Personal / General Spend Card Terms and Conditions of Use

Document Last Updated: June 2 2021.
These Terms & Conditions are for customers who reside in the European Economic Area.


1. The card

1.1 These terms and conditions apply to any holder of this card (‘the card’). By using your card, you are demonstrating your agreement to these terms and conditions.
1.2 The card is promoted by the co-brand partner Cryptopay Ltd, a company registered in England and Wales (company number: 08730592) whose registered office is at the 8 Devonshire Square, Spitalfields, London, EC2M 4PL (the “Card Distributor”) and is issued by UAB “PAYRNET”, a company incorporated in the Republic of Lithuania (company number: 305264430) with its head office at AltSpace, Islandijos str. 6, LT-01117, Vilnius, the Republic of Lithuania, and its registered office at Islandijos str. 6, LT-01117, Vilnius, the Republic of Lithuania (hereinafter referred to in these Terms as “PayrNet” “we”, “us”, “our”). We are the issuer of your Card. PayrNet can be contacted by email – support@payr.net. PayrNet web address is https://www.railsbank.com/payrnet. We are an Electronic Money Institution authorised by the Bank of Lithuania under the Law on Electronic Money and Electronic Money Institutions (license reference 72, issued on 2020-08-28) for the issuing of electronic money and provision of the related payment services.
1.3 PayrNet is a wholly owned indirect subsidiary of Railsbank Technology Limited (via UAB Railsbank Technology) and provides regulated financial services to Railsbank customers. PayrNet outsources all IT and Operations processes to Railsbank, and therefore both Railsbank Technology Limited and UAB Railsbank Technology fall under the Railsbank Privacy Policy for the purposes of clause 11 (Data Protection).
1.4 You will apply for a card in a stated currency. All references to that currency in these terms and conditions are relevant to you.
1.5 The Card is an E-money product and as such it is not covered by the Deposit Insurance Scheme of the Republic of Lithuania or a comparable guarantee scheme in any other country. You may only use the Card for lawful transactions.
1.6 These terms and conditions are available online at https://nearpay.co/card-terms-eu. You can request a copy of these terms and conditions at any point in their duration.


2. Definitions

In these terms and conditions, the following words and phrases have the meanings shown next to them:
ATMmeans automatic teller machine or cashpoint facility or cash dispenser;
Business day – means a day when the clearing banks in Vilnius are open for business, excluding Saturdays, Sundays and public holidays in Lithuania;
Card / card – means your Cryptopay Visa Prepaid Card (including any secondary / companion or replacement card); A card in the context of these Terms and Conditions may mean a virtual or a physical card;
Card scheme means Visa;
Electronic Money Institution means licensed electronic money institution, authorized to issue E-Money and provide payment services (as defined in the Law on Electronic Money and Electronic Money Institutions of the Republic of Lithuania and the Law on Payment Institutions of the Republic of Lithuania).
Fees a variety of charges that can be raised for purchase and ongoing use of the card;
PIN – means personal identification number i.e. the security number provided for use with the card;
Purse value means the maximum value of funds that can be held with the card any one time;
Supplier – a retailer, merchant or other supplier of goods and/ or services which accepts payment by means of a card, card number, PIN or card and signature;
Summary Box The section that includes notification of charges, limits and restrictions associated with the card;
Supplier’s bank – the merchant acquirer used by the supplier for the purposes of receiving payments arising from transactions;
Prepaid Card – means a card with the features set out in these terms and conditions;
Verification of identitymeans confirming personal identity and address of you by conducting electronic verification of your details or by you providing documentation of identity;
Virtual card – means a prepaid card, where card data required to conduct a payment with the card is available in electronic form only;
We / us / our means PayrNet or co-brand partners acting on our behalf;
Websitemeans https://www.cryptopay.me or any of our associated websites, APIs or mobile applications;
Year – 12-month period following the date when the card is issued to you and each subsequent 12-month period;
You / yourmeans the person or persons who have received the card and are authorized to use the card as provided for in this Agreement.


3. International payments

3.1 The Card is an E-money product and as such it is not covered by the Deposit Insurance Scheme of the Republic of Lithuania or a comparable guarantee scheme in any other country. You may only use the Card for lawful transactions.
3.2 These terms and conditions are available online at https://nearpay.co/card-terms-eu.
3.3 You may only use the Card for lawful transactions treat payments made to payment service providers outside the European Economic Area (EEA) will change as will payments in non-EEA currencies to payment services providers within the EEA and unless stated otherwise, your terms and conditions will apply equally to such payment transactions.
3.4 You'll no longer be able to pay charges for anyone you're making a payment to within the EEA (regardless of the currency of the transfer).
3.5 The European Economic Area (EEA) includes all the member states of the European Union, Iceland, Norway and Liechtenstein.


4. Third Party Providers

4.1 The Card is an E-money product and as such it is not covered by the Deposit Insurance Scheme of the Republic of Lithuania or a comparable guarantee scheme in any other country. You may only use the Card for lawful transactions.
4.2 You can choose to allow a Third-Party Provider (“TPP”) to access information on your account, to combine and display information about your account with information from accounts you have with other payment service providers, and, if applicable to your payment instrument, to make payments for you from your account, provided the TPP is authorised by the Financial Conduct Authority (“FCA”) U.K or another European regulator and you have given your explicit consent.
4.3 If you do, you must keep us informed of any incorrect or unauthorised transactions that happen so we can take steps to stop further misuse of your payment instrument and arrange any refund you've been entitled to.
4.4 If you are thinking of using a TPP, it is important you check with the regulator whether it is authorised before you use it.
4.5 We can refuse or stop access to a TPP if we're concerned it isn’t authorised or if we believe it's fraudulent or acting fraudulently. If that happens, we'll contact you to explain why unless we believe that would compromise our security or it would be unlawful.
4.6 This change will not affect any customers who do not use TPPs.


5. Loading the card

5.1 The Card is an E-money product and as such it is not covered by the Deposit Insurance Scheme of the Republic of Lithuania or a comparable guarantee scheme in any other country. You may only use the Card for lawful transactions.
5.2 You will now be charged a standard administration fee to load your payment instrument.
5.3 This fee will apply to all loading methods.
5.4 All other fees will continue to apply as before. An up to date fee schedule is attached to this notice.
5.5 The time that it takes for your card balance to be updated when you load your card depends on the method that you use and the time that it takes for the funds to be sent to the Issuer. If the Issuer receives the funds on a business day, your card will be updated with the amount on the same business day. If the Issuer receives the funds on a day that is not a business day, the Issuer will update your balance on the next business day. You can check the transfer time, for example, with your bank or credit card provider if paying from a bank account or credit card.
5.6 When funds are loaded onto your card, the payment is made in the same currency as that of your card. The currency you have used to load your card may be different to that of the card. The exchange will take place at the rate offered by the relevant FX provider, and FX conversion fees may be applied. You accept that the FX conversion rates may not be the best available in the market at the time. Your statement will show the exchange rate used which applied on the date that the card was loaded. Exchange rates may change and the exchange rate which applies when you check may not be the exchange rate that was used to convert your funds to load your card.


