PART I

GENERAL SERVICE TERMS AND CONDITIONS

1. INTRODUCTION
   • These General Service Terms and Conditions (hereinafter referred to as the – “General Service Conditions”) along with the Pricelist, Privacy Policy and any Special Service Conditions that apply to the Services, form a legal agreement between Mellifera Kartiera Limited (hereinafter – the Company) and the Client.
   • The purpose of the General Service Conditions is to establish general principles governing the relations between the Company and the Client and to stipulate the rights and obligations of the Parties during the use of the Services provided by the Company.
   • The General Service Conditions form an integral part of every legal transaction between the Parties and shall be binding on both Parties. Upon the Client’s approval of the General Service Conditions, the Client shall be deemed to have entered into the Account Agreement with the Company.
   • If the General Service Conditions are in conflict with the Contract on Services or Service Conditions, the Contract on Services or Service Conditions apply.
   • The General Service Conditions is the document of crucial importance which shall be carefully examined by the Client before the Client decides to confirm it and use Services provided by the Company. Along with the General Service Conditions, the relations between the Parties are governed by Contracts on Services, Service Conditions, Price List, Privacy Policy, other Company documents, laws and other legal acts of the Republic of Malta, as well as the principles of reasonability, justice and fairness and generally accepted fund transfer practices.
2. USED TERMS AND DEFINITIONS

Account Agreement	a payment account agreement between the Client and the Company consisting of these General Service Conditions, the Account Agreement Special Service Conditions and Price List. All amendments and annexes, if any, to the Account Agreement constitute an integral part of the Account Agreement.
Agreement	these General Service Conditions and Special Service Conditions applicable to the Client on the basis of his/her/its application.
App	a mobile software (application) developed by the Company and linked with the Client’s Profile, installed and intended for use on a mobile device belonging solely to the Client.
Authorization	granting of permission for the Client into the System, where the Client identifies itself in the following ways: a)                  accessing the Client’s Profile in the Company App, providing the Passcode; b)                  accessing the Client’s Profile on the Website, providing the email and Password.
Authorization code	a combination of numbers provided by the Company as an SMS text message sent to the Client’s mobile phone each time the Client is performing the Payment Transaction.
Beneficial Owner	a natural person who owns or controls, directly or indirectly, at least 25% of the Client’s capital or voting shares or who exercises control in relevant manner, as well as owner of the funds held in the account, or a natural person in whose interest transactions are made, and whose particular features are defined in legal acts.
Business Day	a day when the Company provides its Services, set by the Company. The Company can set different business days for different services.
Client	a natural or legal person who has registered in the System by creating a Profile, including a person who has the intention to enter into a business relationship with the Company.
Commission Fee	remuneration set in the Price List, which the Company levies on Services delivered by the Company. Commission Fees may also be included in the Contract on Services or other documents.
Company	Mellifera Kartiera Limited, registration number C107685, with registered office at Villa Malitah, Mediterranean Street, The Village, St. Julians, STJ 1870, Malta, data is collected and stored in the website: kartiera.eu, email: compliance@kartiera.eu, licensed as an electronic money institution, license No. ___, issued on ______ by the supervisory authority __________.
Consent	consent of the Client to use the Services and/or perform a Payment Transaction, which is given in the form of an Authorization code, Passcode or other authorization means allowed by the Company.
Consumer	a natural person entering or having entered into a financial services agreement with the Company for personal, family or household purposes, not related to trade, business, or profession activities.
Contract on Services	an agreement between the Company and the Client on the provision and use of Services provided by the Company. the Special Service Conditions of the specific service and these General Service Conditions that form an integral part of each Contract on Services unless foreseen otherwise by the latter.
Electronic Money	upon receipt of funds from the Client, the monetary value is credited/transferred to and held on the Payment Account for executing Payment Transactions.
Funds Reservation	the Client’s funds are being made unavailable to the Client based on the reservation from Payee or otherwise when using the Company payment card services.
Foreign country	a country other than a Member State.
Group	entities controlled by Mellifera Holdings Limited, Reg. No.: C104995, with registered office at Villa Malitah, Mediterranean Street, The Village, St. Julian’s, Malta. For the avoidance of doubt, the Company is a part of the Group.
IBAN	(International Bank Account Number) a unique identifier assigned by the payment service provider and provided by the Payer/Payee to identify unambiguously the Payer/Payee, or the payment account thereof used in the Payment Transaction.
KYC	the “Know Your Client” process, which involves identifying and verifying the Client and obtaining information about the Client such as its residential address, contact information, the purpose and nature of the business relationship, planned turnover, ownership structure, economic activity, source of funds, etc.
Member State	a member state of the European Union or a member country of the European Economic Area (EEA).
Party	The Company or the Client. If required, might be used in plural within the context.
Party Passcode	a combination of numbers created by the Client when registering in the Company App, and which is used unambiguously for identification of the Client participating in the Payment Transaction and/or access to the Payment Account. The Passcode can be changed at any time by the initiative of the Client. A fingerprint may be used instead of the Passcode if the Client agrees, and its mobile device supports such functionality.
Password	a combination of numbers and letters created in the System and provided to the Client initially by the Company when accessing the Services on the Website.
Payee	a natural or legal person indicated in the Payment Order as a recipient of funds of the Payment Order.
Payer	a natural or legal person who holds a payment account and allows a payment order from that account or, where there is no payment account, a person who submits a Payment Order.
Payment Account	a current account opened on the basis of the Special Service Conditions of the Account Agreement.
Payment Order	the Payer’s/Payee’s instruction to the payment service provider to execute the Payment Transaction.
Payment Transaction	depositing, transfer, or withdrawal of funds initiated by or on behalf of the Payer or by the Payee irrespective of the obligations of the Payer and the Payee on which the transaction is based.
Penalty Interest	late interest for non-payment of Commission Fees or other amounts due from the Client to the Company equal to 0.08% per day from the amount not paid on time.
Personal Data	any information relating to an identified or identifiable natural person directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, etc.
Price List	prices for the Company’s Services and transactions available on the Website.
Privacy Policy	the Company’s document describing the personal data processing, retention and protection matters.
Profile	the result of registration in the System, during which the data of the registered person is saved, a login name is created and the rights in the System are defined.
Reference Interest Rate	the interest rate which is used as the basis for calculating the amount of interest and which comes from a publicly available source which can be verified by both Parties (e.g., EURIBOR).
Reference Exchange Rate	a currency exchange rate determined, changed, and announced by the Company according to which the currency is exchanged.
Representative	person having the relevant rights assigned by statute, power of attorney or otherwise to represent the Client.
Service	any financial service rendered by the Company to its Clients. The features of Services shall be specified in the General Service Conditions, Special Service Conditions and other applicable documents.
Special Service Conditions	means conditions of the provision of a particular Service offered by the Company to the Client and described in these Mellifera Service Terms and Conditions.
System	a software solution provided by the Company through the Website, or the Company App used for providing Services.
Statement	a summary of transactions effected in the Payment Account over a certain period of time.
Top-up	section in the Client’s Profile for adding money to the Payment Account using a payment card or by other Payment Transaction.
Transaction	any activity performed by the Client in the Client’s Profile and associated with the Services provided by the Company to the Client (including the Payment Transaction).
Transaction Instrument	any personalized device and/or procedures agreed by Parties by which the System allows to link to the Client’s any personalized device and/or procedures agreed by Parties by which the System allows to link to the Client’s Payment Account and initiate the Transaction (e.g., a payment card, the right to use the Company App, Website or another means offered by the Company).
Sanctions	any economic or financial sanctions, legislation, orders and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted, imposed, administered or enforced at any time by any Sanctions Authority.
Sanctions Authority	(i) the United Nations, (ii) the European Union; (iii) the United Kingdom, (iv) the United States, (v) Malta and any member state of the European Economic Area (EEA) and/or (vi) the respective government institutions of any of the foregoing, including, without limitation, HM Treasury, the Office of Foreign Assets Control of the US Department of the Treasury (OFAC), the US Department of Commerce, the US Department of State and any other agency of the US government.
User	a representative of the business Client, to whom the business Client grants the right to access the Client’s Profile and perform Payment Transactions and other actions.
Website	the Company’s website at the address: kartiera.eu
Withdrawal	Payment Transaction, whereby the Client can receive cash by using the Transaction Instrument accordingly.

