UAB “Paytend Europe” Terms and Conditions
Valid from 2022-06-01
These Merchant Terms and Conditions (hereinafter referred to as “T&C”) constitute the business conditions of the company - UAB “Paytend Europe”, company code 304730875, with a registered office at Pamenkalnio str. 25-1, LT-01133 Vilnius, Lithuania, (hereinafter referred to as “Paytend Europe), registered in the Register of Legal Entities of the Republic of Lithuania, drawn up in accordance with Lithuanian law.
Paytend Europe is issued with the electronic money institution license by the Bank of Lithuania, license number is 41, dated 2018-11-27. Paytend Europe is supervised by the Bank of Lithuania located at Gedimino pr. 6, LT-01103, Vilnius, Lithuania, telephone no. +370 800 50 500. More information about the Bank of Lithuania is detailed by this link https://www.lb.lt/en/.
Before the start of using the services of Paytend Europe as described below, the Customer (or “you”) shall agree to these T&C, which form a legally binding contract between the Customer and Paytend Europe. For non-individual legal entities (such as corporations), the “Customer”, also referred to as “Merchant”, is the legal entity that registers for the service through its officers, employees or other authorized persons.
The natural person, the ‘Customer” is the natural person that registers for the services personally.
1. DEFINITION OF BASIC TERMS USED IN T&C
The following terms when used in these T&C or any document referred to herein shall have the following meaning:
1.1. Agreement means these T&C and any annexes hereto;
1.2. Account – the account opened in Paytend Europe for the Customer use;
1.3. Business Day means any day other than a Saturday or a Sunday or a public or bank holiday in Lithuania;
1.4. Confidential Information means any information which is marked as “Confidential” or “Proprietary” or should be reasonably expected to be confidential having regard to the context of disclosure or the nature of the information; including, without prejudice to the generality of the foregoing, the terms of this Agreement as well as business plans, data, strategies, methods, customer and Customer lists, technical specifications, transaction data and customer data shall be deemed confidential;
1.5. Consumer – a natural person who operates under these T&C and its annexes and does not pursue aims which are not consistent with business, commercial or professional activity of this person.
1.6. Electronic money – funds of the Customer credited/ transferred to and held on Paytend Europe Account for execution of Payment operations via Paytend Europe`s system.
1.7. Prices – prices for the Paytend Europe`s services and operations confirmed in accordance with the procedure established by Paytend Europe;
1.8. Commission fee – a fee charged by Paytend Europe for a payment operation and/ or related services.
1.9. Services means payment and e-money services as indicated in Clause 2.8. of this Agreement and provided by Paytend Europe.
1.10. Password (Passwords) – any code of the Customer created in Paytend Europe`s system or a code provided to the Customer by Paytend Europe for access to the Account a or initiation and management of separate services provided by Paytend Europe and/ or initiation, authorization, implementation, confirmation and reception of Payment operations.
1.11. Payment transfer – a payment service when money is transferred to the payment account of the Customer under the initiative of the Payer.;
1.12. Payment order – an order from the Payer or the Recipient (payment transfer) for the provider of payment services to execute a payment operation;
1.13. Payment operation – a money deposit, transfer or withdrawal initiated by the Payer or the Recipient;
1.14. Payment service – services allowing to deposit to and withdraw cash from the payment account as well as all operations related to management of the payment account; payment operations, including transfer of money held on the payment account opened in the institution of the provider of payment services of the Customer of payment services or in another payment institution; payment operations using a payment card or a similar instrument and/ or credit transfers, including periodic transfers; issuance and/ or acceptance of payment instruments; money remittances; payment operations when the consent of the payer to execute the payment operation is given using telecommunications terminal devices, digital or IT devices and the payment is performed to the operator of the telecommunications network or IT system, who is only a mediator between the provider of goods and the Customer of payment services;
1.15. Payment Instrument – a personalized tool and / or certain procedures agreed between Paytend Europe and the Customer and which are used by the Customer for the initiation of the Payment order.
1.16. Payer – a natural or legal person submitting a payment order;
1.17. Recipient – a natural (private) or legal person indicated in the payment order as a recipient of the payment;
1.18. Website means collectively Paytend Europe`s website, mobile and tablet device sites and applications;
1.19. Unique identifier – a combination of letters, numbers and symbols which Paytend Europe, as the provider of payment services, provides to the Customer of payments services, and which is used for identification of the Customer of payment services participating in the Payment operation and/ or an Account of the Customer used in the Payment operation.
1.20.1. the annexes to the Agreement;
1.20.2. these T&C;
1.20.3. any other document referred to in this Agreement or any other document attached to this Agreement.
1.21. In addition to these T&C, the relationships between Paytend Europe and the Customer are regulated by the laws and other legal acts of the Republic of Lithuania, Prices list, other additional annexes and by the principles of intelligence, justice and honesty.
2. PROVISION AND USE OF THE SERVICES PROVIDED BY PAYTEND EUROPE
Registration and creation the Account
2.1. The Services provided by Paytend Europe facilitate the execution of payments from a Customer to the Merchant as well as the execution of payments between Customers and Recipients and between the Customers and Payers.
2.2. The Customer’s account is the electronic money account which enables the Customers to send and receive payments.
2.3. In order to start to use the Services provided by Paytend Europe, the Customer (legal person and/or natural persons) must first submit the application of opening the Customer’s account and provide the information requested by Paytend Europe.
2.4. Paytend Europe has the right to refuse to register the new Customer without indicating the reasons, however, Paytend Europe assures that the refusal to register will always be based on significant reasons which Paytend Europe does not have to or does not have the right to reveal.
2.5. These T&C comes into force after the Customer has registered in the system of Paytend Europe, read terms and conditions of the present T&C and expressed his/ her consent to comply with them electronically. The T&C is valid for unlimited period of time, unless otherwise agreed by the Parties. The up-to-date version of the T&C and the Prices is always available on the Company’s Website and the Customer Account. Upon request of the Client, the T&C and the Prices may be provided to the Client anytime on paper or by e-mail at the address indicated by the Client.
2.6. The Customer confirms that he/ she provided the correct data when registering in the system of Paytend Europe and, if there is a need in changing or adding data, the Customer will submit correct data only. The Customer is liable for any losses that may occur due to submission of invalid data.
2.7. The Customer acknowledges and agrees that Paytend Europe operates solely as a payment intermediary and that Paytend Europe:
2.7.1. under no circumstances functions as a seller, buyer, dealer, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or merchant of Customer product/service; and
2.7.2. makes no representations or warranties and does not ensure the quality, safety or legality of any Customer product/service.