6. Use of the card

6.1 The card is a prepaid product which can be used to pay for goods and services at retailers that display the Card Scheme symbol. To use the card, present it at the time of payment. Use it in full or part payment of your purchase.
6.2 When you receive your card, you may call +44 (0) 8447 744 502 (standard rates apply) and input the personal information unless your other card has been lost or stolen and you have reported the loss or theft to us. Alternatively, you can login to your account at the Website and activate your card from there.
6.3 You must not make purchases that exceed the balance of funds available on the card. Your balance will be reduced by the amount of each purchase you make. If any purchase takes you over your available funds or the card limits in force from time to time and set out in condition ATM withdrawal limit the transaction will be declined.
6.4 You can use the card to make purchases in-store, via the internet or over the phone. Virtual cards can be used to make purchases via the internet or over the phone. The plastic card can be used to obtain cash through ATMs. There is no cash back facility. This is not a debit card supported by a bank account and is not in any way connected to a bank account. It is also not a guarantee card, charge card or credit card. You will not earn any interest on any funds loaded on to the card.

You must not use the card for:
6.4.1 transactions at self-service petrol pumps;
6.4.2 transactions for cash (other than ATM withdrawal) including for example cash back, cash from a bank, money orders, traveller’s cheques, foreign exchange, or bureau de change, or,
6.4.3 any illegal purposes.
6.5 Your card cannot be used in situations where it is not possible for the supplier to obtain online authorisation that you have sufficient balance for the transaction. For example: transactions on trains, ships, and some in-flight purchases.
6.6 We may stop, suspend or restrict your card or PIN on reasonable grounds relating to:
6.6.1 the security of your card, card number or PIN, and,
6.6.2 the suspected unauthorised or fraudulent use of your card or PIN. We will, if possible, inform you before stopping, suspending or restricting your card or PIN that we intend to do so and the reasons for doing this. If we are unable to do so then we will inform you immediately afterwards. The requirement to inform you does not apply where it would compromise reasonable security measures, or it would be unlawful to do so.
6.7 We are not responsible for the quality, safety, legality, or any other aspect of any goods or services purchased with the card. We are not liable for the failure of any merchant to honour the card.

6.8 We will not issue the main card under these terms and conditions to anyone under the age of 18 years old.
6.9 We will perform screening of your name against sanctions lists and will verify your identity and your current residential address via documents that will be requested during the onboarding process.
6.10 Card is only available to eligible cardholders, who must be residents in EEA.


7. Transactions

7.1 You agree that any use of your card, card number or PIN constitutes your authorisation and consent to a transaction.
7.2 The time of receipt of a transaction order is when it is received by us. If a transaction order is received after 6 pm on a business day then it will be deemed to have been received on the next business day. If receipt does not fall on a business day then it will be deemed to have been received on the next business day.
7.3 You cannot stop a transaction after it has been transmitted to us by giving your consent to the transaction, or once you have given your consent to the supplier for a pre-authorised payment.
7.4 We may refuse a transaction or suspend or terminate the right to top up your card. We may do this if the relevant phone or computer link is busy. We may also do this if:
7.4.1 a transaction might take you over your available funds on the card; or
7.4.2 a transaction might take you over any of your card limits; or
7.4.3 We reasonably believe that we need to do so to keep to the rules of the payment system under which your card is issued; or
7.4.4 We reasonably believe that there are needs to do so to comply with any law or as a matter of good practice.


8. Foreign currency transactions

8.1 The card can be used for transactions which are not in the currency of the card although a fee will be applied for doing so.
8.2 If you make a transaction in a currency other than the currency of the card, we will change the amount into the currency of the card at the rate offered by the relevant Card scheme, and FX conversion fees may be applied. You accept that the Card scheme rates may not be the best available in the market at the time. We will charge a service charge (commission), see Summary Box.
8.3 Exchange rates may change, and the exchange rate which applies on the date that you make your transaction may not be the same as the exchange rate we use on the date that we convert the transaction charge and deduct the service charge from your balance. The exchange rate applied will include this service charge. You can check the exchange rate used as described in condition 7. Your online statement will show the service charge.


9. Payment Transaction for Unknown Amounts

9.1 Exchange rates may change, and the exchange rate which applies on the date that you make your transaction may not be the same as the exchange rate we use on the date that we convert the transaction charge. And,
9.2 For card-based payment transactions where you do not know the exact amount of the payment transaction at the time you authorise it, we will not block funds on your payment instrument unless you authorise the exact amount to be blocked. This could be the case for payments you make at hotels or at fuel stations for example.
9.3 We shall release any blocked funds without undue delay as soon as we are aware of the exact amount of the payment transaction and immediately after receipt of the relevant payment order.


10. Late Execution of Payment Transactions

10.1 If you are unable to make payments directly from your account to another person and if a payment you asked us to make within the EEA arrives later than it should have, you can ask us to contact the receiving bank and ask them to treat it as if it was made on time.


11. Checking your balance

11.1 To check the available balance on your card or to review your transactions visit www.cryptopay.me and follow the relevant instructions on the Website.
11.2 You can decide whether information about your payment instrument should be actively provided by us (e.g., we can send a notification to your email address) or instead made available for you to obtain (e.g., via your online account, without an accompanying email notification).


12. When your card expires

12.1 The card’s expiry date is printed on the card. You must not use the card after its expiry date, and you will not be able to reload it. An additional cardholder’s card will expire on the same date as the main cardholder’s card. In the case of a virtual card, the card’s expiry date is available in your profile on the Website.
12.2 Your card will not be renewed unless you have requested renewal through the Website.
12.3 If you renew your card in circumstances under condition 12.2 this agreement will continue to apply.
12.4 If you request that your card is not renewed under condition 12.2 you will not be able to use it after its expiry date. You can redeem any outstanding balance on the card up to 6 years after the expiry date by following the process in condition 13. If any balance remains on the card for more than 6 years after the expiry date, it will not be refunded.


13. Redemption

13.1 At your request, part or all of the E-Money held on the Card will be redeemed at their par value at any time, except if otherwise established under these Terms or legal acts. You can choose the amount of redeemed E-Money. Where redemption of E-Money is requested by you on or up to one year after the date of the termination of these Terms, the total monetary value of the E-money held by you will be redeemed.
13.2 You can redeem all or part of your balance by writing to us at support@nearpay.co, until the date that is 6 years after the expiry date shown on your card. We will transfer any redeemed funds into a EUR bank account via SEPA which is in your name and held with a bank in the Single Euro Payments Area. We may request proof from you of the account name.


