THIS DOCUMENT CONTAINS THE FOLLOWING POLICIES:
SPARQ Terms and Conditions
Payrnet Limited Cardholder Terms and Conditions
UAB “Payrnet” Consumer Terms and Conditions
Last updated: 6 April, 2021
SPARQ TERMS AND CONDITIONS
This Terms and Conditions document represents a legally binding agreement between you and SPARQ OÜ. By interacting with our website, our mobile application or our services, you agree to be bound by the terms of this agreement. Please read carefully this Terms and Conditions document and keep a copy of it for your reference.
Subject to these Terms and Conditions the Company provides the User with the following (but not limited to) Services:
If you do not agree with (or cannot comply with) the terms and conditions set forth below, do not use or access our Services.
These Terms and Conditions do not interfere with any obligation or authorization provided in any other agreement concluded between you and SPARQ. Provisions of any individual agreement between you and SPARQ supersede provisions from these Terms and Conditions.
Your consent to these Terms and Conditions further represents, warrants and certifies that the information provided by you during the application process for opening an account with our App is true and complete to the best of your knowledge.
1.1. The following definitions explain some of the terminology and abbreviations used throughout our Terms and Conditions. Defined words can be recognized throughout this document by the capitalized first letter.
1.2. Titles and headings provided in these Terms are for convenience and ease of access only and they will not affect the interpretation of the Terms.
1.3. Terms and abbreviations not defined in this section shall have the usual meaning unless the context otherwise requires.
2.1. By using our Services, you confirm that you
(i) are older than 18 years and have full legal capacity to enter into a binding agreement
(ii) that you will provide true, accurate, current, and complete information where requested,
(iii) that you will not use the Platform contrary to these Terms or applicable laws.
If you are interacting with the Platform on behalf of a legal entity, you further confirm that
(i) you have the appropriate authorization to accept the terms of this Agreement,
(ii) you have the appropriate authorization to bind such legal entity by accepting this Agreement,
(iii) legal entity on behalf of whom you accept this Agreement has full power to enter into this agreement and to perform obligations as defined herein.
2.2. Considering the nature of the Services, the Platform is only available to the residents of the European Union (please see Section 10 for territorial restrictions) and only in English.
2.3. The Platform or some of its parts may be accessed globally and we may not control who uses the Platform. By opening an Account you represent and warrant to us that the opening of an Account does not violate any laws or regulations applicable to you. Some Services may not be available in your region and you agree to abide by such limitations.
2.4. We are continually improving our Platform and we may from time to time add, remove, amend or upgrade our Services. Full list and description of Services is available on the Platform and it is your obligation to check the content available on the Platform for up-to-date information about the scope of the Services.
2.5. Some Services require an active account or are subject to payments. You may register an account with SPARQ through the invitation link and completion of the registration process. Some Services are paid with the virtual Platform currency called Qpoints. Some Services are paid with fiat money and we will always show you the price of the Service prior to making the purchase.
2.6. SPARQ cannot guarantee or warrant that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. SPARQ cannot and does not guarantee that its Services will be operational 100% of the time. Services may be down (i) for scheduled maintenance, (ii) force majeure events, (iii) for specific Users because of the account suspension or termination, (iv) internet problems outside of the SPARQ area of influence, (v) bugs in code, hardware or Services without a commercially known fix.
2.7. You may only have one Account with SPARQ.
2.8. When registering on our Platform or otherwise interacting with the Platform, Users are required to provide true, accurate, current and complete information about themselves as prompted by the registration process. You agree to update your information should there be any changes, in order to keep registered information true, accurate, current and complete. If you provide information contrary to aforementioned conditions, we may deny you or terminate your access to the Platform or parts of it. We are not responsible for any failure in providing the Services which results from information that is not true, accurate, current and complete.
2.9. You understand that it is your responsibility to keep your log in information confidential. You are responsible for all activity under your account. If you ever find out or suspect that someone accessed your account without authorization, you are advised to inform us immediately.
2.10. In accordance with our anti-money laundering obligations and internal procedures, we may ask you at any time to confirm the accuracy of your information or to provide documents or other evidence.
(i) send or otherwise post unauthorized commercial communications (such as spam) through the Platform;
(ii) collect Platform Users' content or information, or otherwise access the Platform, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;
(iii) upload viruses or other malicious code;
(iv) post or transmit content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or is otherwise objectionable to third parties;
(v) take any action creating a disproportionately large usage load on our Platform unless expressly permitted by us;
(vi) create more than one account or share your account with anyone;
(vii) communicate any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships, or otherwise infringes or violates someone else's rights;
(viii) encourage participation in or promote any contents, pyramid schemes, surveys, chain letters or spamming, or unsolicited emailing through the website
2.12. You are entirely responsible for any and all activities conducted through your Account. You agree to notify us immediately of any unauthorized access to or use of your Account, as well as of any other breach of security. While we may implement certain monitoring procedures designed to alert us of fraudulent activity, we are not responsible for any unauthorized use of your Account , and you agree that you are responsible for such unauthorized use and for protecting confidentiality of your login, password and other Account credentials.
2.13. If you provide us with your e-mail address, we may contact you using such contact information, for any matters relating to the Services (Service emails). These emails do not constitute “unsolicited commercial e-mail advertisements'' and you are not able to opt-out of receiving them. You may opt-in to receive emails about news, promotions, special offers and or other topics of interest related to the SPARQ and our affiliates (Promotional emails). You may choose to stop receiving these Promotional emails at any time by following the instructions contained in Promotional emails.
2.14. If you have any questions or suggestions you can contact us at [email protected]
3.1. Qpoints are virtual points awarded to Users used for obtaining special Services. Qpoints can be obtained through special promotions or completion of specific actions within the Platform. Some actions for earning Qpoints require an active SPARQ Pass premium account upgrade. SPARQ Pass premium account upgrade can only be obtained either through a promotion or by activating it with enough Qpoints.