3. CLIENT’S IDENTIFICATION AND REGISTRATION OF PROFILE
   • Only the Client who has completed the Client’s Profile registration in the System and who has simultaneously become acquainted with the General Service Conditions, Privacy Policy, and relevant Special Service Conditions (that the Client intends to use and applied for) and expressed its consent to comply with them, is entitled to use corresponding Services offered by the Company.
   • Prior to registration in the System and entering into the Agreement, the Client (natural person) or the Representative of the business Client shall confirm it complies and will always comply with the following criteria during the validity of the Agreement:
     • he or she is at least 18 years old;
     • pursuant to a judgment that has taken effect, he or she does not have limited legal capacity due to disorders of mental nature;
     • at the time of applying for the Client’s Profile and at the moment of entering into the Agreement, he or she is fully legally capacitated and is not under the influence of alcohol, drugs, psychoactive, toxic or other intoxicating substances;
     • the Client or its Beneficial Owner, if the Client is a legal entity, is the ultimate beneficiary of the funds involved in the provision of Services and these funds are of legal origin and are not acquired as the result of a criminal offence, either directly or indirectly, or related to any criminal activity or an attempt of such activities.
   • The Client or Client’s Representative must provide correct data when applying for Services and, if there is a need for changing or adding data, the Client or Client’s Representative must submit correct and actual data only. The Client shall bear any losses that may occur due to the submission of forged, invalid, or misleading data and/or documents. The Client is entitled to register only one Profile.
   • For the Company to start the provision of Service, the Client shall choose the appropriate Service which the Client intends to receive and additionally to General Service Conditions shall confirm corresponding provisions of the Special Service Conditions that constitutes the Contract on Services. The Client’s and its Representative’s identification procedure is performed according to the provisions of these General Service Conditions, Special Service Conditions or requirements established in the System.
   • Access to and use of the Client’s Profile is possible when the Company has appropriately identified the Client and its Representatives (if any) by means of identification determined by the Company. The Client shall be entitled to change certain data used for access to the Profile and Services in compliance with the procedures foreseen in the System.
   • The Parties agree that the Client can confirm documents (e.g., General Service Conditions, Special Service Conditions, consents, requests, questionnaires, personal identification documents etc.) if the Client is properly logged in to the System, i.e., the Company may not additionally request an Authorization code, Passcode or other authorization means for the approval of the above documents in the System, if the Client has performed the Authorization when connecting to the System.
   • The Client, who registered in the System via the Website, receives a confirmation on registration of the Profile via email address. If the Client has used the Company App for registration of the Profile, the Client will see the confirmation in the Client’s Profile.
   • The Company is entitled to refuse registration of the Profile in the System without providing a reason for refusal.
   • The registration may be refused and/or the Profile may be blocked, suspicious transactions may be invalidated and the relevant information may be transmitted to law enforcement institutions, if necessary.
   • The Company carries out the identification of the Client by obtaining information and proof of identification on the Client, Beneficial Owners (where applicable) and the Representatives (where applicable):
     • The following identification procedures shall be carried out in regard to natural persons:
       • the Client must submit the information and documents requested by the Company (name, surname, personal code, date of birth, phone number, address, email, KYC information and other necessary information);
       • an image of the Client’s face and the identity document displayed by the Client are recorded.
     • The following identification procedures shall be carried out in regard to legal persons:
       • the Client must submit the information and documents requested by the Company (company name, legal form, registration number, Representative’s name, surname, representation grounds, phone number, address, email, KYC information and other necessary information);
       • at the request of the Company, an online meeting shall be arranged in order to verify such identification documents as registration certificate, articles of association, documents certifying the right of signature, Representative’s valid identity document, actual printout from the business register certifying the right of signature and good standing of the company, the power of attorney and/or other documents/information required.
     • The power of attorney, if any presented, and other legal documents shall be notarized and/or apostilled and/or legalized if required by the Maltese law. The power of attorney submitted to the Company shall be considered effective until revoked by the Client and by notifying the Company in writing.
     • The Company is firmly committed to meeting its obligations in combating money laundering, financing of terrorism, financial fraud and other legal obligations. The Company maintains and follows a strict ‘Know Your Customer (KYC)’ policy and applies additional validation checks as may be applicable from time to time. Certain activities, Transactions, monetary limits, and volumes may only be allowed once the Client has passed the KYC checks by providing the Company with the relevant information and documents. The Company will also take steps to validate the information that the Client provided. This may include comparing the information and documents that the Client provides to use with that available from commercially available resources and service providers. Furthermore, the Company may ask the Client, from time to time, to update KYC information, confirm elements or all of the information or provide additional information. The Company may also ask for documentary evidence to validate the information that the Client has provided.
     • In order to identify the Client adequately, the Company may, at its sole discretion, at any time request the Client to submit documents or information confirming the Client’s identity and unilaterally determine any additional requirements for the Client’s and/or Beneficial Owner’s (if applicable) identification, origin of funds and other relevant requirements. The Company has the right to demand additional information and/or documents related to the Client or transactions executed by the Client and request the Client to fill in and periodically update the Client’s KYC questionnaire.
     • Acting in the Clients’ interests, the Company may refuse to accept from natural persons the personal identification documents which, in the opinion of the Company, can be easily forged or documents which do not contain sufficient details for identification of the person.
     • The Company has the right to request copies of the documents certified by a notary and/or translated into English or other language acceptable to the Company. All documents and information shall be prepared and provided at the expense of the Client. If the Client does not provide additional information and/or documents within a reasonable time set by the Company, the Company has the right to suspend the provision of all or a part of the Services to the Client.