2.7.3. The Customer acknowledges and agrees that any dispute regarding any Customer’s product/service is between the sender and receiver of the funds and/or the supplier and receiver of the goods or services. Any transaction connected with the Customer’s products/services shall only obligate the Customer. Paytend Europe shall not be a party to any resulting dispute including but not limited to disputes over performance and liability issues relating to the delivery, quality, quantity or use of the Customer products/services. Customer shall fully indemnify Paytend Europe against any loss or liability (including full reimbursement of any legal and professional costs) Paytend Europe suffers or incurs as a result of, or in connection with, any claim made or threatened by a third party relating to any Customer’s products/services.
2.8. Paytend Europe intends to provide the following services:
2.8.1. Electronic money issuance and redemption;
2.8.2. Execution of payment transactions;
2.8.3. Issuing and/or acquiring of payment instruments.
2.9. The features and more detailed information of above indicated services provided by Paytend Europe shall be pointed out in additional agreement between Paytend Europe and Parties.
2.10. Legal Person:
2.10.1. The Customers – legal persons- should have legal business qualifications, standardized internal management, sound financial systems, and good financial situation.
2.10.3. Business licences or the extract from the public registers of the relevant authority about the Customer as legal entity, which shall indicate at least the basic information about Customer – registered name, registered location, registration number, tax registry number;
126.96.36.199. Tax registration certificates;
188.8.131.52 . Power of attorney which shows that the legal representative of the legal persons is enable to concluded this Agreement with Paytend Europe;
184.108.40.206. The filled Customer information questionnaire;
220.127.116.11 . Other information or documents, which Paytend Europe may request based on the individual circumstances and would allow Paytend Europe to verify the Customer’s identity.
2.11. Natural Person:
2.11.1. The Customers shall provide including, but not limited to the following information and documents to Paytend Europe:
2.11.2. ID card or passport of the legal representatives of the Customer, which shall indicate at least the basic information about the legal representative -name, surname, personal code, date of birth and etc.;
2.11.3. Power of attorney which shows that the legal representative of the legal persons is enable to concluded this Agreement with Paytend Europe;
2.11.4. The filled Customer information questionnaire;
2.11.5. Natural person which wish to open its personal account shall provide (not the representative of the legal person) shall indicate first name, last name and provide personal identification code when available (in other cases date of birth);
2.11.6. Other information or documents, which Paytend Europe may request based on the individual circumstances and would allow Paytend Europe to verify the Customer’s identity.
2.12. The Customer is liable for providing the information and documents requested by Paytend Europe. The Customer is liable that all information provided during the signup process or any time thereafter must be accurate and truthful.
2.13. Paytend Europe has the right not to check the suitability of the Customer for the using the Services in cases where the Customer does not provide the requested information and documents. Paytend Europe is under no obligation to provide the Services to an applicant Customer and may decline an application for Services in its sole discretion.
2.14. Once the documents and information provided by the Customer is checked by Paytend Europe, the Customer is entitled to start to use the Services provided by Paytend Europe and the Customer’s account.
2.15. The Customer is entitled to open one account unless Paytend Europe explicitly approves the opening of additional accounts.
Electronic money issuance and redemption terms
3.1. The Customer`s Account allows to deposit, transfer, keep funds in the Account for transfers, local and international money transfers executions, contribution payments, also receive money to the Account, settle for goods and services, and perform other operations directly related to money transfers. All the services provided by Paytend Europe may only be used by the Customer if the Customer has performed identification procedures in accordance with the rules established in the System of Paytend Europe.
3.2. Money held on Customer`s Account is considered Electronic money which shall be issued by Paytend Europe after the Customer`s transfer or deposit money to Paytend Europe`s Account. After a deposit performed by the Customer or money transfer to Customer`s Account and after Paytend Europe receives the money, Paytend Europe credits it to Customer`s account, at the same time issuing Electronic money at the nominal value. The Electronic money is credited to and held on Customer`s Account.
3.3. The specific method of depositing or transferring funds to Customer`s Account is selected by the Customer in the Account by choosing particular function, which contains instructions for depositing money for each mean of payment.
3.4. The nominal value of Electronic money coincides with the value of money deposited or transferred to Customer`s Account (after deduction of a standard Commission fee applicable to a particular payment mean).
3.5. Electronic money held on Customer`s Account is not a deposit and Paytend Europe does not, in any circumstances, pay any interest for Electronic money held on Customer`s Account and does not provide any other benefits associated with the time period the electronic money is stored.
3.6. At Customer`s request, Electronic money held on Customer`s Account shall be redeemed at their nominal value at any time, unless otherwise agreed by Paytend Europe and the Customer.
3.7. The Customer submits a request for redemption of Electronic money by generating a Payment order to transfer Electronic money from Paytend Europe`s Account to any other account specified by the Customer.
3.8. No specific conditions for redemption of Electronic money that would differ from the standard conditions for transfers and other Payment operations performed to the Customer`s Account shall be applied. The amount of redeemed or transferred electronic money is chosen by the Customer.
3.9. No additional fee for Electronic money redemption is applied. In the event of redemption of Electronic money, the Customer pays the usual Commission fee for a money transfer or withdrawal which depends on the method of Electronic money transfer or withdrawal chosen by the Customer. Standard Commission fees for money transfer or withdrawal are applied.
3.10. Provided that the Customer terminates this Agreement and applies with the request to close Paytend Europe`s Account and delete Customer`s Account from Paytend Europe System, or Paytend Europe terminates the provision of Paytend Europe`s Services to Customer and deletes Customer`s Account from Paytend Europe System in cases provided in the Agreement, money held on Customer`s Account shall be transferred to Customer`s bank account or to the account in another electronic payment system indicated by the Customer. Paytend Europe has the right to deduct from the repaid money the amounts that belongs to Paytend Europe (prices for Services provided by Paytend Europe and expenses which have not been paid by the Customer, including but not limited to, fines and damages incurred by Paytend Europe due to a breach of the Agreement committed by the Customer, which have been imposed by financial institutions and (or) other competent authority of state). In the event of a dispute between Paytend Europe and the Customer, Paytend Europe has the right to detain money under dispute until the dispute is resolved.
3.11. In case Paytend Europe fails to repay the money to the Customer due to reasons beyond the control of Paytend Europe, the Customer shall be notified thereof immediately. The Customer shall immediately indicate another account or provide additional information necessary to repay the money.