14. Liability

14.1 If your card is physical, you must sign your card as soon as you receive it and keep it safe. You must always make sure that you:
14.1.1 do not allow anyone else to use your card;
14.1.2 do not reveal your PIN and never write down your password(s), PIN or any security information you have given us unless you do this in a way that would make it impossible for anyone else to recognise any of that information;
14.1.3 only release the card, card number or PIN to make (or try to make) a transaction, and
14.2 If your card is lost or stolen or someone else finds out the PIN or if you think your card, card number or PIN may be misused, you must:
14.2.1 Call us immediately on +44 (0) 8447 744 502 (standard rates apply) - we have a 24 -hour service so that we can stop your card and PIN or notify us by e-mail at support@nearpay.co (if we receive your email during our normal business hours, the notice will take effect immediately. If we receive your email outside of our normal business hours, the notice will not take effect until the start of our next working day) or block the card yourself in your personal profile on the Website, or;
14.2.2 if we ask, write to us within seven days to confirm the loss, theft or possible misuse (address is 8 Devonshire Square, Spitalfields, London, EC2M 4PL), and
14.2.3 stop using the card, card number or PIN immediately. If you find the card after you have reported it lost, stolen or misused, you must cut it up and tell us as soon as you can.
14.3 If your card, an additional cardholder card, or any replacement card, is lost or stolen, once you have reported it you can request a replacement by calling on +44 (0) 8447 744 502 (standard rates apply). This is set out in the Summary Box.
14.4 You may not be liable for any use of the card, card number or PIN by another person who does not have your permission to use it or if it is lost, stolen or destroyed, unless:
14.4.1 you agreed to that person having your card, card number or PIN, or through gross negligence or carelessness, failed to comply with condition 14.1, in which case you may be liable for any use that occurs before you tell us in accordance with these terms and conditions, or
14.4.2 you acted fraudulently then, to the extent permitted by law, you may be liable for misuse of the card, card number or PIN.
14.5 Unless you have acted fraudulently or with intent or gross negligence, you will only be liable for a maximum of EUR 50 (or the equivalent in the currency of your payment instrument) up until the time you inform us that your payment instrument has been lost or stolen. You will not be liable for any losses which occur on your payment instrument after you have informed us that it has been lost or stolen. If you're due a refund for an unauthorised transaction, we'll make sure you receive this no later than the end of the next business day.
14.6 If your card is used without your permission, or is lost, stolen or if you think the card may be misused, we may disclose to law enforcement agencies, any information which we reasonably believe may be relevant.
14.7 We will not be liable for:
14.7.1 any abnormal or unforeseeable circumstances outside our reasonable control (for example, a failure of computer systems which happens for reasons outside our reasonable control or any industrial action which happens for reasons outside our reasonable control) if this prevents us from providing its usual service;
14.7.2 any unauthorised or incorrect transaction, unless and until you tell us about that transaction, in accordance with this section;
14.7.3 any person refusing to accept or honour (or delays in accepting or honouring) your card, card number or PIN, or
14.7.4 any cash dispenser failing to issue cash. We will not be liable for the way in which you are told about any refusal or delay.
14.8 In case of errors or disputes about transactions, write to us at support@nearpay.co.


15. Altering these Terms and Conditions

15.1 We may change any of these terms and conditions, including fees and charges, or introduce new terms, by giving you at least two months’ notice (unless there are exceptional circumstances). We may make all amendments to these Terms by posting the revised Terms on the Website or by emailing it to you, indicating when the revised Terms become effective.
15.2 If we change these terms and conditions, the new terms and conditions will be available at https://nearpay.co/card-terms-eu from the date the change takes place.
15.3 You will be deemed to have accepted any change to these terms and conditions unless you notify us of any objection before the proposed date of the change.
15.4 Between the posting of the revised Terms or receipt of the notice and the proposed date of change, if you notify us that you do not accept the change, this agreement will terminate immediately and subject to condition 13.1 you can redeem your total balance at that time without charge.


16. Cancellation rights

16.1 If you change your mind about having the card, you can cancel it within 14 days of the date you receive confirmation of your application being approved by writing us at support@nearpay.co. You will not be charged for cancelling the card during this period. We will refund any balance remaining on the card to you and any fees that you have paid.
16.2 We will reimburse you in EUR. If your card denominated in a supported currency other than EUR, we will convert an appropriate amount or value of the relevant non-EUR currency into EUR, before transferring a corresponding amount of EUR. If we do this, the exchange will take place at the rate offered by the relevant FX provider, and FX conversion fees may be applied. You accept that the FX conversion rates may not be the best available in the market at the time.


17. Ending this agreement

17.1 We may terminate this agreement at any time. Unless there are exceptional circumstances, we will give you 2 months’ prior written notice.
17.2 You can terminate this agreement and close the card by emailing us at support@nearpay.co or by following the relevant instructions on the Website provided you have withdrawn any balance remaining on the card subject to conditions 15.4 and 16.
17.3 If you do not redeem your full balance within 6 years of your card’s expiry date, this agreement terminates.
17.4 If for any reason you have some available funds left in your Account following the termination of these Terms, you may redeem them by contacting us using the contact details set out in clause 13.2.


18. General

18.1 By entering into this agreement, you agree that we may use your information in accordance with the ‘Data Protection Act 2018 and GDPR Data protection’ section of these terms and conditions, as set out in condition 21.
18.2 We may monitor and/or record telephone calls between you and us or service providers.
18.3 You must provide us with an email and postal address and phone number and let us know of any changes.

18.4 We may need to contact you urgently if we suspect or find fraudulent activity has occurred on your account (provided we are not prohibited from doing so by law) or if we suffer a security threat. To do so, we may (for example) send you a text message instead of calling or emailing you, if we think this is the quickest way to contact you. When we contact you, we will also give you information on how you can minimise any risk to your payment instrument depending on the nature of the security threat.
18.5 We’ll use the same contact details which you have already provided us with when contacting you. You must inform us immediately if your personal details or contact information change.
18.6 We may transfer our rights or obligations under this agreement or arrange for any other person to carry out its rights or obligations under this agreement. You may not transfer any of your rights or obligations under this agreement.
18.7 We can delay enforcing its rights under this agreement without losing them.
18.8 If we cannot enforce any paragraph, condition or part of a paragraph or condition under this agreement, it will not affect any of the other paragraphs, conditions or the other part of the paragraph or condition in this agreement.
18.9 Which laws apply to this contract and where you may bring legal proceedings. These Terms are governed by Lithuanian law and you can bring legal proceedings in respect of these Terms in the Lithuanian courts.
18.10 The Terms and all communications will be in the official language (Lithuanian) and in English, or, by agreement between you and us, in another language agreed. We shall communicate in the official language (Lithuanian) or in English, or by agreement, in another language agreed between you and us. You may request a copy of these Terms free of charge at any time during the contractual relationship. If we need to contact you in the event of suspected or actual fraud or security threats, we will first send you an SMS or email prompting you to contact our customer services team using the contact information we have been supplied with.


19. Payment services information

19.1 This condition 19 only applies if the supplier’s bank is located within the European Economic Area (EEA) and the payment services being carried out are transacted in Euro, or another currency of an EEA member state.
19.2 We will ensure that a transaction you make is credited to the supplier’s bank, or that returned funds following redemption or cancellation are credited to your bank within these timescales:
19.3 If you use your card or provide your card details to a supplier to make a transaction before you know the amount which is going to be charged to your card, then you may be entitled to request a refund if the amount is unexpectedly large, provided that you tell us within eight weeks from the date the transaction is deducted from your balance but you will NOT be entitled to a refund if you have been told by us, or the supplier, of the amount of that transaction at least two weeks before the transaction is due to be deducted from your balance, and you consented to the transaction.
19.4 On receipt of such a request under condition 19.3, we may require you to provide us with the information to ascertain whether the conditions in condition 19.3 have been met. Within 10 business days of receiving a request from you under condition 19.3 or of receiving any additional information required under this paragraph, we will provide a refund or justify why we are refusing the request.
19.5 We are liable for the correct execution of the transaction unless we can prove that the transaction was received by the supplier’s bank, in which case the supplier’s bank is liable to the supplier. You may request that we make immediate efforts to trace an incorrectly executed transaction and notifies you of the outcome.
19.6 When a supplier initiates a transaction, it is the supplier’s bank which is liable for the correct transmission of the relevant details to us. If the supplier’s bank can prove that it is not responsible for a transaction which has failed or has been incorrectly executed, we will be responsible to you.
19.7 If we are responsible for an incorrect amount of a transaction being deducted from your balance, we will correct the error. If we are responsible for a transaction being deducted from your balance which you did not authorise, we will refund the amount of the transaction to your balance and treat the transaction as if it had never occurred. You must inform us of an unauthorised or incorrect transaction as soon as possible and in any event no later than 13 months after the debit date. If you do not do so, we may not be liable.
19.8 We are not liable if you incorrectly identify the supplier under a transaction. In such a case, we will make reasonable efforts to recover the funds involved.