4. ESTABLISHING BUSINESS RELATIONSHIP
   • In observance of the generally recognised principle of the freedom of contract, the Company shall have the right to choose, at its sole discretion, the circle of Clients with whom to enter into and keep a business relationship – offer Services and enter into Contracts on Services, excluding the cases when applicable legal acts establish otherwise.
   • Prior to the conclusion or refusal to conclude the Contract on Services, the Company carries out the relevant assessment of all available information and circumstances.
   • The Company reserves the right not to offer any Services, enter into Contract on Services and/or suspend Transactions and/or the provision of other Services and/or terminate an existing Agreement if the Client, its Representative, Beneficial Owner or any related person:
     • has deliberately furnished the Company with any false or insufficient information (including any documents) or conceals, fails, or refuses to furnish the information required by the Company or submits documents the veracity or authenticity of which is doubtful, or the submitted documents and/or information are not in conformity with requirements established by legal acts and/or the Company;
     • has not furnished, upon the Company’s request, relevant and sufficient information (including any documents) necessary for due identification of the natural person or legal entity or for determination of representation rights, as well as if the submitted documents do not satisfy the requirements laid down by the Company and/or legislation;
     • has failed to discharge its obligations to the Company or Group companies;
     • has caused or may cause any direct/indirect loss or injury to the interests of the Company or Group companies through any act or omission, direct or indirect;
     • has not furnished, upon the Company’s request, relevant and sufficient information (including any documents) about the origin of funds, beneficial owners, the purpose of the transaction or circumstances, and suspicion exists about the natural person’s or legal entity’s potential involvement in organized crime and/or fraudulent activities and/or money laundering and/or terrorist financing and/or other illegal activities;
     • is active in an area which has an inherent high risk of money laundering or terrorist financing or performs certain operations without being duly registered or licensed to do so;
     • according to the information available to the Company, has such a reputation that may have a direct or indirect impact on the Services or may cause unfavourable implications for the Company or Group companies;
     • fails to substantiate their professional, economic, social or personal links with Malta, or do not carry out activities in Malta;
     • was prosecuted or convicted for offences or misdemeanours and/or according to the information available to the Company, may be related or were related in the past with criminal organisations;
     • is related or was related in the past with activities prohibited by international or national legal acts (e.g., trafficking in people, trafficking in human organs, exploitation of children, smuggling, illicit trade in weapons, ammunition or explosives, illegal trade in narcotic or psychotropic substances, prostitution, management of brothels, etc.);
     • holds or has held significant positions in a country against which the Sanctions and/or restrictions are imposed and/or are persons who are subject to Sanctions for any reasons or who permanently reside in the country which is subject to Sanctions or have their registered office and/or the main business territory in such a country;
     • has a registered address in a target territory within the meaning of the Law of the Republic of Malta on Corporate Income Tax;
     • uses Payment Account for illegal nature transit purposes;
     • is a person whose accounts are used by third parties without legal grounds, or, in the opinion of the Company, the funds held in or credited to such accounts do not belong to the Client.
   • Other facts not mentioned in the clauses above may also be considered by the Company as important reasons if they allow assuming that the conclusion of the Contract on Service and/or provision of a Service and/or continuation of a business relationship would infringe the legal acts, legitimate interests of the Company, its clients, or the public.
   • Upon the Client’s approval of the General Service Conditions, relevant Special Service Conditions and the Privacy Policy by ticking the appropriate boxes in the Company App or on the Website, the Client shall be deemed to have entered into the Agreement with the Company. The Agreement is entered into for an indefinite period of time. It is considered that the place of signing the Agreement is Malta. The Client can find out the information regarding Services and Agreement in the Client’s Profile (e.g., the IBAN, list of Transactions, etc.).
   • By entering into the Agreement, the Client also accepts the Price List, which is available on the Website.
5. THE CLIENT’S AND USER’S RELATIONS (THIS SECTION 5 APPLIES TO BUSINESS CLIENTS)

• The Client may specify in the Client’s Profile an unlimited number of Users who will manage the Client’s Profile and perform transactions associated with the Serviced provided to the Client.
• The Client shall specify in the Client’s Profile what rights to perform Transactions are granted, what limits are set for the User and which Payment Accounts the User will be able to manage (including the disposal of the funds contained therein). The Client is responsible for ensuring that the Users registered in the Client’s Profile have the appropriate authorizations (e.g., power of attorney) and have the right to act on behalf of the Client.
• A change in the relationship between the Client and the User (e.g., termination of employment agreement, etc.) does not automatically affect the validity of the Account Agreement, i.e., until the Client revokes the User’s rights in the Client’s Profile, the User may continue to perform Transactions on behalf of the Client.
• The General Service Conditions are binding on both the Client and its Users. The Client must acquaint the Users with the General Service Conditions. If the User violates the General Service Conditions, the Client will be deemed to have violated the General Service Conditions. The Client may not rely on the fact that the General Service Conditions have been violated by the User and not by the Client, or that the User has not been acquainted with the General Service Conditions.
• In addition to Transactions performed on behalf of the Client, the Users may also view information on other agreements concluded on behalf of the Client and the Services provided to the Client, displayed in the Client’s Profile.
• The Client may check the history of its Transactions by logging in to the Profile and requesting to provide a Statement. There is also information about all applied Commission Fees deducted during a selected period of time.
• The Client shall ensure that all funds used for Transactions are of legal origin and if the Client is not informed of the origin of funds or if any doubt arises to the Client about the legality thereof, the Client shall promptly notify the Company thereof.
• The Client is prohibited from using Services for conducting any unlawful activities, including for money laundering or terrorist financing-related operations, as well as for any activities aimed at circumventing the Sanctions.