3.2. Qpoints are awarded to Users immediately upon completion of the action which awards Qpoints. Full list of actions and their value in Qpoints is displayed on the Platform. Qpoints can only be awarded to registered Users.
3.3. Qpoints can be purchased with fiat currency (euro), but cannot be exchanged back for fiat сurrency. Qpoints cannot be exchanged or transferred between different accounts. We may impose certain limitations to Qpoints, such as their duration or maximum amount which can be collected.
3.4. Qpoints do not represent any monetary value in any specific currency and should not be at any time be regarded as representation
3.5. Qpoints represent a limited, non-transferrable, non-exclusive license to use the features of the Platform, based on provisions of these Terms, and do not represent a property interest of any kind.
3.6. We reserve the right to change the purchase price for Qpoints at any time based on our sole discretion. The price will be at all times displayed on the Platform for information of the Users.
3.7. Any unspent Qpoints will be forfeited upon termination of this Agreement.
4.1. The User acknowledges that the Company has the following rights:
(1) To suspend the User’s Account;
(2) To restrict access to, impose limits on, suspend, stop or cancel use of the Platform (including, without limitation, discontinuing the User’s use of the API) either generally or for particular Funds, transactions or Users, or to discontinue transmission of any or all information;
(3) The Company may refuse to facilitate or proceed with any transactions or refuse access to the Platform at the Company’s sole discretion, as a result of any of the following:
4.2. For the purpose of mitigating and managing potential AML/CTF risks faced by the Company and without detracting from the generality of the Company rights as expressly stipulated above, the Company reserves the right, at its sole discretion, to suspend any User’s Account and prohibit any activity including, but not limited to, withdrawals for the term of internal investigation but not more than 180 days, providing that the Company has reasonable suspicion that User’s activity (i) does not comply with the Services provided by the Company and the subject of this Agreement, and/or (ii) is fraudulent, and/or (iii) is in breach of the law, the present Agreement or the Company’s Anti-Money Laundering and Counter-Terrorism Financing Policies.
4.3. In case of any dispute the Company reserves the right to apply to third parties for advice and/or investigation, expertise or analysis, including, without limitation, on a fee paid basis and the Company shall retain the right to forward such costs to the User pursuant to the provisions of this Agreement.
4.4. A User shall have the right to lodge a complaint in relation to the services provided by SPARQ or via the Platform, and it is the obligation of the Company to respond to the complaint.
4.5. If a complaint involves user’s rights and obligations under Directive (EU) 2015/2366 (PSD2), the Company will provide the written response to the complaint within 15 business days. In exceptional circumstances, the timeframe can be prolonged to 35 business days.
4.6. Any dispute between the Company and the User in relation to the rights and obligation of the parties under the PSD2 shall be settled using means of alternative dispute resolution. If the dispute cannot be resolved between the Company and an User directly, an User may refer to the Financial Intelligence Unit (Estonia) or Bank of Lithuania (regulating authority) for settlement of the dispute, or choose another venue upon own discretion.
5.1. The User represents and warrants that:
(1) The User is of sound mind, legal age and legal competence;
(2) No person other than the User has or will have an interest in the User's Account;
(3) Regardless of any subsequent determination to the contrary, the User is suitable to enter into this Agreement;
(4) All information provided in the information portion of the Account opening process is true, correct and complete as of the date hereof and the User will notify the Company promptly of any changes to such information.
5.2. The User hereby confirms and acknowledges his/her express consent to eliminate the confidential nature of all communications regarding, without limitation, any disputes, legal proceeding or public statements between the parties hereto or its results, including court or other dispute resolution decisions on the matter. The User further agrees that the Company, at its sole discretion, may disclose the contents of such communication where and when the Company deems necessary, yet according to the provisions of the GDPR (General Data Protection Regulation (EU) 2016/679).
5.3. The User represents and warrants that they will immediately notify the Company with regard to any error detected on the Platform, including exchange and trading system, Account, or the Platform functionality, affecting the interests of the User and to cease all further actions with the systems, except for those actions that are aimed at preventing loss to the User. The User hereby confirms and acknowledges that the User will not use the system error in their own interest. Violation of these provisions will cause the Company to execute its rights under the User’s indemnification responsibilities specified in this Agreement and may result in, among other things, termination or suspension of the User’s right to use the Services.
5.4. In case of an unauthorised transaction or a transaction that was incorrectly executed due to an error by Us, You shall bring the unauthorised or incorrectly executed transaction to Our attention within 1 (one) day of the date of transaction. You shall remain solely liable for all losses arising from the transaction specified above in the following cases: (i) the unauthorised transaction arose from Your failure to keep the Account credentials safe; and/or (ii) You fail to dispute and bring the unauthorised or incorrectly executed transaction to Our attention within 1 (one) day of the date of transaction.
5.5. The User represents and warrants that the financial information disclosed to the Company when opening the Account is an accurate representation of the User's current financial condition.
5.6. The User acknowledges that they have no separate agreement with a Company’s employee or agent regarding the trading or exchanging in the User's Account. The User understands that the User is under an obligation to notify the Company's Compliance Officer immediately in writing as to any agreement of this type. Furthermore, the User understands that any representations made by anyone concerning the User's Account that differ from any statements the User receives from the Company must be brought to the attention of the Company's Compliance Officer immediately in writing. The User understands that the User must authorise every transaction prior to its execution unless the User has delegated discretion to another party by signing the Company's limited trading/exchanging authorisation, and any disputed transactions must be brought to the attention of the Company's Compliance Officer pursuant to the notification requirements of this Agreement. The User agrees to indemnify and hold the Company harmless from all damages or liability resulting from the User's failure to immediately notify Our Compliance Officer of the occurrences referred to herein.
5.7. The User agrees to promptly pay to the Company all damages, costs and expenses, including attorney's fees, incurred by the Company in the enforcement of any of the provisions of this Agreement or any other agreements between the Company and the User. To the extent allowable by law, We reserve the right to set-off any damages or amounts owed to Us by You for Your breach of this Agreement or other obligations under this Agreement against Funds in Your Account held with the Company.