20. Complaints and how to contact us

20.1 If you would like to make a complaint, or contact us for any other reason connected to these terms and conditions please e-mail us at support@nearpay.co and send us our Complaints Form filled in with the details of your complaint. We have procedures in place to make sure that we handle your complaint fairly and quickly.
20.2 We will try to resolve any complaints you have about your payment instrument or the service we provide to you within 15 business days of receiving your complaint and in exceptional circumstances, within 35 business days (and we will let you know if this is the case).
20.3 Where we fail to resolve your complaint within the 15 day time frame, or if you feel that the complaint was not handled appropriately, (including cases where the complaint was not properly identified as a complaint), you have the right to file a complaint to PayrNet if you believe that we provide our services improperly or our operations breach customers’ rights or legitimate interests. The filing of complaints and complaint handling process is free of charge at PayrNet.
PayrNet shall accept complaints submitted in person (directly to Customer Service employee, verbally or in writing), by regular or registered mail (sending it to PayrNet’s registered office Islandijos g. 6, 01117, Vilnius or actual place of business), email (at the address info-vilnius@payr.net ) or through the digital channels provided by PayrNet’s online and mobile platforms.
The complainant may request a review of the complaint from the Financial Market Supervision Service of the Bank of Lithuania.
Financial Market Supervision Service of the Bank of Lithuania may be contacted via:

21. Data protection

21.1 Protecting your privacy is very important to us. In order to know how we manage your information, please refer to the Privacy Policy https://www.railsbank.com/privacypolicy. Where your data is processed by co-brand partner, please refer to the privacy policy which can be accessed here: https://cryptopay.me/legal/privacy_policy.
21.2 To comply with applicable, know-your-client-rules and anti-money laundering regulations (such as the Law on the Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania No VIII-275 of 19 June 1997 (as amended), we and/or the Card Distributor and/or each partner shall be entitled to carry out all necessary verifications of your identity. The above-mentioned partner and the Card Distributor may use a recognised agency for this verification purposes (details of the agency used will be provided to you on request). Such verifications will not affect your credit score but may leave a ‘soft footprint’ on your credit history.


22. SUMMARY BOX

Charges
This table summarises key product features and information and is not intended to replace the terms and conditions of the product. The fees’ limits and restrictions that apply to each card are set out below.
The fees and limits apply for both physical and virtual cards, where such a transaction is possible. ATM transactions are not possible with a virtual card.
* We may occasionally reduce prices in limited-time offers. Please check the Website regularly to learn about our limited-time offers.
UAB "PAYRNET"

Terms and Conditions for Consumers

AGREED TERMS

1. OUR TERMS

1.1 Interpreting this Agreement. In order to easily understand the terms of this Agreement, please first refer to clause 3 which, amongst other things, sets out the meaning of capitalised terms used in this Agreement.
1.2 What this Agreement covers? This Agreement is a framework contract which sets out the basis on which we will carry out the services set out in Schedule 1.
1.3 Why you should read the Agreement? Please read this Agreement carefully before you agree to it, as its terms apply to the services provided by us and its terms will be incorporated into any contracts entered into between you and us pursuant to these terms. The Agreement explains many of your responsibilities to us and our responsibilities to you, how and when each Contract and this Agreement can be terminated and the extent of our liability to you. If there are any terms that you do not understand or do not wish to agree to, please contact us. You should only complete the sign-on procedures and agree to the terms of this Agreement and enter into Contracts if you agree to be bound by this Agreement.


2. INFORMATION ABOUT US AND HOW TO CONTACT US

2.1 Who we are. We are UAB “PAYRNET”, a company incorporated in the Republic of Lithuania (company number: 305264430) with its registered office at Girulių str. 20, LT-12123 Vilnius, the Republic of Lithuania. We are authorised by the Bank of Lithuania under the Law on Electronic Money and Electronic Money Institutions (license reference 72, issued on 28 August 2020) for the issuing of electronic money and provision of the related Payment Services (hereinafter referred to in this Agreement as “PayrNet”, “we” “us”).
2.2 The Electronic Money Institution license issued to PayrNet is published in the official website of the Bank of Lithuania and may be found following the below links:
In English: https://www.lb.lt/en/enforcement-measures-1/view_license?id=1970
In Lithuanian: https://www.lb.lt/lt/frd-licencijos/view_license?id=1970
2.3 PayrNet is included in the public list “Electronic Money Institutions holding an electronic money institution license” managed by the Bank of Lithuania which is published in the Bank of Lithuania’s official website. The list may be found following the link: https://www.lb.lt/en/sfi-financial-market-participants?ff=1&market=1&type%5B%5D=7&business_form%5B%5D=32
2.4 PayrNet activities are supervised by the Bank of Lithuania, which is located at Gedimino avenue 6, LT-01103, Vilnius, the Republic of Lithuania, telephone no. +370 800 50 500. Further details of the Bank of Lithuania are available at its official website: https://www.lb.lt/en/.
2.5 Communications between us are to be in Lithuanian or English. This Agreement is prepared in the official language (Lithuanian) and in English, or, by agreement between you and us, in another language agreed. We shall communicate in the official language (Lithuanian) or in English, or by agreement, in another language agreed between you and us.
2.6 How to contact us. You may contact us in writing by email to support@payr.net or by posting a letter to our registered office. However, initial queries should be directed towards the Associated Service Provider. You can contact the Associated Service Provider using the email address or telephone number for same set out in Schedule 2.
2.7 How we may contact you. If we have to contact you we will do so: (a) via the Associated Service Provider except in urgent cases (b) by telephone to the telephone numbers; or (b) by writing to you at the email address(es), you provided when agreeing to this Agreement or by using any other contact details you have provided to us or have used in communications with us or the Associated Service Provider.
2.8 ‘Writing’ includes emails. When we use the words “writing” or “written” in this Agreement, this includes emails.
2.9 Some of the services we provide are subject to the Law on Payments of the Republic of Lithuania. The law regulates how Payments must be transmitted and provides protection for the clients of authorised payment services providers.