3. SENDING AND RECEIVING PAYMENTS
Information which shall be indicated in the Payment order
3.1. Authentication data for accessing the Customer account are set by the Customer. Authentication data shall refer to:
3.1.1. Login name – email address of the Customer set on the application form.
3.1.2. Password – a static alphanumeric string exclusively determined by the Customer. Paytend Europe shall not have access to the password, nor shall request it from the Customer at any time.
3.1.3. Special code that the Customer will receive to his / her mobile phone after initiating Payment transaction.
3.2. If the authentication data are incorrectly entered several times, Paytend Europe shall be entitled to block these authentication data. After thorough verification, the Customer shall be entitled to receive new authentication data on request.
3.3. Paytend Europe provides the Payment operations by the unique identifier – the code of the Account provided to the Customer by Paytend Europe
3.4. Paytend Europe is not liable if the unique identifier is not provided in the Payment order and / or it is incorrect, and / or the provider of payment services of the Recipient has set a different unique identifier for appropriate execution of such Payment operation (crediting funds to the payment account of the Recipient).
3.5. Paytend Europe has the right to request additional and / or other mandatory information (for example amount and currency, Recipient’s name, surname / name of the legal entity / code of the payment) which must be submitted to Paytend Europe in order to provide properly the execution of the Payment order.
3.6. Under this Agreement, Paytend Europe generally processes payment transactions for the Customer in non-cash form and exclusively in electronic form.
The consent for the Payment order and the cancellation of the Payment order
3.7. The Payment operation is considered to be authorized only when the Payer expresses its consent for the execution of Payment operation.
3.8. The consent may be provided to Paytend Europe in the form and manner agreed by the Parties. In case if the consent is provided in written, it shall be signed properly by both parties. The consent may be authorized by multi-factor Authentication including security elements of at least two of the following 3 categories:
3.8.1. knowledge (something the Customer knows) – secret code and/or password obtained when creating the Account;
3.8.2. possession (something only the Customer has) – token, code or password sent to the Customer’s verified device; and
3.8.3. inherence (something the Customer is) – Customer’s biometric recognition obtained when creating the Account,
3.9. The consent may be expressed by other form and manner needed for the concrete Services and / or indicated in the additional agreement between the Parties.
3.10. The consent shall be expressed prior to the execution of Payment operation.
3.11. The procedure of cancellation of the Payment order:
3.11.1. the Payment order cannot be canceled after Paytend Europe receives it, except for cases provided in these T&C;
3.11.2. if the Payment operation had been initiated by the Recipient the Payer cannot cancel the Payment order after the Payment order has been sent or the Payer has given the consent to the Recipient to perform the Payment operation;
3.11.3. the Payment Order may be canceled only in case the Customer (Payer) and Paytend Europe agree on this, however the consent of the Recipient is necessary.
Moment of receipt of the Payment order, Requirements applied to the Payment order and refusal to execute the Payment order
3.12. The Customer shall ensure that in his account is enough funds necessary for the execution of the Customer’s instructions. If the Customer does not have sufficient funds at the moment when the Customer's instruction is presented, Paytend Europe has the right to refuse to execute the Customer's instruction, unless otherwise agreed by the parties.
3.13. Paytend Europe shall process transfer orders given by the Customer without undue delay, provided that at the moment of maturity there are enough funds on the Customer's account, from which the payment is to be debited. If there are no sufficient funds, Paytend Europe shall not execute the transfer order.
3.14. In case where the Customer is the Payer, the Payment order is considered received by Paytend Europe on the day of its reception, or, if the moment of reception of the Payment order is not the Business day of Paytend Europe, the Payment order is considered received on the nearest business day of Paytend Europe.
3.15. The Payment order that was received by Paytend Europe on the Business day of Paytend Europe, but not on business hours set by Paytend Europe, is considered received on the nearest business day of Paytend Europe.
3.16. Payment orders inside the system of Paytend Europe are executed immediately (up to a few minutes, unless the Payment operation is suspended due to cases set forth by legal acts and these T&C), regardless of business hours of Paytend Europe.
3.17. Paytend Europe has the right to record and store any Payment orders submitted by any of the means agreed on with Paytend Europe, and to record and store information about all Payment operations performed by the Customer or according to Payment orders of the Customer. Records mentioned above may be submitted by Paytend Europe to the Customer and/or third persons, who have the right to receive such data under the basis set forth in the legislation, as evidence confirming the submission of Payment orders and/or executed Payment operations.
3.18. Paytend Europe has the right to refuse to execute a Payment order in case of a reasonable doubt that the Payment order has been submitted by the Customer or an authorized representative of the Customer, Payment order or the submitted documents are legitimate. In such cases, Paytend Europe has the right to demand from the Customer to additionally confirm the submitted Payment order and/ or submit documents confirming the rights of persons to manage the funds held on the Account or other documents indicated by Paytend Europe in a way acceptable to Paytend Europe at expense of the Customer. Paytend Europe is not liable for the losses which may arise due to refusal to execute the submitted Payment order due to the reason of the refusal to provide additional information or documents by the Customer.
3.19. Paytend Europe has the right to involve third parties to partially or fully execute the Payment order of the Customer, if the Customer's interests and/ or the essence of the Payment order requires so. In the event that the essence of the Payment order of the Customer requires sending and executing the Payment operation further by another financial institution, but this institution suspends the Payment order, Paytend Europe is not liable for such actions of that financial institution, but makes attempts to find out the reasons for the suspension of the Payment order.
3.20. Paytend Europe has the right to suspend and / or terminate the execution of the Payment order of the Customer, if required by law or in case it is necessary for other reasons beyond control of Paytend Europe.
3.21. In case Paytend Europe has refused to execute the Payment order submitted by the Customer, Paytend Europe shall immediately inform the Customer thereon or create necessary conditions for the Customer to get acquainted with such notification, except when such notification is technically impossible or forbidden by legal acts.
3.22. Paytend Europe shall not accept and execute Payment orders of the Customer to perform operations on the Account of the Customer if funds on the Account are arrested, the right of the Customer to manage the funds is otherwise legally limited, or in case operations are suspended by applicable legal acts.
3.23. If money transferred by the Payment order is returned due to reasons beyond the control of Paytend Europe (inaccurate data of the Payment order, the account of the Recipient is closed, etc.), the returned amount is credited to the Account of the Customer. Commission fees paid by the Payer for the Payment order execution are not returned, and other fees related to the returning of money and applied to Paytend Europe can be deducted from the Account of the Customer.
