūnų g. 151 on Business days from 7:00 till 18:00;
14.9.2. by sending the letter to address Totorių g. 4, LT-01121 Vilnius;
14.9.4. by fax (8 5) 268 0038;
14.9.5. by submitting written complaint at the Bank of Lithuania;
14.9.6. by filling the electronic reference at the website of the Bank of Lithuania.
14.10. In case if the dispute cannot be settled through negotiations, disputes shall be solved in the courts of the Republic of Lithuania in accordance with the procedure set forth by the laws of the Republic of Lithuania.
- FINAL PROVISIONS
15.1. These T&C shall enter into force and become valid when the Customer’s Account has been approved by the Company. These T&C are valid for unlimited period of time, unless otherwise agreed by the Parties.
15.2. The Company and the Customer are independent contractors under these T&C, and nothing herein will be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into agreements of any kind on behalf of the other.
15.3. Customer may not transfer or assign any rights or obligations he 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 other legal entities established in European Economic Area (EEA) and holding the license not lower than the Company with prior notice to the Customer accordingly to the rules and procedures set forth in these T&C at least 60 (sixty) calendar days before such changes will entry into force. The Customer has the right to accept that changes or reject it. If the Customer does not agree with the such changes, the Customer has the right to immediately and without no commission fee to terminate T&C until the day the amendments begin to apply expressing a disagreement with the changes. If the Customer does not use his right to terminate these T&C until the day when such changes come into force, the Customer shall be deemed as accepted the changes. The disagreement shall be provided via Customer’s Account and additionally through the e-mail.
15.4. If any part of these T&C is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of these T&C, which shall continue to be valid and enforceable to the fullest extent permitted by law.
15.5. Neither party shall be liable for any economic loss, delay or failure in performance of any part of these T&C 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 labor, termination of vital agreements by third parties, action of the other party or any other cause beyond such party’s reasonable control.
15.6. In the event the force majeure circumstances last longer than three (3) months, either party is entitled to terminate these T&C with a written notice of immediate effect.
15.7. These T&C including all Schedules and other documents referred to herein, represents the entire agreement of the parties in relation to its subject matter. Each party acknowledges that it has entered into these T&C in reliance only on the representations, warranties, promises and terms contained in these T&C and, save as expressly set out in these T&C, neither party shall have any liability in respect of any other representation, warranty or promise made prior to the date of these T&C unless it was made fraudulently.
15.8. The Customer acknowledge that Lithuanian deposit guarantee scheme does not apply to the accounts opened within the Company. However, the Company ensures that Customers’ funds are kept in a segregated bank account opened for the benefit of Customers of the Company and it will not be used to keep funds of the Company or other parties which are not considered to be users of the services offered by the Company.
16. FX PAYMENTS (new product terms that is to be launched in July)
16.1. The balance of the Account shall be in euro; however, the Customer may carry out outgoing payments in foreign currency by submitting a credit transfer instruction to the Institution on the E-Channel.
16.2. The Institution shall publish on the E-Channel a list of foreign currencies, that the Customer can choose to make a transfer, and most recent exchange rates approved by the Institution.
16.3. By providing instruction to carry out a transfer in foreign currency the Customer shall select euro account and fill out the payment form in required foreign currency. The currency exchange will be completed after the payment is signed at the exchange rate approved by the Institution (16.2. item).
16.4. Foreign currency cannot be credited to the Account. If the Customer receives incoming payment in foreign currency – the funds will be rejected. If the outgoing transfer in foreign currency is rejected, the Institution shall make the exchange of the foreign currency into euros and shall credit the euros in the Account.
16.5. The Institution may apply a commission fee for the exchange of euros to the foreign currency. The commission fee shall be published by the Institution on the E-Channel. The commission fee shall be debited from the Account.
16.6. The Institution may refuse to execute the exchange transaction if the balance in the Account is not sufficient to execute the transaction and to pay the commission fee.
16.7. The Institution may set a cut off time by which the credit transfers in foreign currency can be executed. The curt off time shall be published on the E-Channel.