6. SECURITY AND CORRECTIVE MEASURES
   • Obligations of the Client related to Transaction Instruments and Authorization means:
     • The Client authorised to use a Transaction Instrument must:
       • use the Transaction Instrument in observance of conditions regulating the issuance and use of the Transaction Instrument as specified in the General Service Conditions and/or Contract on Services and/or Special Service Conditions;
       • having found out that the Transaction Instrument has been stolen or lost in any other matter, suspecting or obtaining information about illegal acquisition of the Transaction Instrument or unauthorised use thereof as well as about the facts or suspicions that personalised security data of the Transaction Instrument (including the means of identification) have become known or might be used by third parties, via email, phone call or using communications options in Profile promptly notify the Company or any other entity specified thereby in observance of conditions regulating the issuance and use of the Transaction Instrument.
     • Having received the Transaction Instrument, the Client, must promptly take all actions (including those specified in General Service Conditions, Contract on Services and Service Conditions) to safeguard the personalised security data of the received Transaction Instrument.
     • The Client undertakes to protect and not to disclose any Passwords, Authorization code or Passcode created by the Client or provided to the Client under the Contract on Service or other personalized security means to third parties and not to allow other persons to use Services under the name of the Client. If the Client has not complied with this obligation and/or could but has not prevented it and/or performed such actions on purpose or due to its own negligence, the Client fully assumes the losses and undertakes to reimburse the losses of other persons incurred due to the indicated actions of the Client or its failure to act.
     • In the event of loss of Password, Authorization code or Passcode by the Client or disclosure of them, or in case a real threat has occurred or may occur to the Payment Account, the Client undertakes to change the Passwords and Passcode immediately or, if the Client does not have a possibility to do that, notify the Company thereof immediately (not later than within one Business Day) via email, phone call or using communications options in Profile. The Company shall not be liable for consequences that have occurred due to the notification failure.
     • After the Company receives the notification from the Client as indicated above, the Company shall immediately suspend access to the Payment Account, block the Transaction Instrument and provision of the Company Services until a new Password/Passcode/ Authorization code is provided/created for the Client.
     • The Company draws the attention of the Client to the fact that the email linked to the Client’s Profile and other instruments (e.g. mobile device, mobile phone number), which are linked at the Client’s choice to its Profile, are used as instruments for communication or identification of the Client, therefore these means and logins to them shall be strictly protected by the Client. The Client is completely responsible for safety of its email passwords and all the other means it uses, such as Password, Passcode, payment card CSV and other private credentials. The mentioned data is a secret information, and the Client is responsible for its disclosure and for all operations performed after this data is used by the Client for a relevant Payment Account or another Transaction Instrument is entered. The Company recommends memorizing passwords and not to write them down or enter in any instruments where they may be seen by other persons.
     • The Company points out that the Company App is directly linked to a specific phone number. This means that if the Client loses the phone number used during onboarding, the Client will lose the opportunity to access the Payment Account through the Company App.
   • Blocking of the Account and Payments Instruments:
     • The Company reserves the right to suspend Payment Transactions, to block the Payment Account and/or the Transaction Instrument or to suspend any other Service at any time:
       • for objectively justified reasons relating to the security of funds available in the Payment Account and/or security of the Transaction Instrument, suspected unauthorised or fraudulent use of funds available in the Payment Account and/or the Transaction Instrument, or to the increased risk that the Client might be unable to fulfil his/her payment obligation to the Company;
       • where the Company finds out that the Transaction Instrument has been stolen or lost in any other manner, suspects or obtains information about illegal acquisition of the Transaction Instrument or unauthorised use thereof as well as about the facts or suspicions that personalised security data of the Transaction Instrument (including means of Authorization) have become known or might be used by third parties, or where the Company has reasonable suspicions that funds available in the Payment Account and/or the Transaction Instrument might be illegally used by third parties or that the Payment Account and/or the Transaction Instrument might be or has been used for illegal activities;
       • if the Client is in breach of the General Service Conditions and/or Account Agreement and/or another Contract on Service;
       • in the cases provided for by clause 4.3 of the General Service Conditions, Service Conditions, Contract on Service or legal acts.
     • In the cases provided above, the Company shall notify the Client in the manner specified in the General Service Conditions or Contract on Service or in any other manner acceptable to the Company (e.g., by phone, e-mail, the Company App) about the blocking of the Payment Account and/or Transaction Instrument and about the reasons for such blocking, doing its best to notify the Client before the blocking and no later than immediately after the blocking, except in the cases when the provision of such information would impair the safeguards or is prohibited by legal acts.
     • Access to Payment Account shall be disabled on the Client’s initiative if the Client gives a relevant instruction to the Company in writing or in other manner agreed between the Parties in Contract on Services.
     • The Company shall cancel the blocking of the Payment Account and/or the Transaction Instrument when the reasons for the blocking cease to exist or when the blocking has been initiated by the Client -if the Company receives the respective written request of the Client (unless General Service Conditions or Contract on Service establish otherwise). The Company shall have the right to replace the blocked Transaction Instrument by a new one.
     • The Company shall not be held liable for the Client‘s losses incurred as a result of blocking of the Payment Account and/or the Transaction Instrument or suspending the Service, where such blocking or suspending has been performed in observance of the procedure established in the General Service Conditions, Service Conditions, Contract on Service or legal acts and according to the terms specified in the aforementioned documents.
     • The Company may deny an account information service provider or a payment initiation service provider access to a Payment Account for objectively justified and duly evidenced reasons relating to unauthorised or fraudulent access to the Payment Account by that account information service provider or that payment initiation service provider, including the unauthorised or fraudulent initiation of a Payment Transaction. In such cases, the Company shall inform the Client that access to the Payment Account is denied and the reasons, therefore. The Company shall allow access to the Payment Account once the reasons referred to in this for denying the access of the account information service provider and/or of the payment initiation service provider to the Payment Account no longer exists.
   • Notifications of the Client regarding unauthorised or incorrectly executed Payment Transactions
     • The Client shall have a duty to see and check the Statements at least once a month. A failure to inspect the Payment Account balance shall not release the Client from the performance of its duties.
     • The Client must notify the Company in writing of unauthorised or incorrectly executed Payment Transactions as well as of any other mistakes, inconsistencies, or irregularities in the Statement. The Notification must be submitted immediately (within 5 (five) Business Days of finding out about the circumstances mentioned in this clause) and in any case no later than within 60 (sixty) calendar days of the day on which the Company, in the opinion of the Client, executed an unauthorised Payment Transaction or incorrectly executed a Payment Transaction.
     • The Client, who is a Consumer, or a natural person engaged in economic–commercial or professional activities, must promptly notify the Company in writing of unauthorised or incorrectly executed Payment Transactions (within the time limit established in clause 6.3.2) and in any case no later than within 13 (thirteen) months of the day of debiting the funds from the Payment Account. These time limits shall not apply in those cases when the Company has not notified the Client of such unauthorised or incorrectly executed Payment Transaction or has failed to provide conditions for the familiarisation with it in observance of the procedure established in the General Service Conditions or Contract on Service. The Client, who is not a Consumer, or a natural person engaged in economic–commercial or professional activities, must notify the Company in writing of unauthorised or incorrectly executed Payment Transactions within the time limit established in clause 6.3.2.
     • Where the Client fails to notify the Company of unauthorised or incorrectly executed Payment Transactions within the time limit established above, it shall be considered that the Client has unconditionally confirmed Payment Transactions executed in the Payment Account.
   • Liability of the Client for unauthorised use of the Transaction Instrument and liability of the Company for unauthorised Payment Transactions
     • If the Client denies authorizing the Payment Transaction which has been authorized or states that the Payment Transaction has been executed improperly, the Company is obliged to prove that the authenticity of the Payment Transaction has been confirmed, it has been registered properly and recorded into accounts, and it has not been affected by any technical or any other glitches.
     • Where the Client, who is not a Consumer, denies that it has authorised the executed Payment Transaction, the use of the Transaction Instrument registered by the Company shall constitute sufficient proof that the Client has authorised the Payment Transaction or acted fraudulently or with intent, or by gross negligence has failed to fulfil one or more obligations established under clauses 6.1.1 – 6.1.2 of the General Service Conditions.
     • Where the Client, who is a Consumer, denies that he/she has authorised the executed Payment Transaction, the Transaction Instrument’s use registered by the Company shall not necessarily be sufficient proof that the Client has authorised the Payment Transaction or has acted unfairly or deliberately, or has failed to fulfil one or several duties specified in clauses 6.1.1–6.1.2 of the General Service Conditions.
     • Upon receipt of a respective notification of the Client (Payer) within the time limits specified in General Service Conditions or having established that the Payment Transaction has not been authorised by the Client, the Company shall, without undue delay, but no later than by the end of the next Business Day, return to the Client the amount of such unauthorised Payment Transaction and restore the balance of the Payment Account from which the amount was debited which would have existed if such unauthorised Payment Transaction would not have been executed, unless the Company has reasonable grounds to suspect fraud. The Company shall also ensure that the Payer does not incur losses because of interest payable to or receivable from the Company.
     • The Customer (Payer), who is a Consumer, shall bear the losses relating to unauthorised Payment Transactions up to EUR 50 (fifty euro), where such losses are incurred as a result of:
       • the use of a lost or stolen Transaction Instrument;
       • the misappropriation of the Transaction Instrument. If the Client is not a Consumer and/or the Payment Transaction is executed in the currency of a Member State to/from a Foreign Country or in the currency of a Foreign Country, the Client bears all losses.
     • The Client (Payer) shall bear all losses relating to unauthorised Payment Transactions if such losses were incurred because of the Client’s failure to fulfil one or several duties specified in clauses 6.1.1– 6.1.2 of the General Service Conditions due to fraudulent or deliberate acts or gross negligence.
     • Where the Company does not create conditions for notifying, at any time, of the lost, stolen or misappropriated Transaction Instrument, the Company shall bear the losses resulting from unauthorised use of the Transaction Instrument, unless the Client has acted unfairly.
     • Where the Payer lodges a claim with the Company concerning the Payment Transaction not authorised by Payer and executed by the Company, the Payee of the funds of which is the Client, such Client (Payee), as the recipient of the funds of the aforementioned Payment Transaction without valid grounds, must immediately repay to the Company the amount of the aforementioned Payment Transaction transferred to Payee’s Account and agrees with debiting of the funds of such Payment Transaction by the Company from Payee’s Payment Account.
     • Where the Client (Payer) lodges a claim with the Company concerning the Payment Transaction not authorised by Client and executed by the Company, and the Company repays to the Client the funds of such Payment Transaction, but later it is established that the Payment Transaction was authorised properly or there are other grounds set out by legal acts for rejecting the Client’s claim (e.g., fraud), such Client, as the recipient of the funds without valid grounds must immediately repay such funds to the Company and agrees with debiting of the funds of such Payment Transaction by the Company from Client’s Payment Account.