5.8. The User confirms that he/she is responsible for keeping track of regulatory changes in his/ her country of residency and for understanding what rules apply to his/her use of the Platform.
5.9. The User is solely responsible for calculating and declaring their activities to appropriate tax authorities (if required).
5.10. The User does hereby agree and acknowledge that the technological facility (the Platform), and
related software and some of the Services may be provided by an external third party licensors. The
Company does not bear any responsibility, whether expressed or implied or statutory, in respect of
non-infringement as to the technological facility (the Platform), and related software and Services
provided by external third party licensors. We make no representations or warranties that the
technological facility (the Platform), and related software and Services will be uninterrupted, timely,
secure, or error-free; nor do We make any representations or warranties as to the quality, suitability,
truth, usefulness, accuracy, or completeness of the above, as additionally specified by us.
5.11. The User hereby agrees and acknowledges that the functionality of the Platform, its configuration and content may be modified by an external third party licensor, including but not limited to:
5.12. SPARQ does not provide direct financial services to the User. SPARQ clients have access to the financial services via UAB ‘PAYRNET’ authorized by the Bank of Lithuania as an Electronic Money Institution under license number 72, issued on August 28, 2020.
5.14. Customer Account is provided in connection with AS LHV Pank, which is the company registered with the Commercial Register of the Republic of Estonia (Commercial Registry Code: 10539549) and customer funds will be safeguarded by LHV Pank.
6.1. All Intellectual Property rights connected to the Platform and Content are the sole property of SPARQ, or are used under appropriate licenses or permissions. Nothing in these Terms shall be understood or intended for transfer of such intellectual property rights to you or any other Third-Party.
6.2. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sub licensable license to access and use the Platform provided by SPARQ. Except as expressly permitted in these Terms, you may not: copy, modify or create derivative works based on the Platform; distribute, transfer, sublicense, lease, lend or rent the Platform to any Third-Party; reverse engineer, decompile or disassemble the Platform; or make the functionality of the Platform available to multiple users through any means. Nothing in these Terms shall give to the User or any other person any right to access or use the source code or constitute any license of the source code. We reserve the right to modify, suspend or discontinue, temporarily or permanently, the Platform or any Service to which it connects, with or without notice and without liability to you.
6.3. The Platform or parts of it may be made available or accessed in connection with Third-Party services and content (including advertising) that SPARQ does not control. You acknowledge that different terms and policies may apply to your use of such Third-Party services and content. In no event shall SPARQ be responsible or liable for any content or services of such Third-Party providers.
6.4. During the term of this Agreement, Users may be required to provide or volunteer to provide certain Confidential Information to SPARQ and SPARQ may disclose certain Confidential Information to the users. Regarding such information both parties hereby agree (i) to keep Confidential Information in strict confidence, (ii) to undertake all reasonable measures to protect the confidence of Confidential Information, (iii) not to disclose, or otherwise make available, Confidential Information to any Third-Party without obtaining prior written consent of the other party, (iv) to use Confidential Information only for the purposes intended, (v) to return all Confidential Information and any and all copies, extracts or derivative works resulted from Confidential Information upon written request or upon termination of the Agreement, and to destroy or erase all remaining copies of the Confidential Information regardless of the form or media on which the Confidential Information is stored.
6.5. If you believe that your work has been copied in a way that constitutes copyright infringement, or your Intellectual Property rights have been otherwise violated, please provide us the following information:
(1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(2) A description of the copyrighted work or other intellectual property that you claim has been infringed;
(3) A description of where the material that you claim is infringing is located on the Platform;
(4) Your name, address, telephone number and e-mail address;
(5) A signed statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(6) provided in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
6.6. This information should be sent to our email address [email protected] with a subject “Copyright Infringement Notice”.
6.7. If you provide us with any suggestions, comments or other feedback relating to the SPARQ Services (whether existing, suggested or contemplated), which is or may be subject to any Intellectual Property rights (“Feedback”), such Feedback shall be exclusively owned by SPARQ, even after this Agreement is terminated. By providing such Feedback to SPARQ, you acknowledge and agree that it may be used by SPARQ in order to: (i) further develop, customize and improve of the SPARQ Services, (ii) provide ongoing assistance and technical support, (iii) contact you with general or personalized SPARQ-related notices and/or interview requests based on your feedback or otherwise, (iv) facilitate, sponsor and offer certain promotions, and monitor performance, (v) to create aggregated statistical data and other aggregated and/or inferred information, which SPARQ may use to provide and improve its services, (vi) to enhance SPARQ data security and fraud prevention capabilities, and (vii) to comply with any applicable laws and regulations. In addition, you (1) represent and warrant that such Feedback does not infringe on any third party rights; (2) irrevocably assign to SPARQ any right, title and interest you may have in such Feedback and (3) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback.
6.8. The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an “App Distributor”):
(1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor's terms of service;
(2) we are responsible for providing any maintenance and support services with respect to the App as specified in these Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;
(3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App;
(4) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App; and
(5) you acknowledge and agree that the App Distributors are Third-Party beneficiaries of these Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a Third-Party beneficiary thereof.
7.1. Use of Services may be subject to applicable fees as displayed on the Platform. Unless otherwise specified on the Platform all prices are shown exclusive of VAT and other applicable taxes. If the Service is listed at an incorrect price due to typographical error or systems error, we retain the right to refuse or cancel any order placed for Services listed at the incorrect price. If the payment of the incorrect price has already been made, we will return the same amount of money upon cancellation.
7.2. We reserve the right to amend the prices or to institute new fees at any time without notice and notice period. New or changed fees will be applicable from the moment of publishing the changes on the Platform.