3.24. Payment transfers initiated by Paytend Europe may be standard and urgent. The manner of the Payment transfer is selected by the Customer. If the Customer does not select the Payment transfer manner, it is considered that the Customer has initiated a standard Payment transfer.
The terms of the execution of Services
3.25. The terms of the execution of Payment operations and the duration of execution of other Services are set forth in these T&C, Prices list, and other additional agreements between the Parties.
3.26. When the Payment operation shall be executed in euro in the Republic of Lithuania and other Member States and the Customer is the Payer, Paytend Europe ensures that the amount of the Payment operation is credited to the account of the Recipient created by the Recipient’s payment service provider on the day of execution of the Payment operation and, if the Payment order execution date is not the Business day of Paytend Europe, the nearest Business day of Paytend Europe. When the Payment operation shall be executed in the currencies of non-euro area Member States in the Republic of Lithuania and to other Member States and the Customer is the Payer, Paytend Europe ensures that the amount that the amount of the Payment operation is credited to the account of the Recipient created by the Recipient’s payment service provider on the day of execution of the Payment operation and, if the Payment order execution date is not the Business day of Paytend Europe, then the nearest Business day for payment operations, but not later than within 3 (three) business days after receipt of the Payment order in Paytend Europe.
The limits of the costs of the Payment operations
3.27. The maximum limits of the costs of the Payment operations may be set in the additional agreements signed between Paytend Europe and the Customer.
Additional use of measures of the identity verifications
3.28. The measures of the Customer’s identity verification provided by Paytend Europe may be used to confirm the identity of the Customer by providing information about the Paytend Europe`s provided Services and / or provided to the Customer in all manner specified by Paytend Europe (for example, by the telephone provided by Paytend Europe).
Blocking the Account and / or suspension of the Services to the Customer
3.29. The Customer shall co-operate with Paytend Europe to investigate any suspected illegal, fraudulent or improper activity.
3.30. Paytend Europe is entitled to block the funds collected on the Customer’s account as follows:
3.30.1. Paytend Europe has a suspicion that the funds collected on the Customer’s Account are intended for the commitment of a crime, resulted from the crime or participation thereon;
3.30.2. if there is a suspicion that an unauthorized payment transaction was carried out through the Customer’s account;
3.30.3. the Customer is in delay in discharging its obligations under this Agreement;
3.30.4. bankruptcy is declared in respect of the Customer's assets, restructuring is initiated, the bankruptcy petition is cancelled owing to the lack of funds for the remuneration of the trustee in bankruptcy, the Customer enters into liquidation, or the risk of insolvency on the Customer's side excessively increases within a short period;
3.30.5. for the purposes of corrective accounting and settlement;
3.30.6. the Customer is using Paytend Europe Services and fraudulent acts have been proved on the Customer's side or criminal proceedings are initiated against the Customer or its employees in the matter of fraudulent acts; or if actions of the Customer fail to comply with the rules of Paytend Europe banking partners and such conduct may cause Paytend Europe a damage.
3.31. Paytend Europe reserves the right to suspend, at any time and at its sole discretion, the Customer Account (or certain functionalities thereof such as uploading, receiving, sending and/or withdrawing funds), inter alia, for audit:
3.31.1. where Paytend Europe believes it is necessary or desirable to protect the security of the Customer account; or
3.31.2. if any transactions are made which Paytend Europe in its sole discretion deems to be:
(a) made in breach of this Agreement or in breach of the security requirements of the Customer Account; or
(b) suspicious, unauthorized or fraudulent, including without limitation in relation to money laundering, terrorism financing, fraud or other illegal activities; or
3.31.3. upon the insolvency, liquidation, winding up, bankruptcy, administration, receivership or dissolution of the Customer, or where Paytend Europe reasonably considers that there is a threat of the same in relation to the Customer; or
3.31.4. where anything occurs which in the opinion of Paytend Europe suggests that the Customer shall be unable to provide the Customer’s products/services and/or otherwise fulfil the contacts that it has with its Customers; or
3.31.5. if the transactions are for the sale of goods and/or services which fall outside of the agreed business activities of the Customer, or where the Customer presents a transaction and fails to deliver the relevant goods and/or services.
3.32. Paytend Europe will make reasonable efforts to inform the Customer of any such suspension in advance, or if this is not practicable, immediately afterwards and give its reasons for such suspension unless informing the Customer would compromise security measures or is otherwise prohibited by law or regulatory requirements.
3.33. In addition, Paytend Europe reserves the right (at its sole discretion) to suspend the Customer account (or certain functionalities thereof such as uploading, receiving, sending and/or withdrawing funds) at any time where it is required to do so under relevant and applicable laws and regulations. Paytend Europe will make reasonable efforts to inform the Customer of any such suspension unless Paytend Europe is prohibited from doing so by law or under an order from a competent court or authority.
4. INFORMATION PROVIDED TO THE CUSTOMER ABOUT THE PAYMENTS OPERATIONS
4.1. Paytend Europe is obligated to provide the information to the Customer (before the execution of Payment order) about the possible maximum terms of the execution of certain Payment order, the payable Commission fees and how this Commission fees are split up. This information is available on the Website of Paytend Europe as well as in the personal Account of the Customer.
4.2. Paytend Europe may provide the extract to the Customer about the provided Payment operations, which show as follows:
4.2.1. the amount of the Payment operation in the currency indicated in the Payment Order;
4.2.2. The Commission fees payable for the Payment operations and how the Commission fees are split up;
4.2.3. the applicable currency exchange rate and the amount of Payment operation after the currency exchange rate, if case if during the execution of Payment operations currency was exchange;
4.2.4. the date of write down of funds from the Account;
4.2.5. the date of incomes to the Account;
4.2.6. other information which shall be provided to the Customer in accordance to the applicable legal acts of the Republic of Lithuania.
4.3. The extract may be provided through the Account of the Customer. In this case the Customer may be able to access and download the extract anytime.
5. PRICES PAYABLE FOR THE SERVICES PROVIDED BY PAYTEND EUROPE, COMMISION FEE, INTEREST AND CURRENCY EXCHANGE
5.1. Paytend Europe shall charge Prices related to its standard Services in accordance with this Agreement and the price list which is attached to this Agreement and shall be considered as an inseparable part of this Agreement. Paytend Europe shall charge individual Prices to the Customer for non-standards Services not defined herein and/or in the price list and the Customer shall be informed thereon before using such services.
