General Terms and Conditions BEBAWA UAB Effective from July 1st. 2021
TABLE OF CONTENTS 1. SCOPE AND DEFINITIONS 2.OPENING ACCOUNTS 3.OPERATION OF ACCOUNTS 4.PAYMENT SERVICES 5.FINANCIAL PRODUCTS AND SERVICES SUBSCRIBED ELECTRONICALLY ON BEBAWA PREMISES OR REMOTELY 6. GENERAL RULES FOR CUSTOMER ORDER EXECUTION 7.EXECUTION RULES FOR PAYMENT ORDERS 8.CONFLICTS OF INTEREST 9.UNICITY OF ACCOUNT 10. SET-OFF AND INTERRELATIONSHIP OF TRANSACTIONS 11. NON–EXECUTION EXCEPTION – RIGHT OF RETENTION 12. CORRESPONDENCE AND COMMUNICATION 13. RECTIFICATION OF ERRORS 14. RATES, COMMISSIONS AND TAXES 15. PERSONAL DATA 16. RECORDING OF TELEPHONE, ELECTRONIC AND FACE_TO_FACE COMMUNICATIONS 17. LIMITATIONS ON THE LIABILITY OF BEBAWA 18. CUSTOMER’S TAX OBLIGATIONS 19. PROOF 20. COMMERCIAL INFORMATION 21. OUTSOURCING 22. TERMINATION OF RELATIONS BETWEEN BEBAWA AND THE CUSTOMER 23. PLACE OF PERFORMANCE OF OBLIGATIONS 24. COMPLAINTS AND COMMUNICATIONS 25. JURISDICTION AND APPLICABLE LAW 1. SCOPE 1.1.Relations between BEBAWA (the “Company”) and the Customer are governed by these general terms and conditions (the “Terms and Conditions”) and by any special agreements that may be entered into between the Company and the Customer. 1.2.These Terms and Conditions constitute the business conditions of UAB “BEBAWA”, with a registered office at Vilnius, 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 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/ 1.3. The Company may amend these Terms and Conditions at any time, particularly in order to take account of amendments to the laws or regulations or changes in its policies, the customs and practices of the Bank of Lithuania, or the financial market situation. 1.4. The following terms when used in these Terms and Conditions or any document referred to herein shall have the following meaning: “Account” means the account opened in the Company for the Customer use; “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 the generality of the foregoing, the terms of these Terms and Conditions as well as business plans, data, strategies, methods, customer and customer lists, technical specifications, transaction data and customer data shall be deemed confidential; “Commission fee” means the fee charged by us for a payment operation and/ or related services; “Consumer” means a natural person who operates under these Terms and Conditions and its annexes and does not pursue aims which are not consistent with business, commercial or professional activity of this person; “Electronic money” means the funds of the Customer credited/ transferred to and held on the Company’s Account for execution of Payment operations via the Company’s system; “Services” means payment and e-money services identified in the section 4 of this Agreement and provided by the Company; “Password” (Passwords) means 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 operations; “Payment transfer” means a payment service when money is transferred to the Customer’s Account under the initiative of the Payer; “Payment order” means an order from the Payer or the Recipient (payment transfer) for the provider of payment services to execute a payment operation; “Payment operation” means a money deposit, transfer or withdrawal initiated by the Payer or the Recipient; “Payment service” means services allowing to deposit to and withdraw cash from the payment account as well as all operations related to management of the payment account; payment operations, including transfer of money held on the payment account opened in the institution of the provider of payment services of the customer of payment services or in another payment institution; payment operations using a payment card or a similar instrument and/ or credit transfers, including periodic transfers; issuance and/ or acceptance of payment instruments; money remittances; payment operations when the consent of the payer to execute the payment operation is given using telecommunications terminal devices, digital or IT devices and the payment is performed to the operator of the telecommunications network or IT system, who is only a mediator between the provider of goods and the customer of payment services; “Payment Instrument” means a personalized tool and / or certain procedures agreed between the Company and the Customer which are used by you for the initiation of the Payment order; “Payer” means a natural or legal person submitting a payment order; “Recipient” means a natural (private) or legal person indicated in the payment order as a recipient of the payment; “Unique identifier” means a combination of letters, numbers and symbols which the Company, as the provider of payment services, provides to the Customer of payments services, and which is used for identification of the Customer of payment services participating in the Payment operation and/ or an Account of the Customer used in the Payment operation; “Working Day” means any day other than a Saturday or a Sunday or a public or bank holiday in Lithuania; “Unique identifier” means a combination of letters, numbers and symbols which we, as the provider of payment services, provides to the Customer of payments services, and which is used for identification of the Customer of payment services participating in the payment operation and (or) an account of the Customer’s used in the payment operation. 1.5. In case of any conflict between these General Terms and Conditions and any provisions agreed between the parties on the amendments and/or additional agreements, the provisions of the amendments and/or additional agreements shall take precedence insofar as this is necessary for the resolution of such conflict 2. OPENING AND MANAGING CUSTOMER’S ACCOUNTS 2.1. The request to enter into a business relationship must be made in accordance with these Terms and Conditions and procedures defined by the Company. The Company may open accounts in the name of one or more natural persons or legal entities accepted by it under the terms and conditions that it determines. 2.2. The Customer’s account is the electronic money account which enables the Customers to send and receive payments. 2.3. In order to start to use the Services provided by the Company, the Customer must first submit the application of opening the Account and provide the information requested by the Company, including, but not limited to: 2.3.1. Legal persons: – name of the legal entity; – the code of the legal entity (if such code is given); – legal form of legal entity; – types of activities of a legal entity, objectives of business relations, object and nature of economic commercial activity; – registered office of the legal entity, contact details of the legal entity; – the data of the head of the legal entity (the same as in the case of the identification of a natural person) and the basis of representation, data of other persons representing legal entity (the same as in the course of the identification of a natural person) and the basis of representation; – the registration certificate of a legal entity and the date of its issue; – ownership memorandum, articles of association; – beneficial owner name; – expected type and volume of transaction; – main counterparties and countries; – tax registration certificates, if applicable; – the filled client’s information questionnaire; – 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; – ID card or passport of the 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.; – power of attorney which shows that the legal representative of the legal persons is accepting the terms of these Terms and Conditions. 2.3.2. Natural persons: – name/names; – surname/surnames; – personal number (in the case of an alien – date of birth (where available – personal number or any other unique sequence of symbols granted to that person, intended for personal identification), the number and period of validity of the residence permit in the Republic of Lithuania and the place and date of its issuance (applicable to aliens); – photo; – signature (except for the cases where it is optional in the identity document); – citizenship (in the case of a stateless person – the state which issued the identity document). – the filled client’s information questionnaire. – Mobile phone bill 2.4. The Company has the right to refuse to register the Customer as 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 do not have to or does not have the right to reveal. 2.5. The Customer has the sole responsibility for providing the information and documents requested by the Company. It is the Customer’s liability that all information provided during the signup process or any time thereafter must be accurate and truthful. 