7.3. All payments on the Platform are final and non-refundable. By purchasing the access to the Platform, you are making a non-refundable payment for the digital content which is exempt from the cooling-off period under the Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights. Unless otherwise exempt under the law, you further confirm and agree that by making the payment on the Platform you wave your right to withdraw from the purchase.
8.1. SPARQ is subject to European Union regulation for processing of personally identifiable information and we aim to comply with the highest technical and organizational standards for sensitive data handling.
9.1. The effective date of these Terms is indicated in the heading of the document. The Terms become applicable from the moment of your first access to the Platform and remain to be applicable until you delete your account, stop using the Platform or any part thereof and uninstall the App from your devices.
9.2. We may terminate your access to the Platform at any time with or without reason and without notice in the following cases:
(1) You breach any condition of this Agreement and/or respective Customer Agreement or other legally binding obligations between the Company and You;
(2) You violate or We have reason to believe that You are in violation of any law or regulation that is applicable to Your use of Our Services; or
(3) We have reason to believe that You are in any way involved in any fraudulent activity, money laundering, terrorism financing or other criminal activity.
9.3. We may suspend your Account at any time if:
(1) We reasonably believe that Your Account has been compromised or for other security reasons; or
(2) We reasonably suspect that Your Account has been used or is being used without Your authorisation or fraudulently; and We shall notify You either prior to suspension or, if prior notification is not possible under the circumstances, promptly after the suspension unless We are prohibited from so doing by law.
9.4. If you are no longer compliant with
We may also suspend your account and prevent you from registering a new account if you breached these Terms.
9.5. You may terminate this Agreement at any time by deleting your account and ceasing your use and access of the Platform.
9.6. Upon termination all provisions of this Agreement shall cease to have effect between SPARQ and you, except that any provision which can reasonably be inferred as continuing, or is expressly stated to continue, shall continue in full force and effect.
9.7. The User shall have the right to request the bank statement and/or other information about his/her Account 5 (five) years after termination of the Agreement and of the Account.
9.7.1. The User shall provide the following documents and information in order to lodge a request for a bank statement and/or other information about the terminated account:
9.7.2. The documents/information listed in Section 9.7.1. shall be sent to [email protected].
9.7.3. The Company retains the right to refuse to provide requested information, if:
9.7.4. The Company shall have the right to apply additional verification methods upon its own discretion.
10.1. The Company grants access to the Services in accordance with the following conditions:
10.2. The Company does not accept transfers to/from an Account at a bank and/or other payment institution incorporated in the USA, its territories or possessions, or in the countries identified by the FATF as high risk or non-cooperative jurisdictions. In case the Company knows or suspects or has reasonable grounds to know or suspect that the User became a resident of a country not serviced by the Company, we will immediately suspend the Account in question.
11.1.The Company is committed to providing its Users with safe and compliant Services. For this purpose, We will be monitoring transactions for any suspicious activities, and will be reporting to government authorities as required by law.
11.2. The Company needs to keep certain information and documentation on file pursuant to applicable law and its contractual relationships, and We hereby expressly reserve the right to keep such information and documentation for at least five years or more if required and pursuant to the privacy and data protection requirements. This requirement will stay in force even if the User terminates their Account and stops using the Services. This will also be true if the User has initiated, but not completed their application to have an Account with the Company.
11.3. For enhanced security, the Company may contract third parties that provide certain information validation and Anti-Money Laundering services.
11.4. The Company has developed an Anti-Money Laundering Policy, a summary of which is available on the Platform.
12.1. You will indemnify and hold harmless SPARQ, and its employees and affiliates, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your access to or use of the Platform or your violation of these Terms.
13.1. YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SPARQ SERVICE IS TO STOP USING THE SPARQ SERVICES.
13.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW SPARQ, ITS EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, SUPPLIERS, ASSIGNS OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE SPARQ SERVICES, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, EVEN IF SPARQ HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SPARQ’S AGGREGATE LIABILITY EXCEED THE AMOUNT YOU PAID SPARQ, IF ANY, THE PAST ONE MONTH FOR THE SERVICES GIVING RISE TO THE CLAIM, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
13.3. SPARQ, its employees, agents, and its directors do not accept any liability and you hereby agree to release us of any liability arising (whether directly or indirectly) out of the information provided through the Platform, or any errors, in or omissions from such information. SPARQ is not liable for loss (whether directly or indirectly) caused by your actions or decisions based on your reliance on the information provided to you through the Platform, nor caused by the delay, malfunction of the operation or the availability of the Platform. Although we strive for accuracy in the Content we provide through the Platform, we do not make any guarantee or representation as to the exactness and the accuracy of such Content.
14.1. The information provided through the Platform is provided solely for informational, educational, or entertainment purposes. SPARQ is not a financial or legal adviser. SPARQ makes no representations, warranties, or guarantees, express or implied, regarding the results that may be obtained through the use of the Platform. Nothing displayed on the Platform or provided through the Platform may be interpreted as a promise or a guarantee of any kind, regarding your potential earnings or specific results. Before making any financial decisions SPARQ recommends that you obtain additional information and advice of accountants or other financial advisers.
15.1. SPARQ may make changes or replace our Terms at any time. We will post such changes, replacements and updates on the Platform and inform you via email where possible prior to changes being effective, and such change, replacement and update to our Terms will take effect immediately upon publishing on the Platform. You are consenting to keep yourself up to date with the latest posted Terms and you accept and are bound by such change, replacement and update if you access or use our Platform after we have published the new Terms. These Terms apply regardless from which device or operating system you access our Platform.
16.1. This Agreement shall be governed by and construed under the laws of Estonia, without regard to its conflict of law provisions, and excluding the UN Convention on Contracts for the International Sale of Goods. You agree that if you have any dispute with SPARQ you will contact us in order to settle through negotiations and mutual understanding. If the solution can not be reached in negotiations you agree and hereby submit to the exclusive jurisdiction of the courts in the city of Tallinn, Estonia.
17.1. If any part of these Terms is found to be invalid, illegal or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Terms.
