Terms & Conditions
General Terms & Conditions for Business Clients
1. Definitions
1.1. Account – the result of registration in the System, where information about Client’s Payment Accounts is provided and in which Services are provided.
1.2. Agreement – an agreement concluded between the Client and the Company regarding provision of Services, including but not limited to any annexes, supplements to this Agreement and information on the Company’s website provided as reference in this Agreement.
1.3. Business day –the day on which the Company provides its Services, usually Monday to Friday, except public holiday in Lithuania.
1.4. Business Payment Account – payment account opened by the Company to the Client for the purpose to use Company’s Services for Client’s business needs.
1.5. Client – a natural person who has registered in the System and created an Account.
1.6. Client identification – identification and verification of the identity of the Client and/or his representative(s) following the procedure set in the System.
1.7. Company – UAB “Lux International Payment System”, legal person code 305158007, registered address Saltiniu str. 24, Vilnius, Lithuania, email address info@luxpay.lt, telephone number +370 695 02799, electronic money institution license No. 81 issued on 2021-02-18 by the Bank of Lithuania; data about UAB “Lux International Payment System” is collected and stored at the Register of Legal Entities of the Republic of Lithuania. List of entities, which were issued with electronic money institution licence, and copy of Company’s licence can be obtained here: https://www.lb.lt/en/sfi-financial-market-participants. The supervisory body of the Company is the Bank of Lithuania, identification code 188607684, address: Gedimino av. 6, LT-01103 Vilnius, Lithuania.
1.8. Commission fee – a fee charged by the Company for the provision of Services.
1.9. Electronic money (also referred to as funds in this Agreement) – monetary value, electronically stored on Payment Account for the execution of Payment operations via System.
1.10. Fraud – an act or omission due to which person fraudulently acquired another person’s property or rights to the property as well as evaded or extinguished obligation related to the property for his or other person’s benefit.
1.11. Payer – a person who submits the Payment order.
1.12. Payment – an act, initiated by the Payer or on his behalf or by the Recipient, of placing, transferring or withdrawing Electronic money, irrespective of any underlying obligations between the Payer and the Recipient.
1.13. Payment Account – payment account opened by the Company to the Client for the purpose to use Company’s Services for Client’s personal needs. Payment Account is opened only after Client identification.
1.14. Payment order – an instruction by a Payer or the Recipient to its payment service provider requesting the execution of a Payment.
1.15. Payment services – services enabling cash to be placed on a payment account as well as all the operations required for operating a payment account; services enabling cash withdrawals from a payment account as well as all the operations required for operating a payment account; execution of payment transactions, including transfers of funds on a payment account with the payment service provider of the payment service user or with another payment service provider: execution of direct debits, including one-off direct debits, execution of payment transactions through a payment card or a similar device and/or execution of credit transfers, including standing orders; issuing of Payment Instruments and processing of incoming payments.
1.16. Payment transfer – a Payment service when at the initiative of the Payer money is transferred/Electronic money is redeemed to the Payment Account.
1.17. Party – the Company or the Client.
1.18. Personal Data – any information related to the Client whose identity can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that Client.
1.19. Personalized Security Measures – individual one-time code sent via SMS by the Company to the Client in order to access Payment Account and/or to authorise Payment orders. The Company may at its sole discretion decide on the type of Personalized Security Measures to be issued and may change it at any time necessary.
1.20. Pricing – prices for the Company’s Services to the Client.
1.21. Recipient – a natural or legal person who receives (or intends to receive) the money and is indicated in the Payment order as a Recipient of the Payment.
1.22. Services – Electronic money issuance or redemption and Payment services provided by the Company.
1.23. System – a software solution used by the Company for provision of Services.
1.24. Statement – a document, which includes information about Payments executed during a specific period of time.
1.25. State authorities – state and municipal institutions and bodies, companies and public institutions, financed from the state or municipal budgets and funds of state money and authorized to provide public administration services or other public functions according to the national laws.
1.26. Unique identifier – a combination of letters, numbers or symbols specified to the Client by the Company and to be provided by the Client to identify unambiguously the Client participating in the Payment and/or his Payment account used in the Payment.
2. General provisions
2.1. This Agreement is concluded between the Company and the Client.
2.2. This Agreement governs the provision of Services to the Client. In addition to this Agreement, the relationship between the Company and the Client related to the provision of Services is also governed by legal acts applicable to the Client, annexes, supplements to this Agreement concluded with the Client, other agreements, rules and principles of justice, fairness and reasonableness.
2.3. The Company familiarizes the Client with the provision of this Agreement by providing it in writing or by sending it via email before the conclusion of the Agreement or before the offer to conclude such Agreement.
2.4. Any other annexes, supplements to this Agreement can also be obtained online on the Company’s website or, in certain cases, sent to the Client via email, e.g. at the Client’s request.
2.5. The Client is entitled to use Business Payment Account only for its business purpose. If the Client intends using Company’s Services for the personal needs, the Client must open Payment Account. In case of the Client’s failure to do so, it will be considered as the material breach of the Agreement and this Agreement will be subject to unilateral termination by the Company with an immediate effect.
2.6. The Parties have concluded this Agreement in the English language.
3. Registration and Creation of an Account
3.1. In order to use Company’s Services, the Client must first open its Account by registering on the Company’s website. The Company has the right to refuse to register the potential Client without indicating reasons, although the Company’s refusal will always be based on significant reason.
3.2. The Account for the Client may be opened by the director or another representative of the Client, who has the authority stated in the legal acts and/or acts of the Client. By registering the Client in the System, the Client’s representative confirms that the representative of that Client is duly appointed or elected and the Client represented by him is properly established and operates lawfully. The Client’s director or its other representative must properly identify themselves as well as the Client in accordance with the procedures specified in the System by submitting the documents specified in the System.
3.3. As part of the signup process, the Client will have to:
3.3.1. express the consent to comply with this Agreement, i.e. accept the provision of this Agreement and any other documents that may be necessary depending on the scope of Services, which Client intends to use;
3.3.2. confirm that the correct data is provided and if there is a need for changing or adding data, only the correct data will be submitted. The Client is entitled to bear any losses that may occur due to the submission of invalid or incorrect data.
3.3.3. represent and warrant to the Company that opening of Account does not violate any laws and regulations applicable to the Client.