2.6. The Company has the right to check Customer’s suitability for the using Services in cases where the Customer do not provide the requested information and documents. The Company are under no obligation to provide the Services to an applicant Customer and may decline an application for Services in it`s own sole discretion. 2.7. Once the documents and information provided by the Customer is checked by the Company and the application has been approved, the Customer is entitled to start to use the Services provided by the Company. 3. OPERATION OF THE ACCOUNTS 3.1 Types of account 3.1.1. Personal Account The Company does offer Accounts opened in the names of its Customers. 3.1.2. Joint-signature accounts and Joint accounts The Company does not offer accounts opened in the names of more than one holder (so called “joint-signature accounts”) or joint accounts. 3.2 Power of attorney The Customer is entitled to grant a power of attorney to one or more attorneys, without power of substitution, in order to administer or effect the specified transactions on the account on his behalf, in his name and under his full responsibility. The corresponding power of attorney must be granted in writing and deposited with the Company. The Company nevertheless reserves therighttorefuse, if it sees fit, a proposed attorney or the power of attorney itself when the latter is not drawn up on the Company form. The Customer accepts that he has an obligation to the Company regarding all orders and transactions identified by the Company as having been given by the attorney(s), if they are covered by the authority granted in the power of attorney. The Company reserves the right, but has no obligation, to ask the Customer for confirmation of the instruction(s) given by the attorney(s). 4. PAYMENT SERVICES 4.1.The Company may provide its Customers with payment services such as the execution of payment transactions, including transfers of funds on a payment account with the user’s payment service provider or another payment service provider, execution of payment transactions where the funds are covered by a credit line for a payment service user, issuing and/or acquiring payment instruments, execution of payment transactions where the consent of the payer to execute a payment transaction is given by means of any telecommunication, digital or IT device and the payment is made to the telecommunication or IT system or network operator, acting only as an intermediary between the payment service user and the supplier of the goods and services and issuance and redemption of Electronic money. 4.2. Payment instruments 4.2.1.The payment instruments issued or remitted by the Company may be subject to special terms and conditions. 4.2.2.The Company reserves the right to block payment instruments remitted for security-related reasons or in the case of suspected unauthorized or fraudulent use of a payment instrument. 4.2.3.The Customermust take all reasonable steps to protect the payment instruments from loss, theft, misappropriation or fraudulent use. 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, in accordance with the appropriate procedures. 4.3. Terms of electronic money issuance and redemption 4.3.1. The Customer’s Account allows the Customer to deposit, transfer, keep funds in the Account for transfers, local and international money transfers executions, contribution payments, also to receive money to his Account, settle for goods and services, and perform other operations directly related to money transfers. All Company’s Services may only be used by the Customer if the Customer has performed identification procedures in accordance with the rules established in the Company’s System and in accordance to the Terms and Conditions. 4.3.2. Money held on a Customer Account is considered Electronic money which the Company issues after the Customer transfers or deposits money to his Account. After the Customer deposits or transfers money to his Account and the Company receives the money, the Company credits it to this Account, at the same time issuing Electronic money at the nominal value. The Electronic money is credited to and held on the Customer’s Account. 4.3.3. The specific method of depositing or transferring funds to the Account is selected by the Customer in his Account by choosing a particular function, which contains instructions for depositing money for each mean of payment. 4.3.4. The nominal value of Electronic money coincides with the value of money deposited or transferred to the Account (after deduction of a standard Commission fee applicable to a particular payment mean). 4.3.5. Electronic money held on Account is not a deposit and the Company does not, in any circumstances, pay any interest for Electronic money held on the Customer’s Account and does not provide any other benefits associated with the time period the electronic money is stored. 4.3.6. At the Customer’s request, Electronic money held on the Customer’s Account shall be redeemed at their nominal value at any time, unless otherwise agreed between the Company and the Customer. 4.3.7. The Customer submits a request for redemption of Electronic money by generating a Payment order to transfer Electronic money from the Customer’s Account to any other account specified by the Customer. 4.3.8. No specific conditions for redemption of Electronic money that would differ from the standard conditions for transfers and other Payment operations performed the Customer’s Account shall be applied. The amount of redeemed or transferred electronic money is chosen by the Customer. 4.3.9. No additional fee for Electronic money redemption is applied. In the event of redemption of Electronic money, the Customer pays the agreed Commission fee for a money transfer or withdrawal which depends on the method of Electronic money transfer or withdrawal chosen by the Customer. The agreed fee table for money transfer or withdrawal are applied. 4.3.10. Provided that the Customer terminates these Terms and Conditions and applies with the request to close his Account and delete it from the Company’s System, or the Company terminates the provision of its Services to the Customer and deletes the Customer’s Account from the Company’s System, money held on the Customer’s Account shall be transferred to the 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 belong 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 Terms and Conditions 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. 4.3.11 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. 5. THE SERVICES SUBSCRIBED ELECTRONICALLY ON THE COMPANY‘S PREMISES OR REMOTELY 5.1. The Company offers Customers the possibility to subscribe to certain Services electronically, on its premises or remotely. When the Customer chooses these services, he is agreeing to subscribe to the Services in question electronically, whatever the amount in question, up to the limits accepted by the Company. 5.2. In subscribing to one of Services electronically on the Company’s premises or remotely, the Customer accepts that the necessary pre-contractual and contractual documents shall be communicated to him in a durable medium other than paper, namely via electronic communications channels. The Company stores these documents on its servers and they are accessible to the Customer as part of his remote account access or in accordance with the methods agreed between him and the Company. The Customer is always able to print these documents or request for them to be printed onto paper and/or to save them to the hard drive of his computer or to any other durable medium. 5.3. When the handwritten signature has been replaced by a personal and confidential means of electronic access, such as providing an electronic signature, typing an identification number on a keyboard, electronically communicating a password, or any other technical procedure implemented by the Company, the use of such means by the Customer will have the same binding force as the use of a handwritten signature. 5.4. When the Customer remotely accesses the Company’s Services, he must ensure that his telecommunication equipment and subscriptions allow him to access the features offered. The information required to use remote financial services is available to the Customer on request. 5.5. The Customer agrees to use the software, programs and applications available to him, in accordance with the Company’s instructions and recommendations. He may not, in any form or manner, make them available to third parties or copy, decompile, adapt or alter them. 5.6. The electronic means of identification and authentication which the Company may make available to the Customer are personal and non- transferable. Any transaction carried out electronically allowing identification and/or authentication of the Customer is deemed to be initiated by the Customer. 