3. INTERPRETATION

The definitions set out in this clause apply in this Agreement as follows:
“Account” means an Electronic Money account that we will open for you for the keeping of the Electronic Money that we will issue to you and for the provision of the related Services.
“Account Information Service Provider” means the provider of an online service to provide consolidated information on one or more payment accounts held by a payment service user (which could be you) with another payment service provider or with more than one payment service provider.
“Agreement” means this agreement including the Schedules and the Privacy Policy.
“Business Day” means a day when the clearing banks in Vilnius are open for business, excluding Saturdays, Sundays and public holidays in Lithuania.
“Consumer” means an individual who, in entering into this Agreement, is acting for a purpose other than a trade, business or profession.
“Contract” means any contract entered into pursuant to this Agreement, including a Payment Contract.
“Controller”, “data controller”, “processor”, “data processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures” all have the meanings set out in the Data Protection Laws in force at the time.
“Data Protection Laws” means (i) the Law on Personal Data Protection of the Republic of Lithuania No I-1374 as of 11 June 1996 (as amended), (ii) the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and any national implementing law, regulations and secondary legislation on and after 25 May 2018 and for so long as the GDPR is effective in Lithuania, and (iii) any successor legislation to the Law on Personal Data Protection of the Republic of Lithuania and the GDPR.
“Durable Medium” means an instrument which enables you to store information addressed personally to you in a way accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored.
“Electronic Money” means electronically stored monetary value as represented by a claim against us.
“Loss” has the meaning given in sub-clause 10.2 of this Agreement.
“Payment Initiation Service Provider” means the provider of an online service to initiate a Payment Order at the request of a payment service user (which could be you) with respect to a payment account held at another payment service provider.
“Payment Services” means the services provided by us pursuant to the terms set out in Schedule 1.
“Privacy Policy” means our privacy policy, a copy of which is available on our Website.
“Regulations” means the Law on Payments of the Republic of Lithuania No VIII-1370 of 28 October 1999 (as amended).
“Safeguarded Account” means the bank account(s) belonging to us, which is separate to our own office bank accounts, into which we will receive money from you, or on your behalf, in return for the issuance of Electronic Money.
“Services” means the services identified in clause 5.
“Term” means the term of this Agreement, as set out in clause 4.4.
“Website” means our website from time to time currently: https://www.railsbank.com/payrnet
3.1 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
3.2 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
3.3 References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
3.4 If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the Schedule shall prevail.
3.5 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3.6 Unless the context otherwise requires, words in the singular shall include the plural, and in the plural shall include the singular.
3.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
3.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
3.9 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time.


4. TERM AND BECOMING A CLIENT

4.1 How can you agree to this Agreement? You can agree to this Agreement by checking the box online confirming that you agree to them, by signing them (using a PDF signer, wet ink or otherwise) or by otherwise confirming your agreement to them or making use of the Services.
4.2 When will you become a client of ours? You will be bound by this Agreement as soon as we or the Associated Service Provider notifies you that you have become a client or, in the event that we don’t notify you, as soon as we make the Services available to you. In order to become a client and before any Services can be provided by us, you must provide us with all information reasonably required by us to comply with our legal and regulatory obligations and our own internal risk management processes and agree to these terms. You warrant that all information provided to us is true and correct to the best of your knowledge and belief.
4.3 At our absolute discretion we may refuse to open the Account for you and may do so without giving any reason and without any liability on our part.
4.4 This Agreement shall come into force on the date that we confirm to you that you are a client, or we otherwise make the Services available to you and shall remain in force until terminated in accordance with this Agreement.


5. SERVICES

5.1 We may in our absolute discretion provide, or continue to provide, the Services set out in Schedule 1 to you.
5.2 As part of the Services, we shall issue you with Electronic Money upon receipt of money from you or a third party on your behalf, store your Electronic Money and redeem Electronic Money both on your express instruction and in accordance with this Agreement.
5.3 Our Services do not include the provision of advice. We do not offer advice under this Agreement on any matter including (without limit) the merits or otherwise of any currency transactions, on taxation, or markets. Although we may provide you with market information from time to time, we do not provide advice. It is entirely for you to decide whether a particular Contract and your instructions to us, are suitable for you and your circumstances.


6. ISSUING ELECTRONIC MONEY TO YOU

6.1 Where we receive money from you or on your behalf, this money will be held by us in the relevant Safeguarded Account in exchange for the issuance by us to you of Electronic Money.
6.2 When we issue you with Electronic Money, you holding the Electronic Money and us holding the funds corresponding to the Electronic Money is not the same as a bank holding your money in that:
(a) we cannot and will not use the funds to invest or lend to other persons or entities;
(b) the Electronic Money will not accrue interest; and
(c) the Electronic Money is not covered by the Deposit Insurance Scheme of the Republic of Lithuania or a comparable guarantee scheme in any other country.
6.3 You may hold Electronic Money and we may hold funds corresponding to your Electronic Money indefinitely. However, if we hold Electronic Money for you for more than 12 (twelve) months, with no activity on the account during those 12 (twelve) months, we shall use reasonable endeavours to contact you to redeem the Electronic Money and return the corresponding funds to you. If we are unable to contact you, we may redeem the Electronic Money and send the corresponding funds, less any of our costs incurred, to the last known bank account we have on file for you.
6.4 We accept no responsibility in the event that you send money to the incorrect account.
6.5 We do not accept cash or cheques. We accept monies by electronic funds transfer to our bank account, the details of which we shall provide to you upon request.


7. GENERAL

7.1 All funds provided by you under a Contract may be appropriated by us if we incur any liability in respect of any Contract or in the event that you are unable to pay sums due to us.
7.2 If you fail to make any payments, in full or in part, due to us on time then (without prejudice to any other right or remedy that may be available to us under the Contract or general law):
(a) we may charge you interest at the rate of 0.05% above the base rate of one of the central banks of the country of the currency you owe us money in, from time to time in force, or the Bank of Lithuania (at our choice) from the date payment is due until the date payment is made;
(b) we will be entitled to terminate the Contract.


8. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

8.1 You warrant and represent to us (such representations and warranties to be made both on the date you sign this Agreement and on the date you enter into each Contract) that:
(a) you are an individual and are not acting in the course of a business, trade or profession;
(b) you have appointed the Associated Service Provider as your agent to place orders to enter into Contracts with us and otherwise communicate with us;
(c) all information that you supply to us is complete, true, accurate and not misleading in any material respect;
(d) all sums which you send to us or are sent to us on your behalf (until these monies become due to us or are paid back to you) are and will remain owned by you and you have not created and will not create any charge or other encumbrance over or in respect of such monies;
(e) you are not prevented by any legal disability or subject to any law or regulation from performing your obligations under this Agreement and any related transactions contemplated by them;
(f) you comply with all relevant laws, regulations, exchange control requirements and registration requirements.


9. INTELLECTUAL PROPERTY RIGHTS

9.1 The material displayed on our Website is provided without any guarantees, conditions or warranties as to its accuracy.
9.2 You acknowledge and agree that PayrNet and/or its licensors own all intellectual property rights in the Website. Except as expressly stated herein, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Website.


10. GENERAL LIMITATION OF LIABILITY
10.1 Where we and another person (such as another payment services provider) are liable to you in respect of the same matter or item, you agree that our liability to you will not be increased by any limitation of liability you have agreed with that other person or because of your inability to recover from that other person beyond what our liability would have been had no such limitation been agreed and/or if that other person had paid his or its share.
10.2 Where any loss, liability, cost or expense (a “Loss”) is suffered by you for which we would otherwise be jointly and severally or jointly liable with any third party or third parties, the extent to which such Loss shall be recoverable by you from us (as opposed to any third parties) shall be limited so as to be in proportion to the aggregate of our contribution to the overall fault for such Loss, as agreed between all of the relevant parties or, in the absence of agreement, as determined by a court of competent jurisdiction. For the purposes of assessing the contribution to the Loss in question of any third party for the purposes of this clause, no account shall be taken of any limit imposed or agreed on the amount of liability of such third party by any agreement (including any settlement agreement) made before or after such Loss occurred or was otherwise incurred.
10.3 We accept no responsibility for any delay in fulfilling a Contract attributed to the late arrival of funds or instruction of payment relative to the cut off times of the designated bank or for delays or faults due to the clearing banks or banking systems.
10.4 We shall not be liable for any bank charges that you may incur in sending funds to or receiving funds from us.
10.5 We shall not be liable to you for the non-performance of our obligations or the failure to execute any Payment Order if the execution of the Payment would be illegal.
10.6 Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us or to the extent that the liability may not be excluded or limited by any applicable law.
10.7 We are not liable for business losses. We only supply the Services under this Agreement for domestic and private use. If you use the Services for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.