7. COMMISSION FEES, INTEREST AND EXCHANGE RATE
   • Services provided by the Company to the Client are paid services, for which payment is set as a Commission Fee in the form of fees, commission, interest etc.
   • The amount and procedure of payment for Services rendered to the Client are determined by the Price List in force at the time of rendering the Services, except where the amount and procedure of payment of such Services are stipulated in the Contract on Services.
   • The Client confirms being carefully studied the prices and terms of payment services and other Company Services that are applied and relevant to the Client.
   • The Company has the right to deduct the Commission Fees for rendered Services from any Payment Account opened by the Client with the Company.
   • The Company Commission Fees are deducted in default currency of the Payment Account, unless otherwise indicated in the Price List and/or Contract on Services.
   • The Client undertakes to ensure a sufficient amount of money in the Payment Account in order to allow to the Company to deduct it as the Commission Fee according to the Price List. If the amount of funds in the indicated currency is insufficient to pay the Commission fee, the Company has the right, but not the obligation, to exchange money on the Payment Account in another currency into a necessary currency by applying the Reference Exchange Rate. If there is money in several different currencies, the Company may choose the currency for exchange at its discretion.
   • The Client, having failed to pay the Company the remuneration for provided Services, at the demand of the Company must pay Penalty Interest for each day overdue.
   • A revised Reference Exchange Rate and a revised Reference Interest Rate shall be applied by the Company immediately without a separate warning. The Client can obtain information about changes in Website, unless the Company and the Client have agreed otherwise.
8. PROHIBITED ACTIVITIES
   • The Client using the Company Services is prohibited from:
     • not complying with the General Service Conditions, Contracts on Services, and legal acts, including but not limited to, anti-money laundering and counter-terrorist financing legal acts;
     • violating the rights of the Company and third parties to trademarks, copyrights, commercial secrets and other intellectual property rights;
     • providing false, misleading or incorrect information to the Company; refusing to provide information or undertake other actions that are reasonably requested by the Company;
     • providing to third parties false, misleading or incorrect information about the Company and cooperation with the Company;
     • executing or receiving transfers of illegally acquired funds, if the Client is aware of or should be aware of it;
     • using Services of the Company in a way which causes losses, liability or other negative legal consequences or damage to the business reputation of the Company or third parties;
     • using the Company Services from countries that are not acceptable to the Company;
     • spreading computer viruses and undertaking other actions that could cause System malfunctions, information damage or destruction and other damage to the System, equipment or information of the Company;
     • undertaking any other deliberate actions which could disturb the provision of the Company Services to the Client or the proper functioning of the System;
     • organizing illegal gambling, illegal trading of stocks, indices, raw materials, currency (e.g. Forex) options, exchange-traded funds (ETF); providing of trade, investment or other services on currency exchanges, Forex markets and other electronic currency trading systems; engaging in illegal trade of tobacco products, alcohol, prescription drugs, steroids, weapons, narcotic substances and their attributes, pornographic production, unlicensed lottery, illegal software and other articles or products prohibited by the law;
     • without the prior written consent of the Company providing financial services, organizing legal gambling, lotteries, other specially licensed activities or activities requiring a permit. In case the Client intends to provide mentioned services using the Payment Account, the Client must inform the Company in advance and shall have a valid license, issued by a member state of the European Union or a third country that has imposed equivalent or substantially similar requirements and is monitored by the competent authorities with respect to compliance with these requirements;
     • registering a Payment Account by fictitious or someone else’s name without having the power of attorney or registering a Payment Account using services of anonymous phone numbers or e-mail addresses provided by other individuals or websites;
     • providing services that are prohibited by the law or contradict public order and moral principles;
     • disclosing Authorization codes, Password, Passcode and other authentication means to third parties and allowing other persons to use Services under the name of the Client.