5.7. The Customer agrees to notify the Company immediately of the loss or theft of his means of identification and authentication so that measures may be taken to block them. Failure to immediately notify the Company will constitute gross negligence by the Customer, incurring his liability where relevant. 5.8. In the case that the Customer subscribes the Services through a contract agreed remotely, he will benefit from a cooling- off period of 14 (fourteen) calendar days to cancel without penalty and without needing to give any reason. Any reimbursement following invocation of the cancellation right by the Customer will be made within 30 (thirty) days following receipt by the Company of the cancellation notice from the Customer. After this cooling–off period, the Customer may cancel the subscribed product(s) or service(s) in accordance with the general terms and conditions applying to the product (s) or service(s). 6. GENERAL RULES FOR CUSTOMER ORDER EXECUTION 6.1. In principle, the Company will execute instructions and orders when they are given by the Customer or on his behalf in a written and duly signed document. The parties may agree to an exception to this rule and allow the execution of instructions or orders given orally, by fax or by other electronic communications methods, whatever the amount in question, up to the limits accepted by the Company. The Company’s execution of these instructions or orders shall constitute proof of the parties’ agreement to said exception. In that case, the Company’s records, in and of themselves, shall constitute evidence of the agreed terms of execution. The Customer represents that it shall assume liability, alone and without contest, for any harmful consequences of fraud or errors in the transmission or comprehension of the message, including errors regarding the Customer’s identity, unless the Customer can prove that the fraud was perpetrated by the Financial Institution or its personnel. 6.2. If the Customer sends the Company a written instruction or order without specifying that it is confirming or modifying an instruction or order given orally, the Company shall be entitled to consider that the written instruction or order is a new instruction or order. 6.3. Customer orders will be executed within the time it takes for the Company to perform its verification and processing procedure and in accordance with the conditions of the market on which they are to be processed. 6.4. The Company reserves the right to postpone the execution of such instructions, to demand additional information or even written confirmation if it considers the instructions to be incomplete, ambiguous or lacking sufficient proof of authenticity. The Company will not accept liability for delayed execution under these circumstances. The Company may refuse to execute an order or suspend its execution when this order concerns transactions that the Company does not customarily handle, or the order violates the Company’s policies or code of ethics or is likely to involve a risk for the Company. 6.5. The Customer must alert the Company in writing in each particular instance in which payments are linked to meeting a deadline and delays in execution could cause a loss. These payment instructions must, however, always be provided sufficiently in advance and will be subject to the usual execution terms and conditions. When the Company is unable to execute these instructions within the required time, its liability towards the Customer will be limited to the loss of interest related to the delay. 6.6. Proof of order execution will be adequately established by the record of the transaction in the statement of account. 6.7. For operations in which the handwritten signature has been replaced by a personal and confidential means of electronic access, such as providing an electronic signature, typing an identification number on a keyboard, electronically communicating a password, or any other technical procedure implemented by the Company, the use of such means by the Customer will have the same binding force as the use of a handwritten signature. 6.8. In the event that the Customer order is executed by a third party, the Company does not accept liability in that regard if the third party was chosen by the Customer. 7. EXECUTION RULES FOR PAYMENT ORDERS 7.1. Account number and Company code 7.1.1. Account number and Company code For the execution of Payment orders, the Customer must indicate the account number in the IBAN format. For the execution of payment orders for which the account number is indicated in a format other than IBAN or for which the account number does not exist in the IBAN format, the BIC (SWIFT) code of the Beneficiary the Company or any other number or information allowing this Company to be identified must be supplied, under the Customer’s responsibility. Payment orders submitted without the account number in IBAN format may lead to delays and additional fees charged at the relevant rates in effect. The Company has the right to request additional and / or other mandatory information (for example amount and currency, Recipient’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. 7.1.2. File format Customers that are not consumers or micro-businesses must use ISO 20022 XML format when grouping individual payment orders, in a file, for transmission to the Company. If the Customer fails to transmit payment orders in the format requested, the Customer agrees that the Company may convert the files for execution purposes. 7.2. Payment order receipt date, requirements applied to Payment order and refusal to execute the Payment order 7.2.1. Subject to any provision to the contrary in the special conditions applying to the payment instrument or the relevant rate and fee schedule, payment orders will be considered received by the Company: – the same day, if they have been transmitted before the specified time limit, in accordance with clause 23; – the first Company’s working day thereafter, if they have been transmitted after the time limit or on a Company non-working day. 7.2.2. When there are insufficient funds in the account to be debited, the orders transmitted to the Company with no indication of an execution date will not be considered received by the Company. 7.2.3. The Company has the right to record and store any Payment orders submitted by any of the means agreed with the Company, and to record and store information about all Payment operations performed by the Customer or according to Customer’s Payment orders. 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. 7.2.4. 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 Customer’s authorized representative, 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 Customer’s costs. 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. 7.2.5. The Company has the right to involve third parties to partially or fully execute Customer’s Payment order, if Customer interests and/ or the essence of the Payment order requires so. In the event that the essence of Customer Payment order requires sending and executing the Payment operation further by another financial institution, but this institution suspends the Payment order, the Company are not liable for such actions of that financial institution, but the Company make attempts to find out the reasons for the suspension of the Payment order. 7.2.6. The Company has the right to suspend and / or terminate the execution of Customer’s Payment order, if so required by law or in case it is necessary for other reasons beyond the Company’s control. 7.2.7. In case the Company has refused to execute the Payment order submitted by the Customer, the Company shall immediately inform the Customer thereon or create necessary conditions for the Customer to get acquainted with such notification, except when such notification is technically impossible or forbidden by legal acts. 7.2.8. The Company does not accept and execute Customer’s Payment orders to perform operations on the Customer’s Account if funds on the Account are arrested, Customer’s right to manage the funds is otherwise legally limited, or in case operations are suspended by applicable legal acts. 7.2.9. If money transferred by the Payment order is returned due to reasons beyond the Company’s control (inaccurate data of the Payment order, the account of the Recipient is closed, etc.), the returned amount is credited into Customer’s Account. 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 Customer’s Account. 