By accepting provisions of this Agreement, the Client undertakes to indemnify the Company against any losses that may be incurred by the Company in connection with the breach of obligations by the Client.
3.4. The Client may only use the Business Payment Account in relation to the Client’s business, products or services that the Company has been informed about before entering into this Agreement and have approved of such business, products and/or services. Should the Client intend to start using Business Payment Account for other business, products and/or services or for other purposes, the Client must inform the Company and obtain the Company’s prior written approval in relation to such use. Failure to do so shall be considered as the material breach of the Agreement and shall be subject to unilateral termination with an immediate effect of this Agreement.
3.5. The Client is entitled to open not more than 1 (one) Business Payment Accounts. Attempt to breach the maximum number of allowed Business Payment Accounts will be considered as an attempt of fraud and may result in termination of the business relationship between the Company and the Client, and respectively closure of Client Business Payment Account opened with the Company.
3.6. Business Payment Account allows the Client to deposit money in the Business Payment Account, execute local and international money transfers, contribution payments, also to receive money to the Business Payment Account as well as to use other functionalities available in the Business Payment Account.
3.7. The Client is entitled to link other users to Business Payment Account and determine the extent of their rights to act after they sign up for the System. Each linked user assigned with full scope of rights to Business Payment Account shall be entitled to add other linked users.
3.8. The Client and linked users are responsible to ensure that each linked user is assigned with the correct extent of rights, therefore the Client solely covers any and all damages in relation to misuse of Business Payment Account because of incorrect assignment of the rights. If the Company suffers any damages in relation thereto, such damages are borne by the Client.
3.9. In order to use Services, the Client has to perform Client identification procedure under the circumstances and the procedures set out in the Agreement in order for the Company to comply with the requirements of the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania and other applicable laws.
3.10. The Company is entitled to request and the Client or its representative(s) is obliged to submit information, data and documents, as well as to fill in questionnaires submitted by the Company and/or perform other actions that may be required to establish the Client’s identity to comply with the applicable laws. The Company has the right to demand from the Client to provide original documents and (or) their copies and (or) copies of documents certified by a notary, any other person authorised by the state, confirmed by mark “Apostille” (or legalised in other applicable way) and/or translated into Lithuanian, Russian or English. All documents and information are prepared and provided at the expense of the Client.
3.11. The Company in performing the obligation to identify the beneficial owner(s), has the right to require the Client’s representative to submit a valid list of shareholders of the legal entity. When submitting this list, the Client’s representative must confirm that it is relevant and accurate and that the listed shareholders control the shares on their own behalf and not on behalf of third parties (and if so, these circumstances must be indicated in addition, indicating also the third parties who are actually managing shares). The Company does not provide and has the right to refuse to provide services if it turns out that it is not possible to identify the beneficial owner(s) of the legal entity.
3.12. The Company retains the right to re-establish the Client’s or its representative’s identity at any time during the term of the Agreement and in connection to that, to request to submit to the Company additional information, data and/or documents, fill in documents and/or perform actions. Failure to comply with this requirement or the negative result of such re-establishment of the identity shall be subject to termination of this Agreement with an immediate effect.
3.13. The Company is also entitled to request the Client to submit information, data and/or documents regarding the Client’s Payments performed on Business Payment Account in order to justify such Payments. Failure to comply with this requirement may result in refusal to execute the Payment, suspension of Services to the Client or may be subject to termination of this Agreement with an immediate effect by the Company.
4. Prices and Settlement procedure
4.1. General prices for Services, applied Commission fees are provided on the Company’s website. Depending on the complexity of a provided Service and (or) the individual risk level of the Client, the Company has the right to set individual Pricing for the Client. Such Pricing shall be applied to the Client as of the day the Account is opened or within 30 (thirty) days from the day the Client is informed about the application of individual Pricing. If the Client disagrees with the applied Pricing, it has the right to terminate the Agreement until the day the Pricing comes into force. Prices for individual Services are provided in the Client‘s Account.
4.2. The Client may hold funds in the Business Payment Account in a different currency. In such case, the Client undertakes responsibility for the possible depreciation of the money due to changes in exchange rates. Currency exchange is based on the exchange rate of the Company, which is valid at the moment of conversion and is constantly updated and published on the Company’s website.
4.3. Opening and maintenance of a Business Payment Account is being charged in accordance with the fee structure provided to the Client in a separate document together with this agreement. If the Client did not log into the Account and perform transactions on the Payment Account after the account activation for more than 6 (months) months, the Company will notify the Client about the dormant account, the applied Commission fee for the Payment Account(s) maintenance and ability to close the Payment Account. If the Client never accessed his Payment account within 3 (three) months after the account activation, the Company will notify the Client about the dormant account, the applied Commission fee for the Payment Account(s) maintenance and ability to close the Payment Account.
4.4. The Company’s Commission fees are deducted:
4.4.1. At the time of the Payment;
4.4.2. if Commission fees were not deducted when executing a Payment, the Company has the right to deduct them later.
4.5. The Commission fee for the Payment is indicated to the Client before the Payment, unless otherwise agreed by the Parties.
4.6. Services provided by the Company may be subject to additional Commission fee from the bank where the Client’s bank account is opened depending on the agreement concluded between the bank and the Client.
4.7. The Commission fee is paid in the currency indicated in this Agreement, its annexes or supplements or on the Company’s website.
4.8. The Client confirms that he/she carefully studied the Pricing.
4.9. Fees for the Company’s Services are deducted from the Business Payment Account. In case the amount of money on the Business Payment Account is less than the amount of the Payment transfer and the price of the Services, the Payment transfer is not executed.
5. Terms of issuance and redemption of Electronic money
5.1. Money held on the Business Payment Account is considered Electronic money which the Company issues after the Client transfers or deposits money to Client’s Business Payment Account. After the Client deposits or transfers money to Client’s Business Payment Account and the Company receives the money, the Company credits it to the Client’s account, at the same time issuing Electronic money at the nominal value. The Electronic money is credited to and held on the Client’s Business Payment Account.
5.2. The nominal value of Electronic money coincides with the value of money deposited or transferred to the Business Payment Account after deduction of a standard Commission fee applicable to a particular payment mean.