17.2. Any failure to exercise or enforce any right or the provision of this Agreement shall not constitute a waiver of such right or provision.
17.3. Neither Party may assign or transfer any right or obligation under this Agreement to a third-party without obtaining prior written consent, except to the successors in the event of merger, sale, or liquidation of the Party.
17.4. These Terms represent an entire agreement between you and SPARQ regarding the use of SPARQ Platform. Any subsequently executed agreement between the Parties shall take precedence over this Agreement.
If the User has any questions or concerns related to the Agreement, their rights and/or obligations, they can contact the Company according to the following contact information:
General inquiries: [email protected]
Data Protection issues: [email protected]
CUSTOMER CARDHOLDER TERMS
1. These terms
1.1 What these terms cover. These are the terms and conditions (the “Terms”) which govern the use of the personal, non-transferable card scheme branded debit card (the “Card”) which you have been issued with or will be issued with.
1.2 Why you should read them. Please read these Terms carefully before you use your Card. These Terms tell you who we are, who we work with, how you can use your Card and the steps you need to take to protect yourself from unauthorised use of the Card and how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, please contact us to discuss.
2.Information about the Issuer
2.1 Who we are. Payrnet Limited is the issuer of the Card and a company incorporated in England & Wales with company number 09883437 and having its registered address at Kemp House, 152 City Road, London, UK EC1V 2NX.
2.2 Payrnet Limited is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (registration number 900594) for the issuing of electronic money (“e-money”).
2.4 SPARQ shall be your first point of contact in relation to these Terms, for example if you:
2.4.1 wish to cancel the Card or complain about the service you have been provided with pursuant to these Terms;
2.4.2 let us know that the Card has been or potentially has been lost, stolen or misappropriated; and
2.4.3 report an unauthorised Transactions relating to your Card.
2.5 The services provided by the SPARQ are governed by a separate set of terms and conditions.
2.6 How to contact the Issuer. You can contact the Issuer via SPARQ, by:
2.6.1 contacting SPARQ support via [email protected] ; or
2.6.2 using any of the communication methods available:
(a) on the secure area of the SPARQ’s Website;
(b) on the SPARQ mobile application
3. Commencement and expiry of these Terms
3.1 You shall be deemed to accept these Terms by using the Card. The Card shall remain the Issuer’s property and will be delivered by the Issuer or by SPARQ on the Issuer’s behalf.
3.2 The Terms, excluding Section 7.3, will terminate on the expiry date printed on the Card (“Expiry Date”) unless the Card is auto-renewed, in which case you will be issued with a new Card before the existing one expires. In this instance these Terms will remain valid until the existing Card expires or is otherwise as set out in these Terms.
4. Issuance and activation of the Card
4.1. You may be issued with:
4.1.1. a “physical” Card, which will have the details of the PAN, the Expiry Date of the Card and the CVV code printed on it (the “Physical Card”); or
4.1.2. a “virtual” Card, in which case you will not receive a Physical Card but will receive details of the PAN, the Expiry Date and the CVV2 code (the “Virtual Card”).
4.2. In order to start using the Card, you may be required to activate it in accordance with instructions given to you by the SPARQ. You must keep your Physical Card and the details of the Virtual Card (as applicable) in a safe place and protect it against unauthorised access or use by third parties.
4.3. If you are issued with a Physical Card:
4.3.1. you must sign the Physical Card as soon as you receive it;
4.3.2. you may also receive a secret personal identification number (“PIN”) separately by post or you may be able to retrieve it electronically via the SPARQ’s Website or the SPARQ App.
4.4. You should memorise your PIN when you receive it. If you need to keep the written version of the PIN or separately write the PIN down for future reference, you must never keep it with the Card. You must never disclose your PIN to any other person, not even us. If you have not protected your PIN and your Card is used without your knowledge using the correct PIN, this may be classed as negligence for the purposes of Section 8.
4.5. You can manage the Card on your secure area of the SPARQ’s App.
4.6. The Card shall remain valid until the Expiry Date. If you require a replacement Card, please contact SPARQ using the contact details set out in section 2.7. Please note that an additional fee may be charged for a replacement Card - please see the fees section for more information.
4.7. The Card is an e-money product and as such it is not covered by the Financial Services Compensation Scheme. You may only use the Card for lawful Transactions.
5.1. Should the relevant card scheme and/or programme allow, you may use your Card to enter into the following transactions (hereinafter referred to as “Transactions”):
5.1.1. purchasing goods and/or services from merchants affiliated with the card scheme on your Card;
5.1.2. withdrawing cash from authorised banks worldwide;
5.1.3. receiving cash back from merchants (merchant dependent);
5.1.4. making cash withdrawals from automatic teller machines (“ATMs”).
5.2. You can authorise a Transaction by:
5.2.1. allowing a merchant to swipe the magnetic strip of the Card and the corresponding sales slip being signed; or
5.2.2. inserting the Card into a chip & PIN device and the correct PIN being entered;
5.2.3. providing relevant information to the merchant that allows the merchant to process the Transaction, for example, providing the merchant with the PAN, the Expiry Date and the CVV2 in the case of an internet or other non-face-to-face Transaction;
5.2.4. relevant information being provided to the payment initiation service provider that allows the payment initiation service provider to process the Transaction;
5.2.5. the Card is tapped against a “contactless” enabled reader and accepted by such reader.
5.3. If any of the methods of authorisation set out in section 5.2 are used, we shall be entitled to assume that you have authorised a Transaction unless we were informed that the relevant details of the Card have been lost, stolen or misappropriated prior the Transaction taking place.
5.4. You acknowledge the correctness of the amount of each Transaction which you authorise.
5.5. Once you have authorised a Transaction, the Transaction cannot be stopped or revoked. You may in certain circumstances be entitled to a refund in accordance with these Terms.