7.3. Execution time for a payment order 7.3.1. The execution date is the date on which the Customer account is debited. The execution time is the time necessary to credit the funds on the account at the beneficiary’s service provider. It runs from the order receipt date or from the execution date indicated by the Customer, on condition that the latter falls after the receipt date. 7.3.2. For Payment orders in euros with no currency conversion, inside the European Economic Area, the maximum execution time is one (1) Company’s working day from receipt. The execution time may be one day longer if the payment order is transmitted to the Company on paper. 7.3.3. For payment orders resulting in a currency conversion between the euro and the currency of a member state, the maximum execution time is also one Company’s working day from receipt, provided the transfer is made in euros and the conversion is carried out in the non-eurozone member state. 7.3.4. For all payment orders within the European Economic Area denominated in the currency of a member state, the maximum execution time is 4 (four) Company’s working days from receipt. 7.3.5. For all payment orders outside the European Economic Area, irrespective of the currency, or for payment orders within the European Economic Area in currencies other than the euro or the currency of a member state, the maximum execution time may be more than 4 (four) Company’s working days from receipt. 7.3.6. When the execution date for a standing order specified by the Customer falls on the last day of the month, and this day is not the Company’s working day, the Company will debit the Customer’s account on the preceding Company’s working day. 7.4. Conditions for the consent for the Payment order and the revoking the Payment order 7.4.1. The Payment operation is considered to be authorized only when the Payer expresses its consent for the execution of Payment operation. 7.4.2. 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. 7.4.3. The consent shall be expressed prior to the execution of Payment operation. 7.4.4. The Payment orders may not be revoked once they have been received by the Company, except for the cases provided in these Terms and Conditions. 7.4.5. Payment orders for which the Customer has indicated an execution date that falls after the receipt date may be revoked by the Customer no later than 5 (five) Company’s working day before the execution date. 7.4.6. If the Payment order had been initiated by the Recipient the Payer cannot cancel the Payment order after the Payment order has been sent or the Payer has given the consent to the Recipient to perform the Payment operation. 7.4.7. The Payment order may be canceled only in case the Customer (Payer) and the Company agree on this, however the consent of the Recipient is necessary. 7.4.8. The Company may charge fees for revoking the Payment order on the basis of the rates in effect. 7.5. The limits of the costs of the Payment operations, additional use of the measures to identity verifications, blocking the Account and / or suspension on the Services to the Customer 7.5.1. The maximum limits of the costs of the Payment operations may be set in the additional agreements signed between the Company and the Customer. 7.5.2. 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). 7.5.3. The Customer shall co-operate with the Company to investigate any suspected illegal, fraudulent or improper activity. 7.5.4. The Company is entitled to block the funds collected on the Customer’s account as follows: – 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; – if there is a suspicion that an unauthorized payment transaction was carried out through the Customer’s account; – the Customer is in delay in discharging its obligations under these Terms and Conditions; – 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; – the Customer is using the Company’s 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’s banking partners and such conduct may cause the Company a damage. 7.5.4. 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: – where the Company believes it is necessary or desirable to protect the security of the Customer account; or – if any transactions are made which the Company in its sole discretion deems to be: (a) made in breach of these Terms and Conditions 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 – 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 – 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 – 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. 7.5.5. 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. 7.5.6. In addition, the Company reserves the right (at its sole discretion) to suspend the Customer 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. 8. CONFLICTS OF INTEREST In the normal exercise of its activities, the Company encounters situations presenting potential conflicts of interest. A conflict of interest is a situation in which, in the exercise of the Company’s activities, the interests of the Company’s Customers and the interests of the Company (including its managers, employees, tied agents and any person directly or indirectly linked to it by control) are either directly or indirectly different and where the conflicted party will be affected by a decision taken. An interest is understood to mean a benefit of any sort whatsoever, material or immaterial, professional, commercial, financial or personal. The Company manages potential and established conflict–of-interest situations on the basis of ethical principles, like integrity, fairness, impartiality, respect for professional secrecy and the primacy of the Customer’s interests plus the separation of functions to ensure they operate independently. 9. UNICITY OF ACCOUNTS All the accounts of the same Customer, regardless of the type of account and the conditions that apply to them, are in a legal sense sub- accounts of a single and indivisible account. The balance of this single account is established after converting foreign currencies into euros at the exchange rate on the sub-accounts’ statement date. 10. CHANGES OF THESE TERMS AND CONDITIONS AND PRICES 10.1. These General Terms and Conditions are the subject to be changed from time to time. 10.2. The Company is entitled to change unilaterally these Terms and Conditions, applicable Prices and Commission fees and / or the terms of Services. 10.3. The Company is obligated to inform the Customer about the changes of these Terms and Conditions, applicable Prices and Commission fees and / or the terms of Services that make the Customer’s situation difficult (e. g. increasing the current Prices) at least 60 (sixty) calendar days before such changes will entry into force. 10.4. The Company notifies the Customer about the changes of applicable Prices and Commission fees and / or the terms of Services by the means indicated in the section 12 of these Terms and Conditions. 10.5. If no objection notice is received by the Company within the stipulated time frame, the Customer is deemed to have accepted the changes. 10.6. The Customer has the right to terminate these Terms and Conditions with immediate at any time and without charges after receiving the information about changes and before any changes stipulated in provided information becomes effective. 10.7. The Company has the right to change these Terms and Conditions, applicable Prices and Commission fees and / or the terms of Services due to important reasons and without the informing about that within the time frames as specified in clause 10.3 of these Terms and Conditions. In such cases, the Company will notify the Customer immediately about the changes services by publishing the information in our website and / or by post and / or by electronically messages sent to the Customer. In such case the Customer is entitled to terminate these Terms and Conditions immediately by informing the Company immediately about the termination of these Terms and Conditions in writing or in other manner agreed between the Company and the Customer. 10.8. The termination of these Terms and Conditions in accordance to the clauses 10.6 or 10.7 shall not release the Customer from the Customer’s obligations to the Company arising prior to the date of termination of these Terms and Conditions to be properly executed. 10.9. If the Customer does not use Customer’s right to terminate these Terms and Conditions in accordance with the clauses 10.6 or 10.7 of these Terms and Conditions, the Customer shall be deemed as accepted the changes to these Terms and Conditions, applicable Prices and Commission fees and / or the terms of Services made. If the Customer agrees with the changes to these Terms and Conditions, 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. 