9. COMMUNICATION BETWEEN THE CLIENT AND THE COMPANY
   • All notifications between the Parties must be of simple written form (i.e., prepared in the form of a respective document), excluding the cases established in legal acts, Contracts on Services or other documents submitted to the Company (applications, questionnaires, etc.), when the notifications may be communicated verbally or must be of a notarial form. Documents communicated using the telecommunications terminal equipment or electronic means of communication (fax, internet, System, etc.) shall be equated to the documents in written form.
   • The Company shall deliver notifications to the Client personally or by way of publishing:
     • notifications of the Company delivered personally shall be handed in or communicated directly to the Client and may be provided to the Customer via the Client’s Profile, sent by post, email, fax, communicated by phone and other electronic means of communication. If the notification is communicated verbally, the Company shall have the right to record the conversation and keep its record in accordance with the procedure set out by legal acts;
     • notifications of the Company communicated by way of publishing shall be made available on the Website of the Company. Such notifications may also be published in advertisements in press or other media.
   • Notifications communicated by the Parties shall be deemed to be received when after sending the notification the time period which is normally required for sending the information by respective means of communication expires, including the following cases when the notification is considered to be received:
     • in the case of the notification which is communicated verbally (including by phone) – at the moment of its verbal communication;
     • in the case of the notification which is handed in personally – on the day of handing it in;
     • in the case of the notification which is sent by post – within 5 (five) calendar days of the day of its sending, and in the case of the notification which is sent or received not from or not in the Republic of Malta – within 14 (fourteen) calendar days of the day of its sending;
     • in the case of the notification which is sent via Client’s Profile or sent by e-mail, fax, SMS, other electronic means of communication – on the day of its sending, if it was sent during the Company business hours, or on the next Business Day, if it was sent after the Company business hours;
     • notification published by the Company – on the day of its publishing;
     • where the recipient acknowledges the receipt of the notification earlier than specified above – on such day of acknowledgement by the recipient.
   • The Client undertakes to check the indicated email, phone, post-box, Profile and other instruments for receipt of notifications, as well as Website, on a regular basis, in order to notice notifications of amendments to the General Service Conditions, Service Conditions, Price List, Account Agreement or other Contract on Services in a timely manner.
   • The Client must provide the Company with the requested information/documents within the specified term or inform the Company about the reasons and circumstances due to which it is not possible to provide the information within the specified term.
   • Upon receipt of the notification from the Company, the Client must immediately verify the correctness and accuracy of the information specified in the notification and having identified any inconsistencies, irregularities or having found other shortcomings – promptly inform the Company.
   • The main communication language between the Company and Clients is English, unless agreed otherwise by the Company and the Client.
   • Usually General Service Conditions, Special Service Conditions, Contracts on Services, Price List or any other documents with Clients are concluded in English. By entering into Contract on Services, the Client confirms understanding English and agrees to communicate with the Company in English.
   • The Client undertakes to provide in the Profile and, in case of amendments, immediately update the contact data (phone number, email address and post address), which the Company could use to contact the Client or its Representatives. In case the Client does not update the contact data in the Profile, all consequences related on the failure of the Company to submit notifications to the Client shall fall on the Client.
   • In order to protect the Client’s funds from possible illegal actions of third parties, the Client undertakes to immediately inform the Company in writing about the theft or loss of its personal identity document.
   • The Client can receive a consultation regarding all issues related to the Service, System and execution of the Contract on Service by sending its question from the email address registered in the System, calling to the Client support or filling in a request in the Profile. The Company contact details are provided on the Website and Profile.
   • The Company may change the solution for technical integration of Services without constraint and at any time. Changes required by the Client shall be made at the Client’s expense.
   • The Parties shall immediately inform each other about any circumstances significant for execution of the Contract on Service. The Client shall submit documents confirming such circumstances (e.g., changes in name, surname, signature, address, phone number, other contact data, personal document or persons who have the right to manage funds on the Payment Account, initiation of bankruptcy proceedings against the Client, etc.), whether this information has been already transferred to public registers or not.
   • The Client shall have the right to get familiarised with the applicable version of the General Service Conditions, Commission Fees, Contracts on Services at any time by contacting the Company. The aforementioned documents may also be posted on the Website and if they are not posted there and if a separate request of the Client is received, they must be furnished to the Client in written form or using any other durable medium acceptable to the Company, irregularities or having found other shortcomings – promptly inform the Company.
10. AMENDMENTS OF TERMS AND CONDITIONS AND TERMINATION OF CONTRACT ON SERVICES
    • Unless agreed otherwise by the Company and the Client, the Company reserves the right to amend these General Service Conditions, Special Service Conditions, Price List, and other Contracts on Services unilaterally at its sole discretion.
    • The Company shall notify the Client in writing about the changes (e.g., increase of the Commission Fee) which worsen the Client’s situation or using any other durable medium individually and/or by way of publishing no later than 60 (sixty) calendar days (if the Client is a legal person – 30 (thirty) calendar days) in advance of the enforcement of such changes, excluding the cases when laws of the Republic of Malta and/or the Contract on Services establish otherwise. The Company shall have the right to notify the Client of the changes which do not worsen the Client’s situation disregarding the time limits established above in this clause. The establishment of the Commission Fee for new Services shall not be treated as the worsening the Client’s situation.
    • The Client will be deemed to have accepted changes in the General Service Conditions as well as Special Service Conditions, Price List or Contract on Services unless the Client notifies in written form the Company that the Client does not accept them before the date of their proposed date of entry into force. In case the Client does not agree to amendments, the Client has the right to refuse from the Company Service(s) and terminate the relevant Contract on Services, notifying the Company thereof 14 (fourteen) days in advance and upon fulfilment of all Client’s obligations arising from the Contract on Services.
    • The Company may terminate the Contract on Services by notifying the Client about the termination in writing or using any other durable medium individually and/or by way of publishing no later than 60 (sixty) calendar days (if the Client is a legal person – 30 (thirty) calendar days) in advance, excluding the cases when laws of the Republic of Malta and/ or the relevant Contract on Services establish otherwise.
    • In case of suspicion of possible money laundering, terrorist financing, fraud or other criminal activity or if the Client violates the General Service Conditions, Special Service Conditions or Contract on Services, the Company has the right to terminate the Account Agreement or other Contract on Services immediately, without applying the above-mentioned notification periods. In this case, the Company reserves the right not to indicate the reasons for termination the Account Agreement or other Contract on Services.
    • Termination of the Contract on Services shall not exempt the Client from the due discharge of all obligations to the Company arising before the day of its termination.
11. CONFIDENTIALITY AND DATA PROTECTION
    • The Parties undertake to keep technical and commercial information of each other secret, except for publicly available information, which has become known to them while executing the Contract on Services, and not transfer it to third parties without a written consent from the other Party or its legal Representatives.
    • The Client agrees that the Company shall have the right to disclose the information received from the Client and other sources of information and all other information pertaining to the relationships between the Client and the Company in observance of below specified requirements and to the below specified persons:
      • a person and organization (such as a payment intermediary, correspondent bank, international card organization, ATM administrator, insurance provider, notary, surety and guarantee provider, pledgee, operator of trading venue and settlement system, translation, printing, communication and postal service provider, etc.) involved in the performance of the Contract on Services;
      • a payment service provider, including to SWIFT, involved in the fulfilment of financial transactions (payments, securities transactions, etc.);
      • a state registrar (such as the commercial register, population register, credit register, etc.) if it is necessary to verify the accuracy of relevant data and documents presented to the Company and ensure their timeliness, or a defaults registrar if the Client has failed to perform any financial obligation towards the Company duly;
      • the person providing services to the Company (such as an IT service provider, customer survey provider, legal adviser, etc.);
      • any other Group entity, in order to: a) assess the proficiency of the Client by using the collected personal and financial information; b) fulfil the requirements necessary for managing and mitigating risks, including for the application of the due diligence measures provided for in the money laundering and terrorist financing preventive measures; c) organise statistical researches and analyses of market shares and other financial indicators of customer groups, products and services; d) meet the prudential norms, including capital and liquidity requirements, applicable to the Company and Group, implementation of the principle of responsible lending etc.; e) communicate information about the Client related to the agreements concluded with the Company or any other Group entity; f) develop and implement the Company information systems;
      • local or foreign institutions in response to their inquiries, the purpose of which is to collect information about the Client in order to assess the Client’s reliability and prevent terrorist financing and money laundering;
      • a new creditor in the event that the right of claim is assigned to the new creditor or to the third person related to the assumption of the Contract on Services.
    • The Company shall not be bound by the conditions set out in previous clause and may disclose the information received from the Client and other sources of information as well as all other information pertaining to relationships between the Client and the Company to third parties without a separate approval or request from the Client, where such obligation or right of the Company is provided for in the General Service Conditions, Contract on Services and/or legal acts.
    • The Company is entitled to process the data of the Client, including collect, store, register, transfer, transmit, etc. and transfer and receive the Client’s data and other information from third parties, databases, accounting systems, and transfer data to other Group companies or the data processors. Main principles of protection of the Client’s (natural person’s) Personal Data are regulated by the Privacy Policy, which the Client may read on the Website and undertakes to observe.
    • After downloading the Company app, the Client may be requested to provide the access to Client’s phone contacts’ book. By accepting contact list sharing with the Company, the Client agrees:
      • to became visible to other the Company Clients who saved him/her as a contact in their phone book;
      • to allow the Company to disclose to other Clients that the Client has an account with the Company and, in case of Payment Order, – Client’s Payment Account number and other details;
      • to allow the Company to perform Payment Transactions to chosen by Client phone contacts (Clients) without entering their account numbers.
    • The Client agrees that her/his/it account number and Personal Data required for the Payment Transaction may be detected and displayed to another the Company Client who intends to make a payment to the Client if another the Company Client enters a confirmed identifier of the Client (e.g., phone number, name, surname, account number, etc.).
    • The Client grants the Company the right to undertake necessary measures, including but not limited to, submitting requests to third parties directly or via third parties in order to determine the identity of the Client and accuracy of other data submitted by the Client.
    • The Company has the right to record phone conversations with the Client. The Parties agree that phone conversations and messages transferred via mail, email and other telecommunication instruments may be deemed evidence when settling disputes between the Parties. The Company stores records of phone conversations and other correspondence for its own needs and does not provide them to the Client, except cases provided by law.
12. SETTLEMENT OF DISPUTES BETWEEN THE CLIENT AND THE COMPANY
    • The Company aims to settle all disputes with the Client amicably, promptly and on terms acceptable to both Parties, thus, in case of a dispute, Clients are encouraged to firstly address the Company directly. Disputes are solved by negotiation.
    • The Client, believing that the Company has violated the Client’s rights and/or interests protected by the laws related to the provision of Services and/or concluded Service on Contract, might refer to the Company by submitting a written complaint.
    • The Client may submit any claim or complaint regarding Services of the Company by sending a notification via email, post, or Profile.
    • The complaint shall contain a reference to circumstances and documents that served as a basis for the complaint. If the Client justifies his/her/its complaint with documents which the Company does not possess, the Client shall also submit such documents or their copies.
    • The Company undertakes to analyse the claim or complaint of the Client and inform the Client about the decision within 15 (fifteen) Business Days from the day of receipt, except where the legislation or other binding regulations related to the provision of Services of the Company (e.g., rules of international payment card organizations) provide for a different period of time. In exceptional situations, if the response cannot be provided within 15 (fifteen) Business Days for reasons beyond the control of the Company the reply term may not extended to 35 (thirty-five) Business Days.
    • If the Company is not able to provide an answer to the Client’s complaint within the time period specified above, the Company shall inform the Client about the reasons and indicate the time period in which the answer will be provided.
    • Analysis of the Client’s complaints by the Company is free of charge.
    • If the Client is not satisfied with the decision made by the Company, the Client has the right to use other legal remedies to protect his/her/its rights. For instance, the Client who is a Consumer has the right, within 1 (one) year of the day of applying to the Company, to submit a request to the out-of-court disputes settlement institution – Office of the Arbiter for Financial Services https://financialarbiter.org.mt/).
    • In case of failure to settle a dispute amicably or by other extrajudicial methods of dispute resolution, the dispute shall be settled by the courts following the procedure established by the laws of the Republic of Malta. A court shall be chosen according to the location of the Company office. If the Client is a Consumer, he/she has the right to appeal to consumer dispute settlement institutions under the procedure set by the legislation of the Republic of Malta.
    • The law of the Republic of Maltais applicable to pre-contractual relations, these General Service Conditions, Service Conditions, Price List, Account Agreements, and other Contracts on Services.
13. FORCE MAJEURE