11. COMPLAINTS
11.1 If you feel that we have not met your expectations in the delivery of our Services, in first instance contact the Associated Service Provider using the contact email address for complaints set out in Schedule 2. If the Associated Service Provider does not deal with your complaint adequately, please contact us via email to complaints@payr.net.
11.2 We have internal procedures for handling complaints fairly and promptly in accordance with the Bank of Lithuania requirements. A copy of our complaints’ procedure is available on our Website and may also be submitted to you directly upon request.
11.3 We, either directly or via the Associated Service Provider, shall respond to your complaint in writing or using another Durable Medium within 15 (fifteen) Business Days after the receipt of the complaint. In exceptional cases, due to reasons which are beyond our control, we may send you a preliminary response by indicating reasons for delay and the term by which you will receive our final response. In any case the term for provision of final response will not exceed 35 (thirty-five) Business Days after the receipt of complaint. Handling of complaints is free of charge. The claims shall be submitted, handled and responded in Lithuanian or English, unless use of another language is agreed between you and us (which may as well be expressed by our acceptance of claims submitted in languages other than Lithuanian or English).
11.4 Should you not be satisfied with our final response, or should we fail to respond to you within 15 Business Days from receiving the claim, you shall have a right to apply to the Bank of Lithuania in three different ways: (1) through the electronic dispute settlement facility E-Government Gateway, (2) by completing a consumer application form and sending it to the Supervision Service of the Bank of Lithuania at Žalgirio g. 90, LT-09303 Vilnius, email: frpt@lb.lt , or (3) by filing out a free-form application and sending it to the Supervision Service of the Bank of Lithuania, Žalgirio g. 90, LT-09303 Vilnius, email: frpt@lb.lt . Whatever the way you choose to submit the claim, it must be in the official language of the country, i.e. Lithuanian. You may only apply to the Bank of Lithuania within 1 year after you received from us a response that is not satisfactory, or after the 15 Business Days for responding has passed and we did not respond. Addressing us first is a precondition for you applying to the Bank of Lithuania. The decision of the Bank of Lithuania is not mandatory for us or you and you, even after the dispute was solved by the Bank of Lithuania, shall have a right to apply to the court.
11.5 In case you are generally not contended with us or our services, where there is no claim or disagreement between you and us, you may always approach the Bank of Lithuania by addressing a complaint to the Bank of Lithuania at Totorių g. 4, LT-01121 Vilnius, email: info@lb.lt, or to the Supervision Service of the Bank of Lithuania, Žalgirio g. 90, LT-09303 Vilnius, email: frpt@lb.lt .


12. ESTABLISHING YOUR IDENTITY

12.1 To comply with the requirements of the Law on the Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania and related regulations, it may be necessary to obtain from you, and retain, evidence of your personal identity in our records from time to time. If satisfactory evidence is not promptly provided to us, we cannot accept your instructions.
12.2 To assist us with meeting our obligations, we may carry out an electronic verification check via third party providers in order to verify your identity. If such searches are carried out, we may keep records of the contents and results of such searches in accordance with all current and applicable laws. You acknowledge that us carrying out an electronic verification check may leave a soft footprint on your credit history.
12.3 We are also obliged to report any reasonable suspicions about instructions received, transactions and activities to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the Law on the Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania) to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so.


13. TERMINATION

13.1 When we may terminate this Agreement.
(a) We can terminate this Agreement at any time and for any reason by giving you not less than two (2) month’s written notice.
(b) If the Associated Service Provider notifies us that their agreement with you has terminated, we can terminate this agreement with immediate effect.
(c) If you terminate your agreement with the Associated Service provider, we can terminate this agreement with immediate effect.
13.2 When you may terminate this Agreement. You can terminate this Agreement at any time and for any reason by cancelling your agreement with the Associated Service Provider. We may contact you to confirm your request.
13.3 Effect of Termination. Upon the effective date of termination:
(a) you will no longer be able to use the Services;
(b) all of your payment obligations under this Agreement will immediately become due and payable;
(c)we shall redeem any Electronic Money we hold for you and send the equivalent funds to a bank account in your name, unless agreed by both parties, less any monies which are due and owing to us. Redemption of your Electronic Money as such will always be free of charge.
After termination, you may contact us using the contact details set out in clause 2.3 to redeem any Electronic Money you still hold with us. In addition, you have a right to request us to provide you, in Durable Medium and free of charge, your transaction history during the past 36 (thirty-six) months before the termination of the Agreement (or a shorter period, if the Agreement was in force for less than 36 (thirty-six) months).


14. CONFIDENTIALITY

14.1 We undertake that we shall not at any time, disclose to any person any of your confidential information, except in the following circumstances:
(a) to our employees, officers, representatives or advisers who need to know such information for the purposes of exercising our rights or carrying out our obligations under or in connection with this agreement, including to the Associated Service Provider. We shall ensure that our employees, officers, representatives, advisers or the Associated Service Provider to whom we disclose your confidential information comply with this clause; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.2 We may disclose confidential information to the person or organisation which introduced or referred you to us, solely as necessary and limited to the purpose of paying such person or organisation an introductory/referral or affiliate fee.


15. HOW WE MAY USE YOUR PERSONAL INFORMATION

15.1 How we may use your personal information. We will only use your personal information as set out in our Privacy Policy.


16. GENERAL

16.1 Keeping records. We may maintain a record of all emails sent by or to us. All those records will be maintained at our absolute discretion and are our property and can be used by us in the case of a dispute. We do not guarantee that we will maintain such records or be able to make them available to you. You consent to the use and admissibility of any such records as evidence in any dispute or anticipated dispute between the parties which relates to the dealings between the parties.
16.2 Ensuring this Agreement is legally enforceable. This Agreement constitutes our offer to make the Services available to you and you agreeing to this Agreement constitutes your acceptance of this offer.
16.3 Even if we delay in enforcing under this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breach of this Agreement or any Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to fulfil the Contract, we can still require you to make the payment at a later date.
16.4 What if something unexpected happens? We shall have no liability to you under this Agreement or any Contract if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or our default of sub- contractors, provided that you are notified of such an event and its expected duration.
16.5 If a court finds part of this Agreement illegal, the rest will continue in force. Each of the sub-clauses, clauses and paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sub-clauses, clauses and paragraphs will remain in full force and effect.
16.6 This is our entire agreement with you. This Agreement, and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
16.7 Do any other terms apply? By agreeing to this Agreement, you are also agreeing to the Privacy Policy.
16.8 We are not partners, and neither of us may act as the other’s agent. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
16.9 We can make amendments to this Agreement. We may amend this Agreement by giving you no less than two months’ notice in writing. If you object to the proposed amendments, you have the right to terminate this Agreement without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate this Agreement before the date proposed by us for the entry into force of the changes. If we receive no objection from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective. For the avoidance of doubt, the termination of this Agreement by any means by you, shall not affect any Contract nor any rights or obligations that have already arisen at the date of the termination.
16.10 What happens if you are jointly a client of ours with another person? Where you comprise two or more people, each person will be jointly and severally liable to us in respect of all obligations contained in this Agreement.
16.11 Can you obtain a copy of this Agreement or additional information? You may request and we shall provide a copy of this Agreement to you in Durable Medium at any time prior to termination of this Agreement.
16.12 We may transfer this agreement to someone else. We may transfer our rights and obligations under this Agreement to another organisation without your consent. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement or any Contract.
16.13 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under this Agreement to another person if we agree to this in writing.
16.14 Nobody else has any rights under this Agreement. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
16.15 Which laws apply to this Agreement and where you may bring legal proceedings. These terms are governed by Lithuanian law and you can bring legal proceedings in respect of the services in the Lithuanian courts.
Schedule 1 – PAYMENT SERVICES