5.3. At the request of the Client, Electronic money held on Client’s Business Payment Account shall without undue delay be redeemed at its nominal value at any time. The Client submits the request for redemption of Electronic money by generating a Payment order to transfer Electronic money from Client’s Business Payment Account to any other account specified by the Client or withdraw Electronic money from Client’s Business Payment Account. The Company has the right to apply limitations for the redemption of Electronic money specified in this Agreement and applicable laws.
5.4. No specific conditions for Electronic money redemption, that would differ from the standard conditions for transfers and other Payments performed on the Business Payment Account, shall be applied. The amount of redeemed or transferred Electronic money is chosen by the Client.
5.5. No additional fee for electronic money redemption is applied. In the event of redemption of Electronic money, the Client 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 Client. The standard Company’s Commission fees for money transfer or withdrawal are applied.
5.6. In case the Client terminates the Agreement and submits the request to close Business Payment Account and delete its Account in the System or the Company as stated in this Agreement terminates the provision of Services to the Client and deletes the Client’s Account from the System, money held on the Business Payment Account is transferred to the Client’s or Client’s beneficial owner(s) account(s) with another financial institutions if such actions do not contradict with applicable laws.
5.7. The Company is entitled to deduct from the repaid money the amounts belonging to the Company, i.e. fees for services provided by the Company and expenses which have not been paid by the Client, including but not limited to fines and damages incurred by the Company due to a Client’s breach of the Agreement. In the event of a dispute between the Client and the Company, the Company has the right to detain money under dispute until the dispute is resolved.
5.8. In the case of the Company’s failure to repay the money to the Client due to reasons beyond its control, the Client shall be notified thereof immediately. The Client shall without undue delay indicate another account or provide additional information necessary to repay the money (execute a Payment).
5.9. Where the redemption of Electronic money is requested by the Client upon the expiration date of this Agreement or after not more than one year after the mentioned expiration date, the total monetary value of the Electronic money held by such Client shall be redeemed.
6. Usage of Account
6.1. The Client may manage the Payment Account by logging into its Account through the Company’s website with login name, password and code received via SMS message.
6.2. The Client undertakes to take all reasonable measures to keep the username and password of Business Payment Account safe at all time and never disclose it to third parties. In case the Client receives a request to disclose any login information anywhere else than on the Company’s website, the Client must not disclose the requested information and must immediately without undue delay inform the Company. Such information notices shall be submitted by email support@luxpay.lt from an email, which was indicated by the Client at the time of registration in the System.
6.3. It is recommended to change the password to Business Payment Account regularly to reduce the risk of security breach.
6.4. In case the Client has any suspicion that login details, password or other Personalized Security Measures were stolen, misappropriated, used without authorization or otherwise compromised or the Client lost such information, it is recommended for the Client to change the password immediately and without undue delay inform the Company in relation thereto. Any undue delay in notifying the Company may not only affect the security of Business Payment Account but may result in the Client being liable for losses incurred as a result. If the Client suspects that Business Payment Account has been accessed by a third party, the Client should also contact responsible State authorities and report the incident.
6.5. The Client is obliged to take all reasonable measures to warrant that its mobile phones cannot be accessed by third parties, because codes to authorise Payments will be received via SMS messages. The Client is also obliged to take all reasonable measures to warrant that its email used in the registration process is secure and cannot be accessed by third parties, because it may be used to reset passwords or to communicate with the Client about the security of Business Payment Account. In case email address used in the registration process is compromised during the business relationship between the Company and the Client, the Client must inform the Company without undue delay after becoming aware of such information and contact the provider of email services.
7. Topping of Business Payment Account
7.1. The Client may at any time top up its Business Payment Account by indicating the amount of the deposit and by selecting the available method for topping up on the Company’s website.
7.2. The Company has a right at its sole discretion to change methods for topping up at any time, if at least 1 (one) method is available at all times.
7.3. The Company shall not incur any liability regarding the Client’s funds used to top up Business Payment Account until the Company receives such funds into its account. Electronic money is issued only after the received amount is credited into Business Payment Account.
7.4. The Client is solely responsible for the completeness and accuracy of the payment details entered to top up the Business Payment Account. The Company is not liable for any losses suffered by the Client and/or any third party as a result of inaccuracy of the payment details.
7.5. The Company is entitled to impose any additional authorization measures for topping up the Business Payment Account.
7.6. The Client understands and accepts that the Client’s payment services provider may apply additional fees for the execution of transfer to top up of Business Payment Account.
8. Withdrawal from Business Payment Account
8.1. The Client may at any time withdraw part or all of the Electronic money held in Business Payment Account by indicating the amount of the withdrawal and by selecting the available method for withdrawal on the Company’s website.
8.2. The Company has a right at its sole discretion to change methods for withdrawal at any time, if at least 1 (one) method is available at all times.
8.3. The Client shall count the withdrawn cash and make any claims regarding the amount of cash or quality of banknotes immediately after the withdrawal.
8.4. The Client is solely responsible for the completeness and accuracy of the Payment details entered to withdraw from the Business Payment Account. The Company is not liable for withdrawal redemption of Electronic money to the wrong bank account due to wrong payment details provided by the Client. In such case, the Client may request the Company to assist in reclaiming such funds, however, the Company gives no guarantee that the reclaiming process will be successful, nor assume any liability thereof.
8.5. The Company bears no responsibility regarding the withdrawal payment once the Client’s services provider receives the funds, as the Company is only the payer.
9. Payment transfers
9.1. The Client may execute the following Payments from the Business Payment Account:
9.1.1. SEPA Payments;
9.1.2. SWIFT Payments.
9.2. The Client must follow the instruction in the Company’s System to perform any of the above-mentioned Payments.
9.3. The Client and, in some cases, the linked users are entitled to set daily Payments limits of Business Payment Account following the instruction provided by the Company.
9.4. The Client may select if the Payment transfer is standard or urgent. If the Client does not select the Payment transfer manner, it is considered that the Client has initiated a standard Payment transfer.
10. Payment order
10.1. The Client is obliged to provide a Payment order for the execution of the Payment in accordance with the instructions, which are valid at the moment of transfer, indicated in the System.
10.2. By placing the Payment order, the Client must clearly express its will. Placed Payment orders must be clear, unambiguous and comply with the requirement for submission of such Payment order and/or content of the Payment order set by legal acts or the Company. Submission of the Payment order is an agreement of the Client to execute the Payment and cannot be cancelled, except the following limitations:
10.2.1. if the Payment is initiated by the Client, such Payment order can be cancelled till such Payment order is received;
10.2.2. if the Payment is initiated by another Company’s client (i.e. payment initiated by the payee), such Payment order can be cancelled till the Client authorizes such Payment order.