11. NON–EXECUTION EXCEPTION – RIGHT OF RETENTION The Company is entitled to suspend the execution of its obligations if the Customer fails to perform any obligations incumbent upon him, in any respect whatsoever. All sums and securities, regardless of their type, held by the Company on behalf of the Customer may be retained by the Company in the event of the Customer’s non-performance or late performance of his obligations. 12. CORRESPONDENCE AND COMMUNICATION 12.1. The Customer agrees that all information to be provided to him by the Company, will be provided either in paper format or in electronic format, by any means of communication that the Company considers appropriate taking into account all relevant circumstances, including: physical hand–over, regular postal mail, messages sent via the Company’s online platforms, e–mail, information posted on the Company’s website. 12.2. Where the law makes the provision of information via electronic communication (including e–mail and through a website) conditional upon the Company being satisfied that the Customer has regular access to the internet, such access will be presumed if the Customer has communicated an e-mail address to the Company that allows him to correspond with the Company or if the Customer has access to one of the Company’s online platforms. 12.3. Changes to the information referred to in the preceding paragraph shall be provided by the Company to its Customers in the same forms as the original, unless agreed otherwise. 12.4. The Company may not be held liable for any loss or damage that may occur during the transmission of this information. 12.5. Parties agree that all information to be provided by the Company and all communications between the Company and the Customer can be in any of the language(s) agreed from time to time between the Company and the Customer, as reflected in the Company’s files. However, Parties agree that the primarily communication, including personal communication between the Parties as well as these Terms and Conditions shall be executed in English. 12.6. Communications from the Company, be it through regular postal mail or electronic communication that the Company considers appropriate, will be deemed to have been delivered as soon as dispatched to the last address notified by the Customer. The Company may not be held liable for any loss or damage resulting from the Customer’s failure to receive communications from the Company. 12.7. The Customer must inform the Company in writing of any change of address, and he alone is liable for any consequences that may result from his failure to do so. 12.8. In relation to regular postal mail, the date shown on the copy or on the dispatch list in the Company’s possession shall be presumed to be the date of dispatch. Copies of correspondence shall be considered proof of dispatch. 12.9. In relation to regular postal mail, if correspondence is returned to the Company with an indication that the addressee is unknown at the address indicated or no longer lives there, the Company is entitled to hold this correspondence in its files as well as all subsequent correspondence intended for the Customer at the same address, under the Customer’s responsibility. This correspondence will be treated as post held at the Company. 12.10. Post held at the Company will be deemed to have been delivered on the date indicated thereon. The obligation to provide information will be met when that information is made available either in the form of a letter held on file or stored in electronic form and deliverable upon the Customer’s request. It is understood that in such cases the Customer accepts full responsibility and liability for any consequences that may result from its decision to have post held at the Company. 12.11. Notwithstanding the Customer’s request to have post held at the Company, the Customer agrees that the Company reserves the right to send any correspondence or communications through regular postal mail or electronic communication that the Company considers appropriate to the most recent address(es) provided by the Customer. In any event, the Company retains the right, but is not obliged, to contact the Customer by any means it deems necessary. 12.12. Where communications from the Company is made available on the Company’s website, www.fin-finity.com, they will be considered to have been received by the Customer the day after they are uploaded to the site. Where communications from the Company is made by referring in any of its documents to a website on which they are displayed, they will be deemed to have been received by the Customer on the date indicated on the relevant document. 12.13. In the event the Customer does not receive the documents, account statements or other notices relating to any given transaction within the usual time period necessary for delivery by regular postal mail or -as the case may be- through any other means of communication, the Customer must immediately inform the Company. 12.14. The Customer is entitled to get the information about these Terms and Conditions as well as these Terms and Conditions as itself in paper version or any other durable medium, in which we are able to provide such information 12.15. If the Customer would like to contact the Company about a concern relating to these Terms and Conditions, the Customer m contact the Company via in-app support or email email@example.com. The Company will try to resolve any issues the Customer may have about Customer’s Account or the Services. The Company will provide the answer within 14 (fourteen) Working days of receiving Customer’s concern unless the concern is of a “simple” nature and can be resolved with 1 (one) Working day from the receipt day. The Company will inform the Customer if exceptional circumstances arise, in which case it may take up to 30 (thirty) Working days to address Customer’s concern. 12.16. The Parties must promptly inform each other of any circumstances relevant to the proper performance of these Terms and Conditions. Upon the Company’s request, the Customer is obliged to provide the such circumstances (for example, a change of signature of Customer’s legal representative, the initiation and setting-up of the bankruptcy, reorganization, conversion, etc.) regardless of whether this information has been provided to the public registers. 13. RECTIFICATION OF ERRORS AND INFORMATION TO THE CUSTOMER ABOUT THE PAYMENT OPERATIONS 13.1. The Customer has an obligation to notify the Company of any error(s) contained in documents sent to him by the Company. Unless a written complaint is lodged within 30 (thirty) days of dispatch or availability of the documents, the information contained therein will be deemed correct, excepting any obvious material error, and the Customer will be deemed to have approved the documents in question. 13.2. When the Company has erroneously debited or credited a Customer’s account, it may immediately rectify the material error by crediting or debiting the account by the corresponding amount. 13.3. 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 Company’s Website as well as in the Customer’s personal Account. 13.4. The Company may provide the extract to the Customer about the provided Payment operations, which show as follows: 13.4.1. the amount of the Payment operation in the currency indicated in the Payment Order; 13.4.2. the Commission fees payable for the Payment operations and how the Commission fees are split up; 13.4.3. 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; 13.4.4. the date of write down of funds from the Account; 13.4.5. the date of incomes to the Account; 13.4.6. other information which shall be provided to the Customer in accordance to the applicable legal acts of the Republic of Lithuania. 13.5. The extract may be provided through the Customer’s Account. 13.6. 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 Customer’s personal Account, or by telephone, or by sending the e-mail or other method which is at that time safe and the most suitable to the particular situation. 14. RATES, COMMISSIONS AND TAXES, CURRENCY EXCHANGE 14.1. The Company will receive remuneration in exchange for the services it provides to the Customer on the basis of prevailing rates and according to the nature of the transactions. The Customer agrees to pay the Company all of the interest, commissions, costs and charges (the “Costs”) and incidental expenses that he may owe it, as well as any expenses incurred or committed by the Company in the interest of the Customer or his beneficiaries in the course of providing services. 14.2. The Company’s rate and fee schedule and any changes to these rates and fees is provided to the Customer in accordance with the section 10 of these Terms and Conditions. 14.3. Prices of the Company’s Services are in the annex named Prices list and which is the inseparable part of these Terms and Conditions. Prices of Services can also be indicated on Company’s website. 