1. INTERPRETATION

1.1 The definitions and rules of interpretation set out in clause 3 of the main body of this Agreement and in this paragraph 1 apply to this Schedule:
“Associated Service Provider” means the third-party service provider, the details of which are set out in Schedule 2, which is providing its own services alongside the Services and acts as your agent in accordance with paragraph 2.
"Associated Service Provider's App" means the App that you use to interact with the Associated Payment Provider and provide instructions to PayrNet and obtain data from PayrNet.
“Associated Service Provider Terms” means the terms and conditions which you have entered into with the Associated Service Provider related to this Agreement, a link to which is set out in Schedule 2.
“Beneficiary” means the recipient of money pursuant to a Payment.
“Beneficiary Account” means the bank account of the Beneficiary which is the subject of a Payment.
“Fees” means the fees which will be charged for the provision of the Payment Services, the details of which are set out in the Associated Service Provider Terms – see Schedule 3.
“Payment” means us redeeming your Electronic Money and sending the corresponding funds to a Beneficiary Account, the details of which you set out in your Payment Order.
“Payment Contract” means a contract between us and you whereby we commit to executing one or more Payments on your behalf pursuant to the Payment Order you have provided to us.
“Payment Order” means a request from you to us for us to execute one or more Payments.
“Unique Identifier” has the meaning set out in paragraph 3.2(b).


2. CONFIRMATION THAT THE ASSOCIATED SERVICE PROVIDER IS YOUR AGENT

2.1 You warrant and represent that you have executed the Associated Service Provider Terms and appointed the Associated Service Provider as your agent to place, amend and withdraw Payment Orders with us on your behalf.
2.2 You undertake to inform us via email to support@payr.net as soon as the Associated Service Provider is not entitled to act as your agent to place, amend and/or withdraw Payment Orders with us on your behalf.
2.3 You undertake to ratify, confirm and be liable for whatever we do or purport to do in good faith in reliance upon this paragraph 2.
2.4 Subject always to paragraph 2.5, you undertake to indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) which we sustain or incur in connection with any action taken in good faith pursuant to this paragraph 2 (including any cost incurred in enforcing this indemnity).
2.5 The indemnity in paragraph 2.4 shall not cover us to the extent a claim under it results from our negligence or wilful misconduct.


3. PLACING PAYMENT ORDERS

3.1 How to place a Payment Order.
You may place a Payment Order with us via the Associated Service Provider as your agent. The Associated Service Provider Terms set out how you can do this. The Associated Service Provider is able to place your Payment Order with us on your behalf using the Associated Service Provider's App. We will accept Payment Orders received by us from the Associated Service Provider on your behalf. You must notify us immediately upon the Associated Service Provider no longer being authorised to place Payment Orders with us as your agent on your behalf.
We are entitled to assume that:
(a) the Associated Service Provider is authorised to make Payment Orders on your behalf until you notify us to the contrary in writing;
(b) all Payment Orders received by us from the Associated Service Provider via the Associated Service Provider's App have been authorised by you without carrying out any further due diligence.
Payment Orders received by us from the Associated Service Provider in accordance with this paragraph 3.1 will be deemed by us as ‘consent’ for the execution of the Payment(s) set out in the Payment Order and accordingly authorised by you pursuant to Article 29 of the Regulations.
3.2 Details to be set out in the Payment Order. The Payment Order must confirm:
(a) the amount and currency of the money you wish to send pursuant to each Payment;
(b) the details of the Beneficiary Account (the “Unique Identifiers”) which is to be the subject of each Payment, including the following:
1. full name and address of the Beneficiary;
2. the account details of the Beneficiary Account which shall be:
(a) the IBAN; or
(b) such other details that we request from you.
3.3 What if you have provided incorrect details? If you think that you have provided incorrect Unique Identifiers or other details relating to a Payment, you must contact the Associated Service Provider immediately by email to the Associated Service Provider’s email address for queries and support set out in Schedule 2.
3.4 Deemed receipt of the Payment Order. The Payment Order shall be deemed to be received at the time at which it is received except that:
(a) where the Payment Order is received on a day which is not a Business Day or is received after 4 pm, Vilnius time on a Business Day, we have the right to treat your Payment Order as having been received on the next Business Day; and
(b) if a Payment is to be made on a day in the future your Payment Order shall be deemed to be received on the day stated for the making of that Payment (provided we hold enough Electronic Money to execute the Payment and pay the associated Fees) or, if that day is not a Business Day, on the Business Day immediately following that date.
3.5 What happens when a Payment Order is accepted? Once accepted, such Payment Order will form a Payment Contract. You may be notified by the Associated Service Provider when a Payment Order is accepted by us. Please note that we are under no obligation to accept any Payment Orders.
3.6 Options available to us following receipt of a Payment Order. Following receipt of a Payment Order, we may:
(a) refuse that Payment Order and if we do so, we shall (unless it would be unlawful for us to do so) notify you of that refusal, the reasons for that refusal (if possible), and the procedure for rectifying any factual errors that lead to that refusal. Such notification shall be given to you as soon as practicable following the refusal and we may charge you for such notification where the refusal is reasonably justified. Such charge will be equivalent to the cost of processing the Payment Order. A Payment Order which is refused by us shall be deemed not to have been received for the purposes of paragraph 3.4; and/or
(b) request further confirmation or information from you if we consider that such confirmation or information is desirable and/or that Payment Order is ambiguous.
3.7 Revocation of Payment Orders. You may not revoke:
(a) a Payment Order which has been initiated through a Payment Initiation Service Provider, without our written consent;
(b) a Payment Order initiated in any way other than through a Payment Initiation Service Provider, after it has been received by us except if you have agreed with us that the Payment is to be made on a day in the future and the revocation is received by us prior to the end of the Business Day preceding that day – such revocation of the Payment shall be deemed to be withdrawal of consent for the Payment in accordance with Article 44 of the Regulations.
3.8 Any withdrawal of consent for a Payment, in accordance with paragraph 3.7(b), must be received by us in the same way you place a Payment Order pursuant to paragraph 3.1.
3.9 We may charge you for any revocation of a Payment. In particular, but not by way of limitation:
(a) you shall bear all costs, expenses and losses of us whatsoever that may arise on account of the revocation; and,
(b) we may charge interest at the rate referred to in clause 7.2 of the main Agreement on any sums due to us pursuant to this paragraph 3.9.
3.10 Time for delivery of proceeds of Payment. Where the Payment is denominated in:
(a) euro and is being sent to a Beneficiary Account in Lithuania, and the Payment Order is submitted before 12 am Vilnius time, we shall ensure that the amount of the Payment is credited to the Beneficiary’s payment service provider’s account by the end of the same Business Day;
(b) euro and is being sent to a Beneficiary Account in the EEA, we shall ensure that the amount of the Payment is credited to the Beneficiary’s payment service provider’s account by the end of the Business Day following that on which your Payment Order was deemed to be received, except where the Payment Order was submitted with the future Payment date under paragraph 3.4(b) – in such a case the amount of the Payment is credited to the Beneficiary’s payment service provider’s account by the end of the Business Day on which your Payment Order was deemed to be received in accordance with paragraph 3.4(b);
(c) an EEA currency other than euro and the Beneficiary Account is located within the EEA, we shall ensure that the amount of the Payment is credited to the Beneficiary’s payment service provider’s account no later than by the end of the fourth Business Day following that on which your Payment Order was deemed to be received; and
(d) a non-EEA currency or if the Beneficiary Account is located outside the EEA, please contact the Associated Service Provider using the contact details set out in Schedule 2 for details of execution times.
3.11 Spending Limits. You are not able to agree spending limits on the use of the Associated Service Provider's API in accordance with Article 33 of the Regulations.