10.3. The Payment order is considered received:
10.3.1. at the day of its receipt, or, if the moment of receipt of the Payment order is not a business day of the Company, the Payment order is considered received on the nearest business day of the Company;
10.4. The Client will be able to see the status of its Payment orders in its Business Payment Account anytime by logging into Account.
10.5. The Company is entitled to record and store any Payment orders submitted by any of the means, and to record and store information about all Payments performed by the Client or according to Payment orders of the Client. Such Statements may be submitted by the Company to the Client and/or third persons, who have the right to receive such data under applicable laws, as evidence confirming the submission of Payment orders and (or) executed Payment operations.
10.6. The Client is responsible for indicating correct Payer’s or Recipient’s Unique Identifier and information that is required to execute the Client’s Payment order, if any. If the Client has indicated the Unique Identifier and the respective Payment order was executed against such Unique Identifier, the Company will be considered as to have been duly performed its obligations and shall have no responsibility to the extent of such Payment order. Fee for such Payment will be applied and will not be refunded to the Client even if the Company retracts the Payment and the funds will be credited back to the Business Payment Account.
10.7. If the Payment is initiated by the Recipient, such Payment shall only be executed once the Client authorizes such Payment and the Recipient provided the Payer with the respective information of such Payment in advance. If the Client authorized the Payment initiated by the Recipient and upon the authorization of the Payment (a) the Client was not aware of the amount of the Payment and (b) amount of the Payment exceeded the Client’s reasonable expectations, the Client may request for a refund of such Payment. The Client must submit the request for the refund within 8 (eight) weeks following the day of Payment.
10.8. The Company shall not bear any responsibility for errors, repetitions, inconsistencies and/or contradictions or other shortages in the Client’s Payment order and depending on the nature of such shortcomings or errors, the Company may execute such Payment order according to the data provided in the Payment order or reject execution of such Payment order.
10.9. If the Client indicated wrong Payment order information and such Payment order has not been executed yet, the Client may contact the Company by submitting the request to support@luxpay.lt with a request to amend information of such Payment order, although the Company has no obligation to fulfil the Client’s request or cancel such Payment order. If the Payment order was executed according to the Payment order information indicated by the Client, the Company has to be considered as to have been duly performed its obligations and shall bear no responsibility to the extent of such Payment order. The Client may request to correct the Payment order’s information (Unique Identifier) and the Company may satisfy such request. In the latter case, a fee for the correction of the payment order may be applied.
10.10. The Company may request the Client to enter additional data to proceed with the Client’s Payment order if the Recipient’s payment services provider requires so. The Client is responsible for entering the correct additional information.
10.11. The Company is entitled, however, not obliged, to verify if the Unique Identifier required to execute the Payment order corresponds to name of the respective Business Payment Account holder. If the Company establishes that name of Business Payment Account holder and the Unique Identifier clearly mismatches, the Company is entitled to reject such Payment order. Notwithstanding if the Company executes the Payment order against the provided Unique Identifier, the Company shall be deemed to have been duly and in full fulfilled its obligations in relation to such Payment order.
10.12. If the Client notices that money has been credited to its Business Payment Account by mistake or in other ways that have no legal basis, the Client is obliged to notify the Company about it and has no right to dispose of such money. In such cases, the Company has the right and the Client gives an irrevocable consent to deduct the money from its Business Payment Account without the Client’s order. If the amount of money on the Business Payment Account is insufficient to debit the money credited by mistake, the Client unconditionally commits repaying to the Company the money credited by mistake within 5 (five) Business days from the receipt of such request from the Company.
10.13. Considering the provisions of Section 10.6, the Company will provide support to the Client to retract the Payment, although there is no guarantee that the Company will be able to retract the Payment. For the attempt to retract the Payment, irrespective if such an attempt is successful or not, the fee may be applied. If it is unable for the Company to retract the Payment and credit it back to the Business Payment Account, the Company will furnish the Client with the information required for the Client to independently purse return of the Payment.
10.14. The Company executes the Payment orders and credits the Payment to the Recipient’s payment service provider’s account within the following terms:
10.14.1. Payment orders within the Company (to other Company’s clients) shall be executed instantly, not later than within a period of 1 (one) Business day after the time of a Payment order, except the cases when Payment is suspended due to cases indicated in the laws or this Agreement;
10.14.2. Payment orders in EUR within the Republic of Lithuania and placed not later than noon (12 pm) shall be executed on the same Business Day if such Payment order is placed on the Business Day, except the cases when Payment is suspended due to cases indicated in the laws or this Agreement;
10.14.3. SEPA Payment orders shall be executed instantly, not later than within a period of 1 (one) Business day after the time of a Payment order, except the cases when Payment is suspended due to cases indicated in the laws or this Agreement;
10.14.4. SWIFT Payment orders shall be executed not later than within a period of 3 (three) Business days after the time of a Payment order, except the cases when Payment is suspended due to cases indicated in the laws or this Agreement;
10.15. The Company will be considered as to have duly fulfilled the obligations to execute Payment order once the transfer of the amount of Payment has been initiated or if the Payment initiated by the payee, once the Payment order has been transferred to the Payer. If the Company fails to fulfil its obligations the Company will put its best efforts to retract such Payment without any fee applicable, in relation thereto the Company shall not be obliged to reimburse the fee paid the Client or the damages suffered by the Client regarding late payment or late transfer of the Payment request (when the Payment is initiated by the payee).
10.16. If the Payment is initiated by the Recipient, the Company ensures the transfer of the Payment request to the Payer in timely and due manner. The Company shall be responsible to secure that the Recipient suffers no damages in relation to the late transfer of Payment request.
10.17. The Client’s Payment order may not be executed or the execution of it may be delayed if the Company:
10.17.1. has reasonable doubts regarding the content of the Payment order;
10.17.2. has reasonable doubts if the Payment order was submitted by the Client’s authorized representative;
10.17.3. has reasonable doubts regarding the legality of the Payment order;
10.17.4. has doubts if data/documents/information provided in relation to Payment order are authentic and true;
10.17.5. other doubts that cannot be reasonably justified by the Company.