14.4. In cases where the rate and fee schedule does not provide the Customer with information regarding the cost of a transaction or order that he wishes to execute, the Customer must take care to inquire as to the applicable cost at his branch or from his usual contact before giving his order or concluding his transaction. In any case, when the Customer transmits an order and/or transaction to the Company, he is deemed to have apprised himself of and accepted the Company’s rates. 14.5. The Customer is notably responsible for: the cost of postage, telecommunications and searches, the expense incurred by the Company as a result of any legal proceedings initiated against the Customer in connection with the regularization or recovery of its receivable, or as a result of measures taken against the Customer by the authorities, and other costs committed by the Company in the interest of the Customer or his beneficiaries. 14.6. All stamp duties or registration fees, levies due on a transfer of assets, taxes, fees or payment on account of or in the event of any transaction with the Company will be charged to the Customer. 14.7. The Company is authorized to debit from the Customer’s account any sums that it is required to deduct by law or pursuant to these Terms and Conditions in connection with transactions, income received and other distributions relating to the account. 14.8. Except in the instances stipulated under law, the Company is not liable for any loss or damage that may be caused by the failure to make, or correctly make, the applicable tax withholdings. 14.9. The Customer authorizes the Company to debit charges, fees and commissions from his account, in which case the statements of account will serve as invoices for services rendered. 14.10. Unless otherwise agreed, the Customer authorizes the Company to debit from the Customer’s account any taxes that may be payable by the latter under a foreign law. The Customer is duly informed when the Company has decided to declare itself as paying agent for the account of its Customers. Accordingly, and to enable the Company to fulfil the administrative tasks relating to the payment of taxes to the foreign tax authorities, the Customer, in his own best interests, authorizes the Company for the entire duration of the Company relationship to provide access and/or transmit to the foreign tax authorities any Customer-related information or data required in the context of its role in monitoring the payment of tax. In order to determine whether a Customer is subject to the payment of tax, the Company takes into account the Customer–related information in its possession at the time the said transaction takes place. The Company shall not be held liable in the event of a payment error caused by the Customer. 14.11. The currency exchange rates are provided to the Customer before the Payment order. Currency exchange is based on the exchange rate which is valid at the moment of conversion and is constantly updated and published in the Company’s website. The Company may apply the changed basic exchange rate of currency immediately without a separate notice. 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 Company’s website. 15. PERSONAL DATA 15.1. In its capacity as a data controller, the Financial Institution processes personal data relating to each customer and its proxies or representatives. Data processing will be carried out insofar as such data is useful and necessary for managing customer relationships, managing accounts and loans, and managing related products and services; executing transactions of any kind; preventing misuse and fraud; securing communication channels; establishing statistics and tests; managing risk, disputes, and collections; developing commercial offers; and complying with legal obligations, particularly with regard to the fight against money laundering and the financing of terrorism and in compliance with the list of international financial sanctions and embargoes. The Customer authorizes the Financial Institution to perform such data processing and recognizes that the Financial Institution is free to use such personal information in the performance of its mission. In the absence of any objection by the Customer, the Customer authorizes the Financial Institution to process his personal data for the purpose of prospecting for business and marketing its Financial Instituting, financial and insurance products, or any other products promoted by the Financial Institution, affiliated companies or companies in the same Group as the Financial Institution. 15.2. Subject to legal and regulatory provisions, the personal information collected for these purposes is not intended to be disclosed to third parties other than the persons designated by the Customer and the companies whose involvement is necessary to carry out one of the functions cited above, including notably the Financial Institution’s subcontractors and outside service providers, an updated list of which will be provided to the Customer upon request. 15.3. In certain cases, personal data relating to the Customer’s shareholders and/or representatives and effective beneficiaries may be collected and processed by the Financial Institution for the same purposes and according to the same terms and conditions as set out in this clause. 15.4. Information may be retained for up to 30 years after the end of the Financial Institution relationship, or for an unlimited time in certain cases. The law confers responsibility for processing information on the Financial Institution. 15.5. Apart from the exceptions listed above, Financial Institution secrecy principles prevent the Financial Institution from disclosing personal data to third parties, except when provided for in law and/or in order to act as an intermediary for the collection and transmission of such information for a third party, unless the Customer has formally instructed such disclosure or it is required by virtue of a mandatory legal obligation. 15.6. According to law, the Customer has the right of access to personal data, as well as the right to rectify such data. 15.7. The proper functioning of accounts is subject to the existence of full and up-to- date Customer documentation. 15.8. The Customer agrees to inform the Financial Institution as soon as possible of any change in data collected and to supply the Financial Institution upon request with any additional information it deems useful to the maintenance of a Financial Institution relationship and/or that is required by the laws or regulations. 15.9. The refusal to communicate such data to the Financial Institution and the objection to the Financial Institution’s recourse to data processing techniques, notably in respect of information technology, when this is left to the Customer’s discretion, would be an impediment to the creation of a relationship or the maintenance of an existing relationship with the Financial Institution. 15.10. Personal data accompanying fund transfers is processed by the Financial Institution, by BEBAWA entities and by other specialized companies such as the Society for Worldwide International Financial Telecommunication (SWIFT). This processing may be done through the intermediary of local centers in European countries, the United States of America and elsewhere, operating in accordance with local laws. As a result, the authorities of these countries, notably the United States, may request access to personal data stored in processing centers as part of their fight against terrorism. Any Customer who gives an order to his Financial Institution to execute a payment or any other transaction de facto accepts that all data necessary for the proper execution of said transaction may be processed outside of Luxembourg. 15.11. When executing a transfer, the Financial Institution may communicate the IBAN account number, the name and the address of the Customer to the beneficiary of the transfer. 15.12. Within the scope of its professional duties regarding the fight against money laundering and the financing of terrorism and in compliance with the list of international financial sanctions and embargoes, the Financial Institution entrusts third parties with filtering financial transactions and fund transfers as well as alert management based on official lists of international sanctions such as those of the European Union and OFAC. Transactions and transfers that trigger an alert (i.e. when one of the pieces of data transmitted for the purposes of executing the transaction, such as the name of the beneficiary, the name of the principal, the address, the country or the communication description, matches or is very similar to a name that appears on a list of international sanctions), data pertaining to this transaction, after processing, shall be archived in the tool used by the parent company for a duration of 6 (six) years. Any Customer who instructs the Financial Institution to execute a payment or another operation de facto accepts that the requisite data for filtering and alert management linked to the fight against money laundering and the financing of terrorism and in compliance with the list of international financial sanctions and embargoes, including the Customer’s incorporation or identification documents and documents pertaining to the operation in question provided by the Customer, may be processed and archived outside of Luxembourg. 