4. INFORMATION

4.1 All transaction information, i.e. information about the executed Payment Orders, is available anytime and free of charge through the Associated Service Provider’s App.
4.2 You should regularly check transaction information for mistakes or discrepancies, through the Associated Service Provider’s App.


5. HOLDING ENOUGH ELECTRONIC MONEY TO FULFIL A CONTRACT

5.1 In order for a Payment to be executed, you will need to hold enough Electronic Money to complete the Payment and pay the applicable Fee. This should be achieved by you sending us money in the correct currency to the Safeguarded Account, in which case we shall issue you with the appropriate amount of Electronic Money.
5.2 You can redeem the Electronic Money you hold with us and receive the corresponding funds into a bank account belonging to you by entering into a Payment Contract and using your own bank details as the Beneficiary Account details. Redemption of your Electronic Money as such will always be free of charge.
5.3 When executing the Payment, we will automatically redeem your Electronic Money and send the corresponding amount of funds to the Beneficiary Account pursuant to the terms of the relevant Payment Contract.


6. SAFEGUARDS AND SECURITY

6.1 You must take all reasonable steps to keep safe all communication channels you have with the Associated Service Provider including any API keys, passwords, PINs or email addresses you use to communicate with the Associated Service Provider. If you become aware that there is a risk that your communication with the Associated Service Provider is no longer secure, you must notify the Associated Service Provider’s customer support as soon as possible.
6.2 You must take all reasonable precautions to prevent fraudulent use of Payment Services.
6.3 We shall contact you via email in the event of suspected or actual fraud or security threats, unless we are of the view that your emails might be compromised, in which case we shall contact you by telephone.
6.4 We may stop or suspend the use of the Associated Service Provider's App based upon:
(a) the security of the Associated Service Provider's App;
(b) suspected unauthorised or fraudulent use of the Associated Service Provider's App.
6.5 We may stop or suspend your ability to use the Associated Service Provider or any Account Information Service Provider or Payment Initiation Service Provider if we have reasonably justified and duly evidenced reasons for same relating to:
(a) unauthorised or fraudulent access to your payment account information by the Associated Service Provider, that Account Information Service Provider or that Payment Initiation Service Provider; and/or
(b) the risk of unauthorised or fraudulent initiation of a Payment.
If we do deny access to the Associated Service Provider or any Account Information Service Provider or Payment Initiation Service Provider in accordance with this paragraph 6.4, unless doing so would compromise security or is unlawful, we shall notify you as soon as possible via phone or email in accordance with clause 2.4.


7. LIABILITY FOR PAYMENTS

7.1 Subject to the remainder of this paragraph 7, where it is established that:
(a) a Payment was not authorised by you or was incorrectly initiated or executed by us; and
(b) you have notified us via the Associated Service Provider and the Associated Service Provider has notified us, without undue delay on becoming aware of the unauthorised or incorrectly executed Payment and in any event no later than 13 months after the date the Payment was made,
(c) we shall refund to you the full amount debited erroneously immediately and the amount debited without authorisation as soon as practicable and in any event no later than the end of the Business Day following the day on which we became aware of the unauthorised Payment, unless we have reasonable grounds to suspect fraud and notify the appropriate authorities.
7.2 We shall not be liable for non-execution or defective execution of a Payment which we have made in accordance with a Unique Identifier given to us by you or deemed to have been given by you which proves to be incorrect. However, we shall make efforts to trace any non-executed or defectively executed Payment and notify you of the outcome.
7.3 We are liable to you under paragraph 7.1 for the correct execution of a Payment unless:
(a) paragraph 7.2 applies; or,
(b) we can prove to you (and where relevant, to the Beneficiary’s payment service provider) that the Beneficiary’s payment service provider received the amount of the Payment within the appropriate time period described in paragraph 3.10.
7.4 Under Article 41 of the Regulations, you may be entitled to a refund in certain circumstances where a Payment is initiated by the Beneficiary. It is not anticipated that any Payment will be initiated by a Beneficiary under the Services provided by us pursuant this Schedule.
7.5 The provisions in this paragraph 7 shall survive termination of this Agreement and any Contract.
7.6 In some circumstances a number of intermediaries (such as correspondent banks) may be involved in an international transfer of currency, and such intermediaries may charge fees and expenses. The charges will in most cases (but not always) be deducted prior to its delivery. These charges are beyond our control and whilst we will endeavour to minimise these for you wherever possible, those charges cannot therefore be calculated in advance. You hereby acknowledge that you shall be liable for these charges.


8. PERFORMING FOREIGN EXCHANGE PRIOR TO ENTRY INTO A PAYMENT

8.1 If the currency which you require the Payment to be made in (in accordance with the information provided in the relevant Payment Order) is different to the currency of the Electronic Money you are using to make the Payment, then we shall, prior to making the Payment, exchange the Electronic Money for money in the currency you wish the Payment to be in using our standard exchange rates or exchange rates that have been agreed in your Fee schedule.
8.2 If the currency of the Electronic Money that you wish to redeem is different than the currency that the Electronic Money was issued, prior to making the redemption of Electronic Money we will exchange the Electronic Money for money in the currency you wish the redemption to be in using our standard exchange rates.


9. FEES

9.1 We shall charge you the Fees for Payments at the time each Payment is executed. These Fees will be invoiced by the Associated Service Provider.
9.2 We will pass on to you all bank charges and any other costs incurred or suffered by us or by your instruction, to reverse, recall or modify any Payment except as the result of any error on our part. Some of these charges are levied by us to offset the costs we incur from our banking providers for making Payments. If the banks we use charge us more to process any Payments, we shall have to pass this cost onto you. We shall provide you with as much notice as we can.
9.3 Any transfer of funds (whether resulting from a Contract or otherwise) may be liable to taxation in the Republic of Lithuania or in any other applicable jurisdiction. It is your responsibility to ascertain the applicability and extent of any taxation and to declare and pay any tax on any such sums. In the event that we are required to withhold any sums in respect of taxation by any court, regulation or taxing entity in any applicable jurisdiction, we shall be permitted to do so. We shall have no obligation to account to you in respect of sums so withheld.
Schedule 2 – ASSOCIATED SERVICE PROVIDER
Schedule 3 – The SERVICES and FEES

Refer to the services and fees set out in the Personal / General Spend Card Terms and Conditions of Use