10.18. In the event indicated in Section 10.17 of this Agreement, the Company is entitled to request from the Client to additionally confirm the submitted Payment order and/or submit documents confirming the rights of persons to manage the funds held on the Business Payment Account or other additional information, documents or data to clear doubts in relation to the Payment order. By executing this Agreement, the Client warrants that in such event, the Company does not undertake the responsibility if the Client suffers any damages in relation to the delayed Payment order.
10.19. In case the Company’s refusal to execute the Payment order submitted by the Client, the Company shall immediately without undue delay inform the Client or create necessary conditions for the Client to get acquainted with such notification, except the cases when such notification is impossible technically or forbidden by the applicable laws.
10.20. If the money transferred by the Payment order is returned due to reasons beyond the control of the Company, e.g. the account of the Recipient is closed, the returned amount is credited to the Business Payment Account of the Client. Fees paid by the Payer for the Payment order execution are not returned, and other fees related to the returning of money and applied to the Company can be deducted from the Business Payment Account of the Client.
10.21. If the Company is liable for non-execution or inappropriate execution of the Payment order, the Company will not apply any fees applicable to such Payments.
10.22. The Client is obliged to regularly monitor Business Payment Account and review any and all transactions on Business Payment Account, including, but not limited to the Client’s Payment orders and Payments and inform the Company of any discrepancies on the Business Payment Account no later than 1 (one) month following the day of the execution of the Payment by sending an email to support@luxpay.lt from an email, which was indicated by the Client at the time of registration in the System.
11. Authorization of the Payment order
11.1. The Client must authorize the Payments before their execution by authenticating the Payment order following the instructions provided by the Company. Such authorization shall be considered as the appropriate means of proof evidencing that the Payment has been authorized and in such case, the Client shall not be entitled to contest such Payment.
11.2. The Client uses its Personalized Security Measures to authorize the Payment. As regards the Personalized Security Measures, the Client must:
11.2.1. to use Personalized Security Measures following the instructions provided by the Company. In case of failure to do so, the Client shall be responsible for any and all damages in relation thereto;
11.2.2. to keep Personalized Security Measures inaccessible to third parties at all times;
11.2.3. immediately inform the Company about unauthorised use, theft, loss or other misappropriation of Personalized Security Measures.
11.3. The Company retains the right to block the Business Payment Account and/or Personalized Security Measures temporarily or permanently due to reasons of security. The Client will be informed on such blocking via email, except cases when the Company is obliged not to do so. As soon as the ground for blocking expires, the blocking is removed.
11.4. The Company retains the right to demand the Client to perform additional actions to authenticate the Client’s Payment order. Any and all authorizations performed on Business Payment Account shall be deemed to be made by the Client and have the same legal effect as the ordinary signature fixed on the hard copy of the document. Such authorization shall be considered as the appropriate means of proof evidencing that the Payment has been authorized and in such case, the Client shall not be entitled to contest such Payment.
11.5. In case the funds were written off Business Payment Account and the Client did not authorize such Payment, The Company is obliged as soon as practically possible, however, not later than until the end of the Business day following the day when the Company became aware of such an unauthorised Payment to have been executed:
11.5.1. to refund the Client with the amount of such unauthorised Payment; and
11.5.2. to restore balance in Business Payment Account to such extent as if the Payment has not been executed; and
11.5.3. to ensure that the Client shall suffer no damages in relation to failure pay or receive the interest on the certain term.
The above does not apply if the Company has objective reasons to suspect fraud. In the latter case, the Company shall notify the Bank of Lithuania in writing on the reasons, which give ground for the Company to reasonably suspect Fraud.
11.6. The Client must notify the Company on all and any unauthorized Payments on the Client’s Business Payment Account without undue delay, in compliance with Section 10.22.
11.7. The Client shall not be entitled to contest the Payment transaction executed by the Company if the Payment order has been duly authorized in the manner set out in this Section.
12. Client’s Obligations
12.1. The Client is obliged:
12.1.1. act fairly and to comply with the provision of this Agreement, its annexes and supplements as well as legislation and other applicable legal acts;
12.1.2. not to violate the rights of the Company and third parties to trademarks, copyrights, commercial secrets and other intellectual property rights;
12.1.3. not to have more than 1 (one) Account; registering an Account by fictitious or someone else’s name without having the power of attorney;
12.1.4. not to open more than 1 (one) Business Payment Account unless the Company has authorised the Client otherwise;
12.1.5. not to use Business Payment Account for illegal, unlawful and fraudulent activities;
12.1.6. not to execute or receive transfers of illegally acquired funds, if the Client is aware of or should be aware of it;
12.1.7. not to provide false, misleading or incorrect information, data or documents to the Company;
12.1.8. to provide information or undertake other actions that are reasonably requested by the Company;
12.1.9. not to access Business Payment Account from anonymous IP addresses;
12.1.10. not to provide false, misleading or incorrect information about the Company to third parties;
12.1.11. not to use Business Payment Account for activities that may harm the Company’s or third parties’ brand and image;
12.1.12. not to use the Company’s Services from countries that are not acceptable to the Company. The list is provided on the Company’s website;
12.1.13. not to use Business Payment Account for morally or ethically dubious purposes, or purposes which in any way violate applicable laws, rules and regulations;
12.1.14. not to use Business Payment Account for the benefit of the third party;
12.1.15. not to spread computer viruses and undertake other actions that could cause System malfunctions, information damage or destruction and other damage to the System, equipment or information of the Company;
12.1.16. not hack, improperly access or interfere with the Company and other software and/or applications required to provide Services to the Client;
12.1.17. to submit any and all information, data and/or documents requested by the Company for the purpose of provision of Services under this Agreement;
12.1.18. not to disclose to any third party the Personalized Security Measures issued for the purpose of use of Business Payment Account. The Client is obliged to familiarize each linked user of Business Payment Account of such requirement. If the Client fails to comply with this provision or the Client could, however, the Client did not prevent transfer of such Personalized Security Measures or committed such transfer deliberately or due to gross negligence, the Client shall assume full liability for the losses incurred and the Client must indemnify the losses of other persons, if any, if they have suffered damages due to the Client’s or the Client omission;
12.1.19. not to accept payments in unregulated and (or) unsupervised virtual currency, not to buy, convert or manage it in any other ways (the prohibition includes execution or receipt of transfers from virtual currency exchangers).