15.13. In accordance with its legal and regulatory duties regarding the automatic exchange of information with signatory countries, the Financial Institution may be liable to share certain personal information with the Luxembourg tax authorities, as stipulated by the applicable legal provisions. The Luxembourg tax authorities will share the data submitted by the Financial Institution with each foreign tax authority entitled to receive such data by virtue of the legal and regulatory obligations applicable in Luxembourg. 16. RECORDING OF TELEPHONE, ELECTRONIC AND FACE-TO-FACE COMMUNICATIONS 16.1. The Customer acknowledges and accepts that the Company conducts recordings of telephone communications. The purpose of these recordings is to provide proof, in the event of dispute, of a transaction or commercial communication. The Company will retain these recordings for a maximum period of 5 years after the end of relationship with the Customer, in accordance with current regulations. 17. SECURITY AND CORRECTIVE MEASURES 17.1. 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. 17.2. It is recommended to update software, applications, anti-virus programs, browsers and other programs in time. 17.3. It is recommended to protect devices with passwords, PIN codes or other safety instruments. 17.4. It is recommended to evaluate received emails with cautiousness, even if we are indicated as the sender. We will never request you 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 your Account. 17.5. It is recommended not to click on unknown links, open unknown documents, install software or application from unknown, unreliable sources or visit unsafe websites. 17.6. 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: 17.6.1. immediately inform the Company thereof and request to block Customer’s Account; 17.6.2. 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. 17.7. The blocking of the Account and the payment instrument 17.7. In addition to the clause 7.5, 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: 17.7.1. 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; 17.7.2. in case if the Customer does not follow with the terms of these Terms and Conditions; 17.7.3. 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. 17.8. The notices provided by the Customer regarding the unauthorized or improperly executed Payment operations 17.8.1. The Customer is obligated to check the information about the executed Payment operations at least 1 (one) time per month. 17.8.2. 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 within 5 (five) Working days from the acknowledge of such circumstances and in any case not later than within 60 (sixty) calendar days from the date on which (in Customer’s opinion) the Company executed unauthorized or improperly executed the Payment operation. The other terms of informing the Company about the circumstances described above may be used in cases in the cases set forth by the additional agreements signed between the Parties. 17.8.3. In case if the Customer does not notify the Company about the circumstances described in the clause 17.8.2 of these Terms and Conditions within the terms indicated in these General Terms and Conditions and the additional agreements between the Parties then it shall be considered that you unconditionally confirmed the Payment operations executed in Customer’s Account. 17.9. Customer’s liability for unauthorized Payments operations and Company’s liability for the unauthorized Payment operations 17.9.1. In case if the Customer is the Consumer and he denies the authorization of the executed Payment operation or declares that the Company executed improperly, the Company is obligated to prove that the Payment operation was authorized, it has been properly registered, entered in the accounts and was not affected by technical disturbances or other deficiencies in the Services provided by the Company. 17.9.2. 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 Client authorized the Payment operation or was acting not honestly and due the intentionally or due to the gross negligence not fulfilled the obligations set forth in the points 17.1 – 17.6 of these Terms and Conditions. 17.9.3. In accordance to the terms indicated in the point 17.8.2. of these Terms and Conditions 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 Working day, return 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. 17.9.4. If the Customer is the Consumer, the Customer bears all the losses that have arisen due to unauthorized payment operations for the amount of up to 50 (fifty) Euros if these loses have been incurred due to: a) usage of a lost or stolen payment instrument; b) illegal acquisition of a payment instrument if the Customer had not protected personalized security features (including identity verification instruments). If the Customer is not the Consumer, the Customer shall bear all losses for the reasons specified in this point, except as otherwise provided in these Terms and Conditions and / or the additional agreements signed between the Parties. 17.9.5. The Customer is liable for any losses caused by unauthorized Payment operation if such losses incurred to the Customer due to the Customer’s not honest actions or acting intentionally or due to the gross negligence suffered from them acting in bad faith or intent, or due to gross negligence or not fulfilling one or more of the obligations set forth in the point 17.1-17.6 of these Terms and Conditions and additional agreements signed between the Parties. 17.9.6. 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 have 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. 17.9.7. If the Company has the reasonable doubts that the request indicated in the point 17.9.6. of these Terms and Conditions 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. 17.9.8. Other terms of the liability of the Parties for the unauthorized Payment operations may be indicated in the additional agreements between the Parties. 17.10. Liability of the Company for proper execution of Payment operation 17.10.1. In case if the of the improperly execution of the Payment operation, the Company is liable only due to Company’s fault. The Company is not liable for third parties’ mistakes. 17.10.2. If the Customer is initiating the Payment order executes a Payment order by identifying a unique identifier, such Payment order shall be deemed to be executed properly if it was executed according to the specified unique identifier. The Company has the right, but the Company 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). 17.10.3. 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 carry out the said inspection (for example, in the prevention of money laundering risk) and find out clear mismatch between the unique identifier submitted to the Company and the Account holder’s name, the Company has the right not to execute such a Payment order. 17.10.4. If you (Payer) initiate properly the Payment order and the Payment operation is not executed or executed improperly, the Company, at Customer’s request, shall immediately and without charge take measures to trace the Payment operation and to inform the Customer about results of search. 17.10.5 The Company is liable for the properly initiated Payment order with the terms set forth by these Terms and Conditions and / or additional agreements signed between the Parties. 17.10.6. The Company is liable for the not applying the Commission fees or not giving back the already paid Commission fee in case if the Payment order was not executed or executed improperly due to the Company’s fault. 17.10.7. 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 Customer’s direct losses. 17.10.8. The Company is not liable for claims raised between the Recipient 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. 17.10.9. Limitations of Company’s liability shall not be applied if such limitations are prohibited by the applicable law. 17.10.10. The conditions of the re-payment of the amount of the Payment operations of the Recipient or initiated by the Recipient are the same as they are set forth in Law on Payments of the Republic of Lithuania, unless otherwise agreed by the Parties. 