5.2. Unless otherwise indicated, Prices are quoted in Euro.
5.3. For the Payment services and / or related services performed by Paytend Europe, the Customer shall pay the Commission fee to Paytend Europe. The Commission fee is indicated in the Prices list and / or the additional agreement with the Customer. In case if the Customer fails to fulfill its obligation to pay the Commission fee to Paytend Europe, the Customer shall pay to Paytend Europe penalties (the fines or default interest) set forth in the Pricing list, additional agreement and / or legal acts of the Republic of Lithuania.
5.4. Any Prices and Commission fee payable by the Customer shall be deducted from the Customer account balance. If the Customer account balance is insufficient, or the Customer account balance becomes negative, Paytend Europe reserves the right to invoice the Customer for any shortfall.
5.5. Where Paytend Europe has no possibility to deduct any Prices and / or Commission fee payable by the Customer for the provided Services from the balance of the Customer account Paytend Europe shall issue the separate invoice for the amount owed. Invoices are payable within 10 (ten) days of the date of the invoice. In case of overdue payments, Paytend Europe reserves the right to charge default interest in the amount of 0,05 % and/or terminate these T&C with immediate effect by giving written notice to the Customer.
5.6. In case if during the performance of the Payment operation there are not enough funds for execution of Payment operation and payment of Commission fee in the Account of the Customer, Paytend Europe shall have the to refuse not to execute the Payment operation.
5.9. Paytend Europe applies the changed basic exchange rate of currency immediately without a separate notice.
5.10. In case if the currency in which the order to execute the Payment operation is different than the currency in which the Account is debited, the conversion of such currencies shall be performed in accordance with the procedure established by Paytend Europe, which shall be published on the Website of Paytend Europe.
6. COMMUNICATION BETWEEN THE PARTIE
6.1. These General Conditions, all communication, information about any changes to the Services and the Prices information shall be announced in English. These general Conditions shall be executed in English. The Customer confirms that he accepts that the all the communication, including the personal communication between the Paytend Europe and the Customer, shall be executed in English.
6.2. The information shall be provided to the Customer personally or by announcing it publicly:
6.2.1. the information may be provided personally to the Customer through the Account of the Customer, sent by post to the address of the Customer registration address, via e-mail indicated during the process of application of the opening the Account, by call or SMS using telephone number indicated during the process of application of the opening the Account and other telecommunication instruments, including electronic means;
6.2.2. the information may be published on the Website of the Paytend Europe.. The information provided publicly is considered to be duly delivered to the Customer, except the cases of mandatory requirements of the laws and other legal acts of the Republic of Lithuania and / or the cases when Paytend Europe is obligated to inform the Customer personally.
6.3. The Client acknowledges that any communication between Paytend Europe and the Customer shall take place primarily through the Account of the Customer and e-mail indicated during the process of application of the opening the Account. Disclosure of any information by Paytend Europe through the Account of the Customer and via the e-mail means that the relevant information is duly delivered to the Customer and is effective.
6.4. The Customer acknowledges that communication through the Account of the Customer may be done only if the Customer enters into its personal Account by using its login credentials or other requested personalized security credentials provided by Paytend Europe to the Customer due to the purpose of the Customer’s authentication.
6.5. E-mail communication is possible to addresses that are given on the website of the Paytend Europe and the e-mail addresses given by the Customer during the registration session to the Paytend Europe`s system. E-mail message is considered to be duly delivered on the following Business Day.
6.6. In case of communication by telephone, the Customer shall be verified on the basis of the Customer` s data. Phone communication between Paytend Europe and the Customer is possible at times published on the Website of Paytend Europe. The message given to the Customer through telephone is considered to be duly delivered at the moment of the conversation with the Customer.
6.7. In case of communication through the post, letters are delivered to the other party’s address. The letter is considered to be duly delivered on the third days after the delivery of the notice informing that the letter cannot be delivered to the other party or that the letter was rejected or was not collected by the other party within the collection period, even if the addressee has no knowledge of the letter.
6.8. The information announced on the Website, Customer`s account as well as published publicly is considered to be duly delivered on the day of the announcing / publishing such information.
6.9. The Customer agrees that Paytend Europe may record, within prior notice, any ongoing communication between Paytend Europe and the Customer using any available technical means, and will archive all the records, as well as the copies of any information and documents that Paytend Europe will receive from the Customer and Third parties. The Customer agrees that Paytend Europe may at any time use this information for the purposes stated in these General Conditions or for ensuring compliance with these General Conditions.
6.10. The Customer is entitled to get the information about these General Conditions as well as the General Conditions as itself in paper version or any other durable medium, in which Paytend Europe is able to provide such information.
6.11. If the Customer would like to contact Paytend Europe about a concern relating to these General Conditions, the Customer may call on +37061088300 (note: telephone network charges will apply), or contact Paytend Europe via in-app support or email firstname.lastname@example.org Paytend Europe will try to resolve any issues the Customers may have about their Account or the Services. Paytend Europe shall provide the answer within 15(fifteen) Business days of receiving Customer`s concern unless the concern is of a “simple” nature and can be resolved with 1 (one) Business day from the receipt day. Paytend Europe shall inform the Customer if exceptional circumstances arise, in which case it may take up to 35 (thirty-five) Business days to address Customer`s concern.
6.12. The parties shall inform each other without undue delay of any changes to their contact information. Upon the request of Paytend Europe, the Customer shall provide the relevant documents proved that the contact information is changed. The failure to fulfill these obligations means that the notice sent on the basis of the latest contact information provided to the other Party is duly delivered and any obligation fulfilled in accordance with such contact information is executed properly. The Customer acknowledge that Paytend Europe has the right to inform about the change of its contact information by way of publicly announcement.
6.13. In order to protect the Customer`s funds from the possible unlawful acts of third parties, the Customer shall immediately notify Paytend Europe in writing of the theft of his / her identity document theft or loss in another way.
6.14. The Parties must promptly inform each other of any circumstances relevant to the proper performance of these General Conditions. Upon the request of Paytend Europe, the Customer is obliged to provide the such circumstances (for example, a change of the sample signature of the Customer or the Customer`s representative, the initiation and setting-up of the Customer`s bankruptcy, the Customer`s liquidation, reorganization, conversion, etc.) regardless of whether this information has been provided to the public registers.