12.2. The Client is obliged to reimburse all direct damages, fines and other monetary sanctions applied to the Company due to non-observance or violation of this Agreement, including but not limited to, Section 12.1 of this Agreement due to the fault of the Client.
12.3. The Client is responsible and undertakes to reimburse any losses incurred by the Company, other Company’s clients and third parties due to the Client’s use of Company’s Services and violation of this Agreement, its annexes and supplements.
13. Notifications, Communication and Consultation
13.1. The Client agrees that Company’s notifications will be provided to the Client in Lithuanian, Russian and English languages (except if otherwise agreed by the Parties) by placing them on the website of the Company and by sending an email, which was indicated by the Client at the time of registration in the System. In some cases, when the applicable law requires, information may be provided by sending it to the address, indicated by the Client at the time of registration in the System, or by sending an SMS message. The Client may communicate and consult with the Company regarding the provisions of this Agreement, its annexes and supplements at any time by sending an email to support@luxpay.lt from an email, which was indicated by the Client at the time of registration in the System. All communications and consultations will be conducted in Lithuanian, Russian or English.
13.2. It is considered that the Client received the notification within 24 (twenty four) hours from the moment it was posted on the website of the Company or sent to the Client by e-mail or SMS message. If the notification is sent by post, it shall be deemed that the Client received it within 14 (fourteen) Business days after it was sent.
13.3. The Client undertakes to regularly check its email, which was indicated by the Client at the time of registration in the System, box and Company’s website to get acquainted with Company’s notifications about amendments in a timely manner.
13.4. The Client undertakes to provide its contact information, and in case of amendments, immediately update the contact data, which the Company could use to urgently contact the Client. In case the Client does not update the contact data on its Account, all consequences due to the failure of the Company to submit notifications to the Client shall fall on the Client.
13.5. The Client undertakes to immediately inform the Company in writing about loss or theft of its or the Client’s represented by him/her personal identity document, in order to protect funds of the Client from possible illegal actions of third persons.
13.6. In case of suspected or executed Fraud, the Company will inform the Client via email, which was indicated by the Client at the time of registration in the System. For the purpose of proper Client’s identification, the Client may be asked to provide Company with the data known by the Company. The Company shall be entitled to suspend the use of Payment Account and execution of the Client’s Payment orders or Payments until the Company identifies that no Fraud was executed.
13.7. In case the Company’s notification relates to essential unilaterally amendments to the provisions of this Agreement, the Client shall be informed 60 (sixty) days in advance by written notice, unless stated otherwise in this Agreement. It shall be deemed that the Client has received the notification and the amendments to this Agreement come into force within 60 (sixty) days after the notification has been published on the website of the Company, sent to the Client by email or via any other mean that had been indicated by the Client during registration (post or SMS message with a link to a respective webpage).
13.8. The notification period indicated in Section 13.7 of this Agreement does not apply and notifications may be provided in accordance with the procedure indicated in Section 13.1, if:
13.8.1. a new service or a part of service appears, which may be used or not used by the Client at its own choice;
13.8.2. the provisions of this Agreement are changed due to changes in mandatory requirements of the legislation;
13.8.3. the prime cost of provided services increases which leads to increase in prices of the Company’s services;
13.8.4. the prices of services are reduced.
13.9. Non-essential amendments of the Agreement which are style and grammar corrections, paraphrasing and moving a sentence, a clause or a section of this Agreement for the sake of better understanding, provision of examples for articles and other changes which do not reduce or limit rights of the Client and do not increase liability of the Client or aggravate its situation are not required to be approved by the Client.
13.10. In case the Client does not agree to amendments or supplements to the Agreement, the Client has the right to refuse Company’s services and terminate the Agreement, notifying the Company thereof 30 (thirty) days in advance by issuing an email to support@luxpay.lt. In case the Client informs the Company in writing that the Client does not wish to be subject of new provisions of the Agreement, the Agreement is considered to be terminated on the date on which the new edition of the Agreement entered into force. If the Client fails to notify the Company about its disagreement with the amendments by the suggested day of their entry into force, it is considered that the Client accepts the amendments to the Agreement, and the amendments shall enter into force on the specified day of their entry into force.
13.11. The Parties shall immediately inform each other about any circumstances significant for the execution of the Agreement. The Client shall submit documents confirming such circumstances.
13.12. The Client shall have no right to amend this Agreement unilaterally.
14. Suspension of Service provision and Termination of the Agreement
14.1. The Company at its sole discretion, taking into account the specifics of the situation and giving preference to the interest of the Clients and execution of applicable laws, has the right to suspend Business Payment Account, included but not limited to, the following cases:
14.1.1. the Client fails to complete necessary identification procedures or fails to submit to the Company the requested information, data and/or documents within indicated time;
14.1.2. the Company is obliged to do so in accordance with the applicable laws;
14.1.3. the Client has a negative balance on Business Payment Account;
14.1.4. the Client fails to settle with the Company in a timely and due manner in accordance with this Agreement;
14.1.5. the Company has reasonable doubts regarding Payment order, i.e. its purpose, authorisation, legality, reasonability, etc;
14.1.6. the Company has reasonable doubts regarding the origin of the funds on Business Payment Account;
14.1.7. the Client’s use of Business Payment Account breaches the provisions of this Agreement and/or requirements of the applicable laws;
14.1.8. the Company becomes aware of any other circumstances which may prevent the Client from proper fulfilment of the Client’s obligations under this Agreement;
14.1.9. the Company has reasonable ground to believe that Business Payment Account is being used by other persons rather than the Client;
14.1.10. the Company has reasonable grounds to suspect that money laundering or terrorist financing activities has been or is intended to be carried out via Business Payment Account;
14.1.11. the Client uses Business Payment Account in such a way that requires prior approval of such way of use by the Company;
14.1.12. the Company becomes aware of the theft, loft or misappropriate of the Client’s Personalized Security Measures granting access to the Business Payment Account;
14.1.13. the Company has reasonable suspicion that Account or Business Payment Account of the Client has been hacked;
14.1.14. if the Company see it necessary to protect the interest of the Client and/or the Company and/or clients of the Company.
14.2. In any case, the Company has the right to suspend Business Payment Account for a period of 60 (sixty) days with the right to extend it for the same period the unlimited number of times.