18. CUSTOMER’S TAX OBLIGATIONS The Company calls the Customer’s attention to the legal and regulatory obligations that he is personally responsible for satisfying on account of his nationality or place of residence. In particular, the Customer must comply with the tax laws that apply to him and must ensure that any instruction or order that he transmits to the Company for execution also complies with such laws. The Company shall not incur any liability in the event the Customer fails to comply with said rules. The Company conducts the necessary checks enforced by international agreements and/or legal and regulatory provisions. The Customer is responsible for requesting that the Company provide any statements or documents that may be necessary in order for him to satisfy his tax obligations. 19. PROOF 19.1. The records, books, documents and files of the Company, in any form whatsoever, will have evidential value, unless proven otherwise. 19.2. The Customer may disprove micrographic reproductions and electronic data recordings made by the Company from original documents only by submitting a document of the same nature or in writing. 19.3. The Customer accepts that the technical procedures implemented by the Company with regard to products and Services electronically subscribed in-house or remotely may be used and quoted by the Company in court and shall demonstrate by their contents: – the identity of the Customer, – his consent regarding the contents of the subscribed action, – the indivisible link between the action and the Customer’s electronic signature, – the integrity of the action. The Customer accepts that these technical procedures will have the same binding force as the use of a handwritten signature. 20. COMMERCIAL INFORMATION Commercial information is provided by the Company in accordance with accepted customs and practices and in compliance with Company secrecy. 21. OUTSOURCING The Customer is aware and accepts that the Company may decide to outsource some of its operations. The Company outsources its operations only to approved financial sector professionals, in compliance with the laws in force. 22. TERMINATION OF RELATIONS BETWEEN THE FINANCIAL INSTITUTIONAND THE CUSTOMER 22.1. Unless there is a provision to the contrary in a special agreement between the Company and theCustomer, either party may terminate the relationship at any time without stating a reason. 22.2. When the Company provides payment services to a Consumer Customer, the notice period is 2 (two) months. 22.3. In any case, if the Company considers that the solvency of its Customer is compromised or that the guarantees obtained are insufficient or that the guarantees requested have not been obtained or that it may incur liability as a result of the continuation of its links with the Customer or that it appears that the Customer’s transactions may be contrary to public order or morality, the Company may terminate its relationship with the Customer with immediate effect and without prior notice. In that event, all the deadlines granted for performance of the Customer’s obligations will become null and void and the provisions will apply. 23. PLACE OF PERFORMANCE OF OBLIGATIONS Unless stipulated otherwise, the registered office of the Company is the place of performance of the Company ’s obligations towards the Customer and of the Customer’s obligations towards the Company. 24. COMPLAINTS 24.1. These Terms and Conditions is drawn up in accordance with the law of the Republic of Lithuania. Relationships not covered by these Terms and Conditions are governed by the applicable legal regulations. 24.2. The disputes between the Customer and the Company shall be solved through negotiations. 24.3. In case if the dispute cannot be solved through negotiations, the Customer can submit a complaint 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 Customer’s legal rights and interests while providing Services. The Customer can add other available evidence that justifies the need for such a complaint. If the Customer would like to submit a formal complaint, then the Customer shall send the email to firstname.lastname@example.org. 24.4. Upon receipt of a complaint from the Customer, the Company confirms receipt of the complaint 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 complaint 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 14 (fourteen) calendar days. 24.5. In case the Customer is the Consumer and considers that his/her complaint was solved not right, the Customer has the right to complain directly to the Bank of Lithuania as the Company is electronic money institution established and licensed in Lithuania. The complaint to the Bank of Lithuania may be submitted by following: 24.5.1. via the electronic dispute settlement facility E-Government Gateway; 24.5.2. 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 24.5.3. 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 24.6. More information about the procedure of submitting the compliant to the Bank of Lithuania may be in the website of the Bank of Lithuania. 24.7. 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. 24.8. 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. 25. FORCE MAJEURE 25.1. Under no circumstances shall the Company be liable to the Customer for any events which is beyond Company’s reasonable control, including but not limited to acts of God, war, terrorist activity, sabotage or riots, floods, fires, explosions or other catastrophes, hacking attacks or hardware breakdowns. 25.2. Without limiting the generality of clause 25.1., the Company shall not be liable for a failure of any IT system, communication system or payment system regardless of whether such failure is caused by hardware of software failure. The foregoing shall not apply to failures of systems owned by the Company or that are subject to Company’s direct technical control and access if the Company has failed to maintain protective measures against their failure in accordance with a business continuity plan in accordance with general industry practice and have failed to reasonably mitigate the effects of the system failure after its occurrence. 26. ASSIGNMENT, THIRD PARTIES RIGHTS The Customer may not assign any of Customer’s rights under these Terms and Conditions to a third party without Company’s prior written consent. 27. SEVERABILITY If any part of these Terms and Conditions 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 Terms and Conditions which shall continue to be valid and enforceable to the fullest extent permitted by law. 28. CONFIDENTIALITY 28.1. During the term of these Terms and Conditions and their after each party shall use and reproduce the other parties Confidential Information only for purposes of these Terms and Conditions and only to the extent necessary for such purpose and will restrict disclosure of the other parties Confidential Information to its employees, consultants or independent contractors with a need to know and will not disclose the other parties Confidential Information to any third party without the prior written approval of the other party. 28.2. Notwithstanding the foregoing, it will not be a breach of these Terms and Conditions for either party to disclose Confidential Information of the other party if required to do so under law or by order of a competent court or government authority. 28.3. No confidentiality obligations shall apply to information that (i) is or becomes public knowledge through no action of the other party; (ii) is known to the receiving party without restriction prior to receipt from the other party from its own independent sources as evidenced by such party’s written records and which was not required, directly or indirectly, from the other party; (iii) a party receives from any third party having a legal right to transmit such information without being under any obligation to keep such information confidential; or (iv) is independently developed by a receiving party’s employees or agents provided that such party can show that their employees or agents had no access to the Confidential Information. JURISDICTION AND APPLICABLE LAW Unless expressly stipulated otherwise, relations between the Company and its Customers will be governed by Lithuanian law. The courts of the Republic of Lithuania shall have sole jurisdiction in any dispute between the Customer and the Company, but the Company may initiate proceedings in any other court which, in the absence of the foregoing election of jurisdiction, would have normally exercised jurisdiction over the Customer.