• Neither Party will be liable for any delay or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is a result of any condition beyond its reasonable control (Force Majeure), including but not limited to, governmental action, the war, riots, hurricane, typhoon, acts of terrorism, earthquake, fire, flood, lightning, explosion strikes, lockouts, emergency state, pandemic or any other diseases as defined by the World Health Organization (WHO), prolonged shortage of energy supplies, and acts of state or governmental action prohibiting or impeding any party from performing its respective obligations under the Agreement or other acts of God, labour conditions, power failures, and Internet disturbances.

• If the above force majeure events last for more than 2 (two) months, either Party shall have the right to unilaterally terminate General Service Conditions any of Contracts on Services notifying the other Party of it.

• The burden of proof rests on the Party claiming that it is unable to fulfil its obligations due to the above force majeure events in order to prove the occurrence of such force majeure events, and said Party shall, within 5 (five) days, duly and in writing inform the other Party about the occurrence and cessation of such circumstances.

14. FINAL PROVISIONS
    • Each Party confirms that it possesses all permissions and licenses required under the applicable law for the execution of the Account Agreement and other Contracts on Services.
    • Titles of sections and articles of the General Service Conditions are intended solely for convenience of the Parties and may not be used for interpretation of the provisions of the General Service Conditions.
    • The Client does not have the right to assign its rights and obligations arising out of the Account Agreement or other Contract on Services to third parties without a prior written consent from the Company. The Company reserves the right to assign its rights and obligations arising out of the Account Agreement or other Contract on Services to third parties at any time without a consent from the Client if such transfer of rights and obligations does not contradict the legislation.
    • The Company is entitled to set off mutual claims with the Client, unless otherwise agreed between the Parties. The Company must notify the Client about the executed set-off pursuant to the Contract on Service or the legislation. The Client is not entitled to set off mutual claims with the Company, unless otherwise agreed between the Parties.
    • If any provision of the General Service Conditions becomes invalid, other provisions of the General Service Conditions shall remain in force.

PART II

SPECIAL SERVICE TERMS AND CONDITIONS

2.1. SPECIAL SERVICE CONDITIONS OF THE ACCOUNT AGREEMENT

All terms and definitions used in these Special Service Conditions of the Account Agreement (hereinafter referred to as the – “Special Service Conditions”) shall have the same meaning as in the General Service Conditions unless otherwise is determined in these Special Service Conditions.

In the situations that are not regulated by these Special Service Conditions the General Service Conditions shall apply.

1. PAYMENT ACCOUNT MAINTENANCE

• After the Client’s identification and KYC procedure are completed, the General Service Terms and these Special Service Conditions (in this section 2.1 – the “Account Agreement”) are accepted by the Client in the Company App or on the Website, the Client shall be deemed to have entered into the Account Agreement with the Company. The Payment Account is opened, and the Account Agreement is entered into for an indefinite period of time.
• Funds can be transferred to the Payment Account in different currencies, however, the default currency of the Payment Account is EUR into which the Company converts all currencies not specified by the Client as the permitted currencies at the end of the day at the Company’s exchange rate in force. Balances of principal currencies of the Payment Account and permitted currencies of the Payment Account are included in a Statement.
• The Payment Account may be used to deposit, transfer, and keep funds, as well as to receive money to the Payment Account, settle for goods and services, currency exchange and perform other the Company’s permitted transactions.
• Funds held on a Payment Account is considered Electronic Money which the Company issues after the Client transfers funds to the Payment Account. After the Client transfers funds to its Payment Account, the Company issues Electronic Money at the nominal value. The Electronic Money is credited to and held in the Payment Account.
• The specific method of transferring funds to the Payment Account is selected by the Client in the Profile by selecting the Top-up function, which contains instructions for depositing money for each method of the Payment Transaction.
• The nominal value of Electronic Money coincides with the value of funds transferred to the Payment Account.
• Electronic Money held in the Payment Account is not a deposit and is not insured with the state deposit insurance. The Company does not, in any circumstances, pay any interest for Electronic Money held in the Payment Account and does not provide any other benefits associated with the time period the Electronic Money is stored.
• At the request of the Client, Electronic Money held in the Payment Account shall be redeemed at their nominal value at any time, except for cases set forth in the Account Agreement when limitations are applied to the Payment Account.
• The Client submits a request for redemption of Electronic Money by generating a Payment Order to transfer the Electronic Money from Payment Account to any other account specified by the Client (with a payment service provider to which the Company can transfer money) or withdraw Electronic Money from Payment Account by other methods supported by the Company. The Company has the right to apply the limitations for the redemption of Electronic Money.
• No specific conditions for Electronic Money redemption that would differ from the standard conditions for transfers and other Payment Transactions performed on the Payment Account shall be applied. However, only a freely accessible amount of Electronic Money in a Payment Account can be redeemed/transferred.
• In the event of redemption of Electronic Money, the Client pays the usual Commission Fee for a Payment Transaction or Withdrawal which depends on the method of Payment Transaction/Withdrawal chosen by the Client.

