Terms and Conditions for ConsumersAGREED TERMS1. 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 email@example.com
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 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 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 firstname.lastname@example.org
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: email@example.com
, 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: firstname.lastname@example.org
. 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: email@example.com
, or to the Supervision Service of the Bank of Lithuania, Žalgirio g. 90, LT-09303 Vilnius, email: firstname.lastname@example.org
.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
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.
16.8 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.