5.6. On receipt of notification of your authorisation of a Transaction and the Transaction payment order from the merchant and/or authorised bank, normally we will deduct the value of the Transaction, plus any applicable fees and charges, from the available funds in the Account. We will execute the Transaction by crediting the account of the merchant’s or ATM operator’s or bank’s (as applicable) payment service provider by the end of the next business day following the notification. If the notification is received on a non-business day or after 4:30 pm on a business day, it will be deemed received on the next business day.
5.7. The Issuer is not liable if, for any reason, the affiliated merchants or authorised banks do not accept the Card, or accept it only partly, nor it is liable in the case of late delivery of, or failure to deliver, goods or services. In the event of disputes or complaints of any kind concerning goods or services, or the exercise of any right in this connection, you should contact the affiliated merchant and/or authorised ban and/or ATM operator.
5.8. It is your responsibility to ensure that there are available funds in your Account to cover any spend, allowing for any foreign exchange fees and other applicable fees under these Terms. Should the Account at any time and for any reason have a negative balance, you shall repay the excess amount immediately and in full.
5.9. For Card usage conducted in other currencies (other than the currency of the Card), you shall accept the exchange rate used by Visa, which can be found https://www.visa.co.uk/support/consumer/travel-support/exchange-rate-calculator.html. Any changes in exchange rates may be applied immediately and without notice. The exchange rate, where applicable to a Transaction, will be shown in the e-statement. Please be careful when opting to use a merchant’s, bank’s or ATM operators exchange rates as they are often less competitive that the card scheme’s exchange rate.
5.10. The maximum amount you may withdraw in cash shall be subject to a daily limit, irrespective of the available funds in the Account. The Issuer may charge a fee for withdrawal of cash. Some ATMs may charge an additional fee, which is not included in the Table, however, will apply on top of the fees set out in the Table.
5.11. SPARQ and the Issuer have the right to review and change the spending limits on the Card at any time. You will be notified of any such changes via the SPARQ’s Website and/or the SPARQ App.
6. Non-execution of a Transaction
6.1. In certain circumstances the Issuer may refuse to execute a Transaction that you have authorised. These circumstances include:
6.1.1. if the Issuer has reasonable concerns about the security of the Card or suspect the Card is being used in a fraudulent or unauthorised manner;
6.1.2. if there are insufficient funds available to cover the Transaction and all associated fees at the time that receive notification of the Transaction or if there is an outstanding shortfall on the balance of the Account;
6.1.3. if the Issuer has reasonable grounds to believe you are acting in breach of these Terms;
6.1.4. if there are errors, failures (mechanical or otherwise) or refusals by merchants, payment processors or payment schemes processing Transactions, or
6.1.5. if the Issuer is required to do so by law.
6.2. Unless it would be unlawful for us to do so, where the Issuer refuses to complete a Transaction, the Issuer will notify you as soon as reasonably practicable that it has been refused and the reasons for the refusal, together, where relevant, with the procedure for correcting any factual errors that led to the refusal. Where the refusal is reasonably justified, the Issuer may charge you a fee when it notifies you that your payment request has been refused.
6.3. You may also claim a refund for a Transaction that you authorised provided that your authorisation did not specify the exact amount when you consented to the Transaction, and the amount of the Transaction exceeded the amount that you could reasonably have expected it to be taking into account your previous spending pattern on the Card, these Terms and the relevant circumstances.
6.4. Such a refund must be requested from us within 8 weeks of the amount being deducted from the Card. The Issuer may require you to provide us with evidence to substantiate your claim. Any refund or justification for refusing a refund will be provided within 10 business days of receiving your refund request or, where applicable, within 10 business days of receiving any further evidence requested by us. Any refund shall be equal to the amount of the Transaction. Any such refund will not be subject to any fee.
7. Access to information on Transactions and available funds in the Account
7.1. SPARQ has set up a secure area on the SPARQ App where you can view the available balance in your Account and view the details of any Transactions you have entered into. You can gain access to this by following the instructions on the SPARQ App. You must keep the credentials to obtain access to the secure areas safe and not disclose them to anyone.
7.2. The Issuer can, upon request, send you monthly information (“e-statement”) by email setting out:
7.2.1. a reference enabling you to identify each Transaction;
7.2.2. the amount of each Transaction;
7.2.3. the currency in which the Card is debited;
7.2.4. the amount of any Transaction charges including their break down, where applicable;
7.2.5. the exchange rate used in the Transaction and the amount of the Transaction after the currency conversion, where applicable; and
7.2.6. the Transaction debit value date.
If you would like the Issuer to provide you with the e-statement more often than monthly or not by email (or if agreed differently under this section 7, more often than agreed or in a different manner than agreed) then the Issuer may charge you a reasonable administration fee to cover our costs of providing the information more often or in a different manner.
7.3. If for any reason you have some available funds left in your Account following the termination of these Terms, you may redeem them in full up to 6 years following the termination.
8. Loss of the Card / Transaction refunds
8.1. As soon as you become aware of any loss, theft, misappropriation or unauthorised use of the Card, PIN or other security details, you must immediately notify the Issuer or SPARQ using the contact details set out in section 2.7.
8.2. In the event of theft, you should consider reporting the theft to the police.
8.3. If the Issuer believes you did not authorise a particular Transaction or that a Transaction was incorrectly carried out, in order to get a refund you must contact SPARQ or the Issuer as soon as you notice the problem using the contact details set out in section 2.7, and in any case no later than 13 months after the amount of the Transaction has been deducted from your Account.
8.4. The Issuer will refund any unauthorised Transaction and any associated Transaction fees and charges payable under these Terms subject to the rest of this section 8.
8.5. This refund shall be made as soon as practicable and in any event no later than the end of the business day following the day on which the Issuer becomes aware of the unauthorised Transaction, unless the Issuer has reasonable grounds to suspect fraudulent behaviour and notify the appropriate authorities. If the Issuer becomes aware of the unauthorised Transaction on a non-business day or after 4:30 pm on a business day, the Issuer will be deemed to have only become aware of the unauthorised Transaction at the beginning of the next business day.