14.3. Once the grounds of such limitations extinct, the suspension of the use of Services shall be removed.
14.4. In some cases, the above circumstances may result in unilateral termination of the Agreement by the Company with an immediate effect.
14.5. Both the Company and the Client shall be entitled to terminate this Agreement by servicing a written notice at least 30 (thirty) days in advance. Nevertheless, The Company shall put its best effort to terminate the Agreement as soon as possible, once the Client’s request is received.
14.6. The Company is entitled to terminate the Agreement, with an immediate effect, if:
14.6.1. the Client essentially violates this Agreement or its annexes, supplements, and/or other parts thereof;
14.6.2. the Client’s breach of the Agreement continues, and such breach is not cured by the Client within the time limit specified in writing by the Company;
14.6.3. the Client poses unacceptable risk of money laundering and/or terrorist financing;
14.6.4. in the Company’s opinion, the Client’s activities or actions shall be damaging or may damage the business image/reputation of the Company;
14.6.5. the Client or its representative(s) fail to complete necessary identification procedures, or submit the information required by the Company;
14.6.6. the Client failed to provide information regarding changes after the execution of this Agreement;
14.6.7. there is a major change in the Client’s circumstances, to the extent that if such circumstances existed before the or on the day of this Agreement, the Agreement would have not been executed;
14.6.8. at the day of this Agreement, the Client provided inaccurate or incomplete information about the Client of which the Company was not and was not able to be aware of and if the Company was aware of such circumstances to exist before the or on the day of this Agreement, the Company would have not executed this Agreement;
14.6.9. the Client’s activities include illegal or unlawful activities;
14.6.10. due to further provision of Services and Client’s activities, justified interests of third parties may be harmed;
14.6.11. there is a change in control of the Client or a change in the ownership of more than 25 (twenty five) % of the Client’s share capital and such change is not acceptable to the Company;
14.6.12. the Client, the Client’s senior management, shareholders or ultimate beneficial owners are included or become included during the term of this Agreement in the sanctions list;
14.6.13. the Client is declared insolvent, bankrupt, go into liquidation or becomes subject to debt relief proceedings, enters into composition proceedings or similar debt relief arrangements shall be subject to compulsory winding-up or otherwise ceases activities or commence cessation proceedings or enter into restructuring proceedings, unless the estate or the Client undergoing restructuring is entitled to enter into the Agreement under the applicable legislation, and chooses to do so. At the Company’ request, in its judgment, the estate is obliged to decide whether it wishes to enter into the Agreement within 24 (twenty four) hours;
14.6.14. the Client becomes subject to debt collection action or shall be entered in debtors’ register;
14.6.15. the Company is required to do so in accordance with the applicable law;
14.6.16. the Company see it necessary to protect the interest of the Client and/or the Company and/or clients of the Company.
14.7. The Client shall be liable to reimburse any and all Company’ direct and indirect damages and losses that were suffered regarding the termination of the Agreement on any of the grounds indicated in the Section 14.6 of this Agreement.
14.8. In case the Agreement is terminated, money held on the Business Payment Account, shall be transferred to the Client’s or Client’s beneficial owner(s) account(s) with another financial institutions if such actions do not contradict with applicable laws.
14.9. The Company is entitled to deduct from the Business Payment Account the amounts belonging to the Company, i.e. fees for Services provided by the Company and expenses which have not been paid by the Client, including but not limited to fines and damages incurred by the Company due to a Client’s breach of the Agreement. Should there were not sufficient funds on Business Payment Account, the Client undertakes to credit the Business Payment Account with the respective amount of funds without undue delay, however, not later than within 1 (one) Business day following the Company’s request in writing.
14.10. In the case of the Company’s failure to repay the money to the Client due to reasons beyond its control, the Client shall be notified thereof immediately. The Client shall without undue delay indicate another account or provide additional information necessary to repay the money (execute a Payment).
14.11. Notwithstanding the above, the Client may use Business Payment Account transfer services to another payment services provider by submitting a written request to the Company via email support@luxpay.lt from an email, which was indicated by the Client at the time of registration in the System, in accordance with Art. 67 of Law on Payments of the Republic of Lithuania. The prices for such services, applied Commission fees and more detailed information are provided on the Company’s website.
14.12. Termination of this Agreement shall not release the Client from the proper fulfilment of all liabilities that arose before the termination of this Agreement.
14.13. The Agreement remains valid in respect of outstanding claims at the time of the Agreement’s expiry, even if the Agreement is terminated.
15. Confidentiality and Data Protection
15.1. The Company and the Client are obliged to treat all information relating to the business relationship between the Company and the Client as confidential, irrespective of the form such information is obtained, except the information in question is already publicly available and this fact cannot be attributed to other Party’s breach of contract.
15.2. The duty of confidentiality applies unless otherwise agreed by the Parties in writing or where the Party is required to disclose such information by law, regulation or a decision taken by the public authority.
15.3. The Company is entitled to disclose information about the Client to third parties, to the subcontractors and other companies, in case such disclosure is required in order for the Company to fulfil its obligations under this Agreement or applicable laws.
15.4. The duty of confidentiality applies during the term of this Agreement and continue to apply once the Agreement is terminated.
15.5. Any and all personal data in relation to the performance of this Agreement shall be processed in accordance with the Company’s Privacy Policy.
16. Liability
16.1. The Company under no circumstances shall be liable for any specific, operating losses, incidental or indirect loss, consequential damages, claims by third parties and/or lost data, revenue, customers, profits, goodwill or interest in any other circumstance.
16.2. The Client shall indemnify the Company for any losses or claims, including claims for damages, and for any complaints, legal proceedings or expenses, including but not limited to any fine or fee imposed on the Company as a result of the Client’s breach of and/or failure to comply with this Agreement and/or all relevant regulations, rules and legislation applicable to the Client. The foregoing shall apply irrespective of the Agreement being terminated.