7. CHANGE OF FEES, TERMS OF THIS AGREEMENT, TERMS OF SERVICES
7.1. This Agreement is subject to change from time to time.
7.2. Paytend Europe is entitled to change unilaterally this Agreement, applicable Fees and / or the terms of Services.
7.3. Paytend Europe is obligated to inform the Customer about the changes of this Agreement, applicable Fees and / or the terms of services that make the Customer’s situation difficult (e. g. increasing the current Fees) at least 60 (sixty) calendar days before such changes will entry into force.
7.4. Paytend Europe notifies the Customer about the changes of this Agreement, applicable Fees and / or the terms of services by publishing the information on its website, URL address: https://www.paytend.com/ and personally through the Account and / or by post and / or by electronically messages (e-mail, short message service (SMS), notification in the app of Paytend Europe) sent to the Client.
7.5. If no objection notice is received by Paytend Europe within the stipulated time frame, the Customer is deemed to have accepted the changes.
7.6. The Customer has the right to terminate this Agreement with immediate at any time and without charges after receiving the information about changes and before any changes stipulated in provided information becomes effective.
7.7. The termination of this Agreement in accordance to the clause 7.6. shall not release the Customer from its obligations to Paytend Europe arising prior to the date of termination of this Agreement to be properly executed.
7.8. If the Customer does not use his right to terminate this Agreement in accordance with the clauses 7.6. of this Agreement, the Customer shall be deemed as accepted the changes to this Agreement, Fees and / or terms of Services made. If the Customer agrees with the changes to this Agreement, Fees and / or terms of the Services, then the Customer is not entitled subsequently to submit to Paytend Europe Customer’s objection and / or claims regarding the content of such changes.
8. SECURITY AND CORRECTIVE MEASURES
8.1. The Customer is responsible for the safety of devices used to log in to the Account, shall not leave them unattended, in public places or otherwise easily accessible to third persons.
8.2. It is recommended to update software, applications, anti-virus programs, browsers and other programs in time.
8.3. It is recommended to protect devices with passwords, PIN codes or other safety instruments.
8.4. It is recommended to evaluate received emails with cautiousness, even if Paytend Europe is indicated as the sender. Paytend Europe will never request the Customer to download attachments or install software. Attachments to fraud e-mails may contain viruses which can harm devices or pose a risk to the safety of the Customer account.
8.5. It is recommended not to click on unknown links, open unknown documents, install software or application from unknown, unreliable sources or visit unsafe websites.
8.6.1. immediately inform Paytend Europe thereof and request to block the Customer’s account;
8.6.2. in order to continue to use the account, the Customer shall change the password, use other additional account confirmation instruments or use safer instruments and delete unsafe additional login confirmation instruments.
The blocking of the Account and the payment instrument, if the later has been given to the Customer
8.7. In addition to the provisions of 3.28 – 3.32, Paytend Europe has the right to block the Account (to stop the execution of the Payment operations at all or partly) and / or the payment instrument if such instrument has been given to the Customer in such cases as follows:
8.7.1. in case of the objectively justified reasons related to the security of the funds and / or the payment instrument in the Account, the alleged unauthorized or fraudulent use of the funds and / or the payment instrument in the Account;
8.7.2. in case if the Customer does not follow with the terms of the present T&C;
8.7.3. in case if Paytend Europe has the reasonable suspicions that funds in the Account may be used by the other persons for the unlawful actions, including but not limited to the commission of criminal activities;
8.7.4. in case of other basis set forth by the legal acts of the Republic of Lithuania and / or the cases indicated in the additional agreements signed between the Parties.
The notices provided by the Customer regarding the unauthorized or improperly executed Payment operations
8.8. The Customer is obligated to check the information about the executed Payment operations at least 1 (one) time per month.
8.9. The Customer is obligated to inform Paytend Europe in writing about the unauthorized or improperly executed Payment operations, including the noticed mistakes, inaccuracies in the extract immediately from the acknowledge of such circumstances and in any case not later than 13 (thirteen) months from the date on which (in the opinion of the Customer) Paytend Europe executed unauthorized or improperly executed the Payment operation. The other terms of informing Paytend Europe about the circumstances described above may be used in cases where the Customer is the Consumer and, in the cases, set forth by the additional agreements signed between the Parties.
8.10. In case if the Customer does not notify Paytend Europe about the circumstances described in the point 8.9. of these T&C within the terms indicated in these T&C and the additional agreements between the Parties then it shall be considered that the Customer unconditionally confirmed the Payment operations executed in the Account of the Customer.
The liability of the Customer for unauthorized Payments operations and the liability of Paytend Europe for the unauthorized Payment operations
8.11. In case if the Customer is the Consumer and he denies the authorization of the executed Payment operation or declares that the Payment operation was executed improperly, Paytend Europe is obligated to prove that the Payment operation was authorized, it has been properly registered, entered in the accounts and was not affected by technical disturbances or other deficiencies in the Services provided by Paytend Europe.
8.12. In case if the Customer is the legal person the using of the identity verification measures and login credentials of the Account is the right prove, that the Customer authorized the Payment operation or was acting not honestly and due the intentionally or due to the gross negligence not fulfilled the obligations set forth in the points 8.1 – 8.6 of these T&C.
8.13. In accordance to the terms indicated in the point 8.9 of these T&C or having determined that the Payment operation was not authorized by the Customer, Paytend Europe without undue delay, but no later than by the end of the next Business day, return the amount of the unauthorized Payment operation to the Customer and, where applicable, - restores the balance of the Account from which this amount was written down and which would have existed if the unauthorized Payment operation had not been executed, unless Paytend Europe has reasonable suspicious of the fraud.
8.14. If the Customer is the Consumer, the Customer bears all the losses that have arisen due to unauthorized payment operations for the amount of up to 50 (fifty) Euros if these loses have been incurred due to:
8.14.1. usage of a lost or stolen payment instrument;
8.14.2. illegal acquisition of a payment instrument if the Customer had not protected personalized security features (including identity verification instruments).
If the Customer is not the Consumer, the Customer shall bear all losses for the reasons specified in this point, except as otherwise provided in these T&C and / or the additional agreements signed between the Parties.
8.15. The Customer is liable for any losses caused by unauthorized Payment operation if such losses incurred to the Customer due to the Customer’s not honest actions or acting intentionally or due to the gross negligence suffered from them acting in bad faith or intent, or due to gross negligence or not fulfilling one or more of the obligations set forth in the point 8.1-8.6 of these T&C and additional agreements signed between the Parties.