8.6. If the Issuer is liable for an incorrectly executed Transaction, it will immediately refund you the amount of the incorrectly executed Transaction together with any associated Transaction fees and charges payable under these Terms. Depending on the circumstances, the Issuer may require you to complete a dispute declaration form relating to the incorrectly executed Transaction. The Issuer may conduct an investigation either before or after any refund has been determined or made. The Issuer will let you know as soon as possible the outcome of any such investigation.
8.7. If a Transaction initiated by a merchant (for example, this happens when you use the Card in a shop) has been incorrectly executed and the Issuer receives proof from the merchant’s payment service provider that it is liable for the incorrectly executed Transaction, the Issuer will refund as appropriate and immediately the Transaction and any associated Transaction fees and charges payable under these Terms.
8.8. The Issuer is not liable for any incorrectly executed Transactions if it can show that the payment was actually received by the merchant’s payment service provider, in which case they will be liable.
8.9. If you receive a late payment from another payment service provider (e.g. a refund from a retailer’s bank), the Issuer will credit the Account with the relevant amount of any associated fees and charges so that you will not be at a loss.
8.10. The Issuer will limit your liability to £35 for any losses incurred in respect of unauthorised Transactions subject to the following:
8.10.1. you will be liable for all losses incurred in respect of an unauthorised Transaction if you have acted fraudulently, or have intentionally or with gross negligence failed to: (a) look after and use the Card in accordance with these Terms; or (b) notify SPARQ or the Issuer of the problem in accordance with this section 8;
8.10.2. except where you have acted fraudulently, you will not be liable for any losses:
(a) incurred in respect of an unauthorised Transaction which arises after your notification to us of the loss, theft or misappropriation of the Card;
(b) arising where you have used the Card in a distance contract, for example, for an online purchase;
(c) arising where the loss, theft or misappropriation of the Card was not detectable by you before the unauthorised Transaction took place;
(d) where the Issuer has failed to provide you with the appropriate means of notification;
(e) arising where the Issuer are required by law (anticipated to apply from 14 September 2019) to apply Strong Customer Authentication (as defined in section 8.11) but fail to do so;
(f) the losses were caused by an act or omission of any employee, agent or branch of the Issuer or any entity which carries out activities on the Issuer’s behalf.
8.11. “Strong Customer Authentication” means authentication based on the use of two or more elements that are independent, in that the breach of one element does not compromise the reliability of any other element, and designed in such a way as to protect the confidentiality of the authentication data, with the elements falling into two or more of the following categories: (a) something known only by you (“knowledge”), (b) something held only by you (“possession”); (c) something inherent to you (“inherence”). Strong Customer Authentication is used to make Transactions more secure.
8.12. The Issuer is required to provide Strong Customer Authentication when:
8.12.1. you view the available balance on your Account through the SPARQ App and/or through an account information service provider (“AISP”);
8.12.2. when you initiate an electronic Transaction, directly [or when you initiate a remote electronic Transaction through a payment initiation service provider (“PISP”)]; or
8.12.3. when you carry out any action through a remote channel which may imply a risk of payment fraud or other abuses.
8.13. If the investigations show that any disputed Transaction was authorised by you or you may have acted fraudulently or with gross negligence, the Issuer may reverse any refund made and you will be liable for all losses the Issuer suffers in connection with the Transaction including but not limited to the cost of any investigation carried out in relation to the Transaction. The Issuer will give you reasonable notice of any reverse refund.
9. Blocking of the Card
The Issuer may block the Card, in which case you will not be able to execute any further Transactions, if the Issuer has reasonable concerns about the security of the Card or suspect the Card is being used in a fraudulent or unauthorised manner. The issuer will notify you of any such blocking in advance, or immediately after if this is not possible, and of the reasons for the suspension unless to do so would compromise reasonable security measures or otherwise be unlawful. The Issuer will unblock the Card and, where appropriate, issue a new Card, PIN and other security features free of charge as soon as practicable once the reasons for the suspension cease to exist.
10. Data Protection
10.2. To comply with applicable know-your-client-rules and anti-money laundering regulations (such as the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002, the Issuer and/or SPARQ and/or each of the Issuer’s banking providers and any other business partner (the “Partner”) shall be entitled to carry out all necessary verifications of your identity. The above mentioned Partner and SPARQ 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.
11. Fees and spending limits
11.1. You are liable for paying all fees arising from your use of the Card and subject to all spending limits placed on the Card by the Issuer.
11.2. The fees and spending limits on the Card are set out:
11.2.1. on the secure area of the SPARQ’s Website; and/or
11.2.2. on the SPARQ App.
12.1. If you would like to make a complaint relating to these Terms, please contact the Issuer using the contact details in section 2.7. The Issuer will promptly send you a complaint acknowledgement and a copy of its complaints procedure.
12.2. Please note that you may request a copy of the complaints procedure at any time. Details of the Issuer’s complaints procedure can also be found on the Issuer’s website. You agree to cooperate with the Issuer and provide the necessary information to investigate and resolve the complaint as quickly as possible.
12.3. The Issuer will endeavour to handle your complaint fairly and quickly, however, if you are not satisfied with the outcome, you may contact the Financial Ombudsman Service at Exchange Tower, London E14 9SR; telephone: 0800 023 4567 or 0300 123 9 123; website: http://www.financial-ombudsman.org.uk; and e-mail: [email protected]
12.4. The Issuer is a “trader” and “online trader” for the purposes of the Alternative Dispute Resolution for Consumer Disputes (Competent Authorities and Information) Regulations 2015 (“ADR Law”). The Financial Ombudsman Service is the only “ADR entity” the Issuer is legally obliged and committed to use in order to resolve disputes with consumers for the purposes of the ADR Law. The Issuer does not agree to resolve disputes with consumers using any other ADR entity or similar entity.