16.3. The Company shall not be held liable for the following:
16.3.1. for any Payment and loss in relation to such Payment that resulted from the failure to protect the Personalized Security Measures required to access Business Payment Account and/or authorize Payment order (irrespective of the reason) or from loss, theft or misappropriate of the Personalized Security Features required to access Business Payment Account and/or authorize Payment order or breach into the Business Payment Account for which the Company is not liable;
16.3.2. for late receipt of funds by the payee of the Payment order if the Company duly and timely executed the Payment order or transferred the payment request (when Payment is initiated by the payee);
16.3.3. for any Payment and loss in relation to such Payment if the Client had not protected Client’s log in to Business Payment Account information and means required to authorize execution of the Payment, irrespective of the reason, or from loss, theft or misappropriate of Business Payment Account or Personalized Security Features required to log in into Business Payment Account or to authorize execution of the Payment or breach into Business Payment Account when the Client did not immediately inform the Company of loss, theft or misappropriate of Business Payment Account or Personalized Security Measures;
16.3.4. breach of any Company’s obligations caused by third parties beyond the Company’s control;
16.3.5. consequences resulting due to disturbances of the fulfilment of any Company’s obligations caused by a third party which is beyond the control of the Company;
16.3.6. errors, late, missed transaction, suspension of funds and discrepancies that occurred by third parties beyond the Company’s control;
16.3.7. for any consequences arising due to the termination of the Agreement, suspension of Services or delay of Payment by the Company if the Company acted in accordance with this Agreement and applicable law;
16.3.8. goods and services purchased using Business Payment Account, and also for another party, which receives payments from the Business Payment
16.3.9. for breach of the Agreement and/or any and all damages that occurred because of the Company’s compliance with the applicable law and/or court order and/or order by other State authorities;
16.3.10. for losses incurred by the Client due to suspension of Service provision, blockage of the Account and (or) Payment instrument or other actions if those actions have been performed in accordance with the procedures stated in the Agreement and under circumstances and on the basis specified in this Agreement and applicable laws.
16.4. Any and all damages shall be suffered by the Client in relation to unauthorized Payments arising because of failure to:
16.4.1. comply with the rules of use of the Client’s Personalized Security Measures resulting from the Client’s dishonesty, wilful misconduct or gross negligence or the Client acting unfairly;
16.4.2. inform the Company immediately on loss, theft or illegal misappropriate and unauthorised usage of the Personalized Security Measures as soon as practically possible;
16.4.3. follow the Company’s instructions regarding the protection of the Clients’ Personalized Security Measures.
16.5. Notwithstanding the foregoing, the Company is not liable for losses incurred as a result of failure to comply with its obligations in connection with circumstances of force majeure which are proven in accordance with the procedure established by applicable laws, except:
16.5.1. at the date of this Agreement the Company should have foreseen the circumstances giving rise to the loss, or if the Company should have been able to avoid or overcome the cause of the loss or consequences thereof by taking appropriate commercial precautions;
16.5.2. the legislation under all circumstances makes the Company liable for the circumstances giving rise to the loss.
16.6. The Client shall notify the Company about the force majeure in writing within 2 (two) Business days after the day of occurrence of such circumstances. The Company may notify the Client about force majeure circumstances via email or websites of the System.
16.7. No limitation of liability is applied if it is not allowed under the applicable law.
17. Settlement of Disputes
17.1. If the Client believes that the Client’s right and/or interest related to this Agreement and/or Company’s Services have been violated, the Client can submit the complaint together with relevant documentation from an email, which was indicated by the Client at the time of registration in the System to the Company via email support@luxpay.lt or sending notification via the Account. Such complain shall be provided in Lithuanian, Russian or English languages.
17.2. The Company shall examine a written complaint of the Client not later than within 15 (fifteen) Business days from the day the complaint was received and provide the Client with a detailed, motivated response, grounded by documents. In exceptional cases, when due to reasons beyond the Company’s control Company is unable to provide a response within the mentioned 15 (fifteen) business days, the Company undertakes to send a holding reply, clearly indicating the reasons for a delay in answering to the complaint and specifying the deadline by which the Client will receive the final reply. In any event, the deadline for receiving the final reply shall not exceed 35 (thirty-five) business days. Company shall examine the Client’s complaints free of charge.
17.3. Agreement is governed by Lithuanian laws.
17.4. In case of failure to settle a dispute amicably or in other extrajudicial methods of dispute resolution, the dispute shall be settled by the courts of the Republic of Lithuania in accordance with the procedure established by applicable laws.
17.5. If the Clientis unsatisfied with our response, the Client may apply to the Bank of Lithuania regarding the settlement of a dispute via the following means 1) through the online dispute resolution tool „E-Government Gateway“; 2) by filling in the Consumer’s application form and sending it to the Supervision Service of the Bank of Lithuania, Žalgirio str. 90, LT-09303 Vilnius, Lithuania or via email pt@lb.lt; 3) by submitting a free-form application and sending it to the Supervision Service of the Bank of Lithuania, Žalgirio str. 90, LT-09303 Vilnius, Lithuania or via email pt@lb.lt (More information: https://www.lb.lt//lt/daugiau-apie-gincius-su-finansiniupaslaugu-teikeju).
17.6. If the Client is of the opinion that the Client’s or another person’s rights and/or legitimate interests related to the Agreement and/or Services have been violated Client may apply to the Bank of Lithuania with a complaint to the Bank of Lithuania via electronic means indicated in the website of the Bank of Lithuania (https://www.lb.lt/lt/kontaktai#group-464) or by sending the complaint to the Bank of Lithuania, Totorių str. 4, LT-01121 Vilnius, Lithuania or Žalgirio str. 90, LT-09303 Vilnius, Lithuania or via email info@lb.lt or pt@lb.lt.
18. Final Provisions
18.1. Each Party warrants that possesses all licences and permissions required under the applicable laws that are necessary to execute this Agreement.
18.2. The Client does not have the right to assign its rights and obligations arising out of this Agreement to third parties without prior written consent from the Company. The Company reserves the right to assign its rights and obligations arising out of this Agreement to third parties at any time without consent from the Client if such transfer of rights and obligations does not contradict with the legislation.
18.3. If any provision of this Agreement shall be found by any court or legal authority to be invalid, unenforceable or illegal, the other provisions shall remain valid and in force and, to the extent possible, the provision shall be modified to ensure it is valid, enforceable and legal whilst maintaining or giving effect to its commercial intention.
18.4. Termination of this Agreement or the Services shall not affect accrued rights and obligations of the Company and the Client except unless such rights were accrued unlawfully or in breach of this Agreement.
18.5. This Agreement is valid for an indefinite period of time.