8.16. The Account may be blocked by the Customer’s initiative and / or the Account (including the payment instrument if such is given to the Customer) may be blocked if the Customer submits a respective request to Paytend Europe. Paytend Europe has the right to demand that the request submitted by the Customer's oral request to block the Account (including the payment instrument if such is given to the Customer) be subsequently approved in writing or in another manner acceptable to Paytend Europe.
8.17. If Paytend Europe has the reasonable doubts that the request indicated in the point 8.16 of these T&C is not submitted by the Customer, Paytend Europe has the right to refuse to block the Account (including the payment instrument if such is given to the Customer). In such cases, Paytend Europe shall not be liable for any losses that may result from the failure to comply with the said request.
8.18. Other terms of the liability of the Parties for the unauthorized Payment operations may be indicated in the additional agreements between the Parties.
Liability of Paytend Europe for proper execution of Payment operation
8.19. In case if the of the improperly execution of the Payment operation and where the Customer is the legal entity, Paytend Europe is liable only due to the fault of Paytend Europe. Paytend Europe is not liable for third parties’ mistakes.
8.20. If the Customer initiating the Payment order executes a Payment order by identifying a unique identifier, such Payment order shall be deemed to be executed properly if it was executed according to the specified unique identifier. Paytend Europe has the right, but it is not obliged to check whether the unique identifier presented in the Payment order received by Paytend Europe corresponds to the Account holder's name and surname (name).
8.22. If the Customer (Payer) initiates properly the Payment order and the Payment operation is not executed or executed improperly, Paytend Europe, at the request of such Customer, shall immediately and without charge take measures to trace the Payment operation and to inform about results of search the Customer.
8.23. Paytend Europe is liable for the properly initiated Payment order with the terms set forth by these T&C and / or additional agreements signed between the Parties.
8.24. Paytend Europe is liable for the not applying the Commission fees or not giving back the already paid Commission fee in case if the Payment order was not executed or executed improperly due to the fault of Paytend Europe.
8.25. Paytend Europe is not liable for the indirect losses incurred by the Customer and related to the not executed Payment order or improperly executed Payment order. Paytend Europe is liable only for the direct losses of the Customer.
8.26. Paytend Europe is not liable for claims raised between the Recipient and Payer and such claims are not reviewed by Paytend Europe. The Customer may submit the claim to Paytend Europe only regarding the non-performance or improperly performance of the obligations of Paytend Europe.
8.26.1. Limitations of liability of Paytend Europe shall not be applied if such limitations are prohibited by the applicable law.
8.27. Conditions of refunding to the Payer the amounts of Payment Transactions initiated by or through the Recipient
8.27.1. The Customer (Payer) shall have the right to recover from Paytend Europe the full amount of the authorized and already executed Payment transaction initiated by or through the Recipient and the Payer shall not incur losses because of interest payable to or receivable from Paytend Europe, provided that both of the following conditions are met:
8.27.2. when authorizing the Payment transaction its precise amount is not specified;
8.27.3. the Payment transaction amount exceeds the amount which could have been reasonably expected by the Customer (Payer) considering his previous expenditure, terms and conditions of the contract and other circumstances, except for the circumstances relating to the exchange of currency, when upon executing the Payment transaction the currency exchange agreed between the Customer (Payer) and Paytend Europe was applied. If, upon giving his consent to execute the Payment ransaction, the Customer (Payer) indicates the maximum permissible amount of such Payment transactions (one Payment transaction or several such Payment transactions executed over a certain period), it shall be considered that such particular maximum amount of the Payment transactions could have been reasonably expected by the Customer (Payer).
8.27.4. At the request of Paytend Europe, the Customer (Payer) must immediately provide information about the existence of the conditions specified in items 18.104.22.168-22.214.171.124 above.
8.27.5. The Customer (Payer) shall not be entitled to the refund of amounts of Payment transactions initiated by or through the Recipient under clause 8.27.1 of these T&C, if the Customer (Payer) has given consent directly to Paytend Europe and Paytend Europe or the Recipient has furnished the Customer (Payer) in the agreed manner with the information about the future Payment transaction or created conditions to get familiarized with it at least four weeks before the planned execution of the Payment transaction.
8.27.6. The Customer (Payer) shall have the right to ask Paytend Europe to refund the amount of the Payment transaction initiated by or through the Recipient within eight weeks of the day on which the funds were debited from the Account.
8.27.7. Upon receipt of the request of the Customer (Payer) to refund the Payment transaction amount, Paytend Europe shall refund the full amount within 10 (ten) Business Days of Paytend Europe or shall state the reasons for its refusal to refund such amount and the procedure of appealing against the refusal. Paytend Europe shall have the right to refund the amount of the Payment transaction to the Payer without investigating the conditions provided for in point 126.96.36.199 and clause 8.27.3 of these T&C and the fact of existence of the circumstances and to take into consideration only the respective request of the Payer. If the Payment transaction amount is refunded to the Payer the Commissions paid to Paytend Europe and related with the execution of such Payment transaction shall not be refunded.
9.1. During the term of this Agreement and thereafter, each party shall use and reproduce the other party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other party’s Confidential Information to its employees, consultants, advisors or independent contractors with a need to know and will not disclose the other party’s Confidential Information to any third party without the prior written approval of the other party.
9.2. Notwithstanding the foregoing, it will not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or governmental investigation or proceeding.
9.3. The confidentiality obligations shall not apply to information that:
9.3.1. is or becomes public knowledge through no action or fault of the other party;
9.3.2. is known to either party without restriction, prior to receipt from the other party under this Agreement, from its own independent sources as evidenced by such party’s written records, and which was not acquired, directly or indirectly, from the other party;
9.3.3. either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; or
10. PERSONAL DATA PROTECTION
10.2. Each party when acting as data processor shall process the personal data in accordance to the General Data Protection Regulation (GDPR) as well as in accordance with other applicable laws of personal data protection.
10.3. Where one party acts as the data processor of personal data processed by the other party as data controller, the data processor shall at all times follow the data controller’s reasonable instructions with regards to the personal data processed.
11. TERM AND TERMINATION
11.1. This Agreement may be terminated as follows:
11.1.1. by mutual agreement between parties;
11.1.2. upon the expiration of the period for which this Agreement was concluded, if the Agreement was concluded for a definite period;
11.1.3. if Paytend Europe or the Customer is dissolved without the legal successor;
11.1.4. upon expiry of Paytend Europe license to provide the Services;
11.1.5. by the termination notice given by one of the parties for any of the reasons specified below.