12.5. The European Commission’s online dispute resolution (“ODR”) platform can be found at https://ec.europa.eu/consumers/odr/main/?event=main.adr.show. The ODR platform can be used to resolve disputes between us and consumers.
13. Third Party Payment Service Providers
13.1. This section 13 applies when you use the services of an AISP or a PISP.
13.2. The Issuer may deny an AISP or PISP access to the Account for reasonably justified and duly evidenced reasons relating to unauthorised or fraudulent access to the Account by that AISP or PISP, including the unauthorised or fraudulent initiation of a Transaction. If the Issuer does deny access in this way, it will notify you of the denial and the reason for the denial in advance if possible, or immediately after the denial of access, unless to do so would compromise reasonably justified security reasons or is unlawful. The Issuer will allow AISP or PISP access to the Account once the reasons for denying access no longer apply.
14. Cooling off period
14.1. If you purchased the Card online or by some other remote means, for example via telephone, you are entitled to a 14-day “cooling off” period from the date you received your original Card during which you may cancel the Card. Should you wish to cancel the Card and these Terms during the “cooling off” period, please contact the Issuer for return details. The Card must be unsigned and unused and returned within 14 days of issue and a full refund of any fees paid to date will be made to you. If you have used the Card, you will not be entitled to a refund of any funds that have been spent, including any associated fees, but the Issuer will refund any unspent available funds free of charge.
15. Other important terms
15.1. The Terms and all communications will be in English. You may request a copy of these Terms free of charge at any time during the contractual relationship. If the Issuer needs to contact you in the event of suspected or actual fraud or security threats, it will first send you an SMS or email prompting you to contact the customer services team using the contact information the Issuer has been supplied with.
15.2. The Issuer may transfer this agreement to someone else. The Issuer may transfer its rights and obligations under these Terms to another organisation. The Issuer will always tell you in writing if this happens and it will ensure that the transfer will not affect your rights under the contract.
15.3. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
15.4. Nobody else has any rights under this contract. This contract is between you and the Issuer. No other person shall have any rights to enforce any of its terms.
15.5. Changes to these Terms / Termination. The Issuer reserves the right to amend these Terms for any reason by giving you two-months’ notice by e-mail. You will be deemed to have accepted the changes if you raise no objection prior to the expiry of the period set out in the notice. If you do not wish to accept the changes, you may terminate these Terms immediately and without charge by proving the Issuer with notice at any time prior to the expiry of the notice period. At all other times you may terminate these Terms at any time by giving us one months’ notice in accordance with section 2.7 and the Issuer may terminate these Terms by giving you two months’ notice in accordance with section 2.8.
15.6. If a court finds part of this contract illegal, the rest will continue in force. Each of the sections and sub-sections of these Terms operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
15.7. Even if the Issuer delays in enforcing this contract, it can still enforce it later. If the Issuer do not insist immediately that you do anything you are required to do under these Terms, or if the Issuer delays in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent the Issuer taking steps against you at a later date. For example, if you do not pay on time and the Issuer does not chase you but it continues to provide the services, it can still require you to make the payment at a later date.
15.8. Which laws apply to this contract and where you may bring legal proceedings. These Terms are governed by English law and you can bring legal proceedings in respect of these Terms in the English courts. If you live in Scotland you can bring legal proceedings in respect of the these Terms in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of these Terms in either the Northern Irish or the English courts.
UAB “PAYRNET” CONSUMER TERMS AND CONDITIONS
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 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 protected] 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.
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.
“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.
“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.
5.1 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.
7.1 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.
11.1 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 [email protected]
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 protected] , 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: [email protected] . 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 protected], or to the Supervision Service of the Bank of Lithuania, Žalgirio g. 90, LT-09303 Vilnius, email: [email protected] .
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.
13.1 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).
14.1 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.
Schedule 1 – PAYMENT SERVICES
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 [email protected] 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.
4.1 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,
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.
9.1 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
Associated Service Provider Name
Associated Service Provider Registered Address
Vesivärava tn 50-201, Tallinn, 10152
Associated Service Provider Postal Address
Vesivärava tn 50-201, Tallinn, 10152
Associated Service Provider country of incorporation
Associated Service Provider company number
Associated Service Provider website
Associated Service Provider contact email address for queries and support
Associated Service Provider contact email address for complaints
Schedule 3 – The SERVICES and FEES
Refer to the services and fees set out in the Associated Service Provider Terms
SPARQ DATA PRIVACY AND RETENTION POLICY
Terms and abbreviations
The purpose of the Policy is to protect the fundamental rights and freedoms of the natural persons with regard to Personal data processing, to inform Data subjects of the Personal data processing performed by the Company SPARQ in accordance with the requirements of GDPR, to establish the procedures, by which the Company SPARQ ensures observance of the Compliance laws, rules and standards that regulate Personal data processing.
The basic principles of Personal data processing
The Company SPARQ, as the Controller, performs Personal data processing in accordance with the requirements of the GDPR and other Compliance laws, rules and standards, ensuring observance of the basic principles of the Personal data processing, which specify that Personal data are:
Types of Personal data
The Company SPARQ may also process other categories of Personal data not mentioned in Paragraph 5.2, if it is performed in accordance with the requirements of the GDPR and other Compliance laws, rules and standards.
Purpose and legal basis for the processing of Personal data
Rights of the Data subject
Recipients of Personal data
Transfer of Personal data to third countries
Retention Period of data
The Company SPARQ carries out data processing for no longer than is necessary to achieve the respective purpose. The storage period of Personal data is based on the term of the agreement, the requirements of Compliance laws, rules and standards (for example, the Law on the Prevention of Money Laundering and Terrorism and Proliferation Financing stipulates storage of information obtained during a client research for 5 years after the end of an agreement between the Company SPARQ and client, transaction/operations storage of documents for 10 years.), the legitimate interests of the Company SPARQ or third parties or the consent of the Data subject.