11.2. Paytend Europe shall be entitled to terminate this Agreement with the effect from the date of delivery of a termination notice to the Customer if:
11.2.1. the Customer files a petition for bankruptcy, becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or a receiver is appointed for the Customer or its business, or the Customer goes into liquidation either voluntarily (otherwise than for reconstruction or amalgamation) or compulsorily;
11.2.2. the Customer breaches the Agreement or acts in contradiction with the Terms, and fails to provide remedy within the time limit specified by Paytend Europe;
11.2.3. Paytend Europe has a justified suspicion that the Customer or a person authorized to act on the Customer’s behalf behaves in contradiction with the generally binding legal regulations, good morals, principles of fair business, AML terms, or the Customer’s position has changed substantially so that the Customer can no longer guarantee compliance with this Agreement;
11.2.4. the Customer has unpaid liabilities towards Paytend Europe;
11.2.5. the Bank of Lithuania instructs or advises Paytend Europe to end cooperation with the Customer;
11.2.6. the information provided by the Customer and used in this Agreement proves to be untrue, incomplete, inaccurate, and incomprehensible;
11.2.7. fraudulent acting of the Customer was proved in relation to usage of the Customer’s account or criminal prosecution has been initiated for fraudulent acting of the Customer or his employees;
11.2.8. Paytend Europe would breach the rules or recommendations of its banking partners if continued to provide Paytend Europe services to the Customer.
11.3. The Customer shall be entitled to terminate this Agreement with Paytend Europe in writing with effect from the date of delivery of termination notice to Paytend Europe if:
11.3.1. Paytend Europe repeatedly and grossly violates this Agreement;
11.3.2. Paytend Europe loses its license to provide the Services;
11.3.3. Such events occur on the Customer's side that may affect the discharge of liabilities towards Paytend Europe (initiation of a bankruptcy, restructuring, foreclosure, liquidation, or criminal proceedings, etc.).
11.4. The termination of this Agreement shall not release the parties from their obligations to each other arising prior to the date of termination of this Agreement to be properly executed.
12. GOVERNING LAW AND DISPUTES RESOLUTION
12.1. This Agreement is drawn up in accordance with the law of the Republic of Lithuania. Relationships not covered by these T&C are governed by the applicable legal regulations.
12.2. The disputes between Paytend Europe and Customer shall be solved through negotiations.
12.3. In case if the dispute cannot be solved through negotiations, the Customer can submit a complaint by post or e-mail, specifying Customer’s name, contact details, relevant information, which would indicate why the Customer reasonably believes that Paytend Europe violated the legal rights and interests of the Customer while providing the Services. The Customer can add other available evidence that justifies the need for such a complaint. If the Customer would like to submit a formal complaint, the Customer shall send the email to email@example.com.
12.4. Upon receipt of a complaint from the Customer, the Paytend Europe confirms receipt of the complaint and indicates the time limit within which the reply will be submitted. In each case, the deadline for submitting a reply may vary as it directly depends on the extent and complexity of the complaint filed, but the Paytend Europe will make the maximum effort to provide the response to the Customer within the shortest possible time, but not later than 15 (fifteen) business days. In case if Paytend Europe is not able to provide the final answer within 15 (fifteen) Business days, Paytend Europe shall inform the Customer about that and indicate the time when the answer will be provided, however the term shall not be longer than 35 (thirty-five) Business days.
12.5. In case the Customer is the Consumer and considers that his/her claim was solved not right, the Customer has the right to submitt the claim directly to the Bank of Lithuania as the Paytend Europe is the electronic money institution established and licensed in Lithuania. The claim to the Bank of Lithuania may be submitted by following:
12.5.1. via the electronic dispute settlement facility E-Government Gateway;
12.5.2. by completing a Consumer application form which may be found in the website of the Bank of Lithuania and by sending it to the Supervision Service of the Bank of Lithuania, Žirmūnų g. 151, LT-09128, Vilnius, Lithuania or by email firstname.lastname@example.org
12.5.3. by filling out a free-form application and sending it to Supervision Service of the Bank of Lithuania Žirmūnų g. 151, LT-09128, Vilnius, Lithuania or by e-mail – email@example.com
12.6. More information about the procedure of submitting the compliant to the Bank of Lithuania may be in the website of the Bank of Lithuania.
12.7. The Customer (who is the Consumer) who have a place of residence in other European Union or European Economic Area member states are also able to submit their claim to the relevant local authority in their place of residence.
12.8. In case if the Customer wants to submit the complaint to the Bank of Lithuania as the supervisory authority, the Customer may it submit by the following:
- written complaint submitting to the post-box of the Bank of Lithuania by address Totorių g. 4 ir Žirmūnų g. 151 on Business days from 7:00 till 18:00;
- by sending the letter to address Totorių g. 4, LT-01121 Vilnius;
- by sending e-mail firstname.lastname@example.org or email@example.com;
- by fax (8 5) 268 0038;
- by submitting written complaint at the Bank of Lithuania;
- by filling the electronic reference at the website of the Bank of Lithuania.
12.9. If the Customer would like to contact Paytend for any other reason connected to these terms and conditions than described above, the Customer may contact Paytend Europe via in-app support or email Paytend Europe at firstname.lastname@example.org.
12.10. In case if the dispute cannot be settled through negotiations, disputes shall be solved in the courts of the Republic of Lithuania in accordance with the procedure set forth by the laws of the Republic of Lithuania.
13. FINAL PROVISIONS
13.1. Paytend Europe and the Customer are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into agreements of any kind on behalf of the other.
188.8.131.52. Customer may not transfer or assign any rights or obligations he may have under this Agreement without Paytend Europe`s prior written consent. Paytend Europe reserves the right to transfer or assign this Agreement and all rights or obligations under this Agreement with prior notice to the Customer.. The foregoing does not apply if either party changes its corporate name or merges with another corporation.
13.2. If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law.
13.4. Neither party shall be liable for any economic loss, delay or failure in performance of any part of this Agreement to the extent that such loss, delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, governmental requirements, civil and military authority, Act of God, civil unrest, unavailability of public internet, hacking or distributed DoS attacks, inability to secure materials or labor, termination of vital agreements by third parties, action of the other party or any other cause beyond such party’s reasonable control.
13.4. In the event the force majeure circumstances last longer than three (3) months, either party is entitled to terminate this Agreement with a written notice of immediate effect.
13.5. This Agreement including all Schedules and other documents referred to herein, represents the entire agreement of the parties in relation to its subject matter. Each party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained in this Agreement and, save as expressly set out in this Agreement, neither party shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.