2. USAGE OF THE PAYMENT ACCOUNT. CONSENT
   • The Client may manage the Payment Account and perform the Payment Transactions remotely:
     • via the Website by logging into the Client’s Profile;
     • via the Company App (for natural persons only).

2.2. Payment Orders from the Payment Account may be executed:

• to another Company Client;
• to accounts held with the Single European Payment Area (SEPA) payment system members;
• to SWIFT accounts if the Client is eligible for such Service;
• to accounts held with other payment service providers specified in the System.

• A Payment Transaction shall be deemed to be authorized if the Payer provides a Consent.
• The Consent of the Client (Payer) shall be submitted prior to execution of the Payment Order in accordance with the procedure established by the Company, except as provided in clause 2.12 of the Account Agreement. Pursuant to the provisions of the Account Agreement in some cases Consent may be given after execution of the relevant payment service.
• To initiate a payment via the Website, the Client shall fill a Payment Order via its Profile and submit it for execution, electronically confirming by the Authorization code.
• To initiate a payment by using the Company App, the Client shall fill a Payment Order via its Profile and submit it for execution, electronically confirming by the Passcode.
• Submission and electronic confirmation of the Payment Order in the System is the Consent of the Client to execute the Payment Transaction.
• If such service is supported by the Company, a written Consent on paper may be signed by the Client or a legal representative thereof.
• The Consent to execute the Payment Transaction may be given through the payment initiation service provider in accordance with the procedure set out by legal acts. In addition to the requirements established by legal acts, the submission, cancellation, and withdrawal of Payment Orders submitted through the payment initiation service provider may be subject to the requirements set out in the Service Conditions.
• When settlement is made using a payment card, in certain cases the Client (Payer) may also confirm the Consent by submitting the payment card’s particulars (e.g., forename and surname/name, payment card number, validity period, CVV/CVC code (digits on the back side of the payment card)) or certain actions performed by the Client according to the established sequential order (e.g., placing a payment card into a certain place, ordering a particular service or good), as offered at the places of payment or by giving the Consent in other manner specified in the conditions of provision of a particular payment service.
• The Consent which is confirmed using the means provided above shall be considered as duly confirmed by the Client (Payer) and shall be of equal legal value with a hard copy signed by such Client and shall be used as a means of proof when hearing the disputes between the Company and the Client before the courts and other institutions.
• To top-up the Payment Account using a payment card, the Client must provide payment card details in the Company App, and make sure that the data is correct before submitting it. This data provided by the Client is saved in the Company App and to perform a recurring Top-up from the payment card, the Client is not required to resubmit this information and the Consent given during the first Top-up shall also be deemed to have been given for recurring Top-ups. By using the Top-up service, the Client declares that the Client agrees to such functionality, i.e., that the recurring Top-ups with a payment card(s) shall be deemed to be authorized on the basis of the payment card details provided during the first Top-up. The Client confirms that this provision is clear and understandable, and the Client declares to the Company that the Client has not and will not have any claims and/or complaints in the future regarding the application of this provision.
• A Payment Order cannot be recalled after the Company receives it unless the Parties specifically agree otherwise.
• The Payment Order submitted by the Client shall comply with requirements and/or content set by the legislation or the Company. Payment Orders submitted by the Client shall be formulated clearly, and unambiguously, shall be executable and contain a clearly stated will of the Client. The Company assumes no liability for any incorrect Payment Orders submitted by the Client/Payer. If the Payment Order submitted by the Client does not contain enough data or contains deficiencies, the Company, regardless of the nature of deficiencies in the Payment Order, can refuse to execute such Payment Order or execute it in accordance with data given in the Payment Order.
• The Client is obliged to provide a Payment Order in accordance with the instructions specified in the System. In case the Client is the Payee, the Client is obliged to provide detailed and precise information to the Payer so that the Payment Order in all cases complies with the instructions of the System. Before sending a Payment Order for execution, the Client is required to check and update the Payment Order details.
• In addition to the obligation to indicate the account number (IBAN), the Company shall have the right to set additional requirements in respect of the provision of certain information (e.g., transfer amount, currency, Payee’s name, legal name, address, payment codes (such as S.W.I.F.T., BLZ, ABA, Sort Code), as well as other necessary information) that the Payer must provide for the Company to be able to execute the Payment Order. Requirements on information are given in the Payment Order form, this Account Agreement, Price List, the Company App or Website or by providing the Client with a separate notice concerning the submission of the required information.
• In case when it is still impossible to execute the Payment Order according to the indicated or corrected data, the funds are stored in the Company system until the Payer, Payee or their payment service provider will provide additional data allowing the Payment Transaction. Such funds may also be returned to the Payer under a written request of the Payer or by decision of the Company. In this case, the Commission Fee for returning the funds may be applied.
• In case of transfers to payment service providers not in SEPA countries and if the Company is indicated as a Payer, together with the Payment Order, the Payee is also provided with information, which, depending on technical capabilities, can be provided by one or more of the following methods:
  • detailed information about the Payer (Client) is given in the field of the primary Payer provided it is supported by the relevant payment system;
  • detailed information about the Payer (Client) is given in the field of payment purposes;
  • along with the payment the Payee is given a link to a Website where detailed information about the payment and the Payer is provided.
• Mandatory payment orders received from competent authorities (such as law enforcement bodies, bailiffs, State Tax Inspectorate, etc.) have precedence over other Payment Orders. Having received an instruction from competent authorities to seize the funds in the account or otherwise restrict the disposal thereof, the Company has the right, for the purpose of securing future Payment Orders, to start maintaining the Client account in the euro, if until then this has not been the currency in which the Payment Account was managed.
• In case the Payment Account’s balance is insufficient to execute the Payment Order, the Payment Order is not executed, however, the System will attempt executing the Payment Order, should the Client choose such option. If the Payment Account’s balance is insufficient in one currency, but there is a sufficient balance in another currency, the Payment Transaction shall not be executed until the Client converts the other currency to the currency of the payment, except for cases, when the Client has ordered an automatic currency exchange feature.
• In case when the Payment Account’s balance becomes negative as a result of the Payment Transaction initiated by the Client or related Commission Fees or Penalty Interest applied by the Company, the Client is obliged to reimburse the outstanding balance by topping up his Payment Account immediately.
• If the Payer submits an incorrect Payment Order or indicates incorrect data for the Payment Transaction, but the Payment Order has not yet been executed by the Company, the Payer may request to correct the Payment Order. In this case, the Commission Fee indicated in the Price List for the correction of the Payment Order may be applied.
• The Client, having noticed that money has been credited to its Payment Account by mistake or in other ways that have no legal basis, is obliged to notify the Company thereof. The Client has no right to dispose of money that does not belong to the Client (in such cases the Company has the right and the Client gives irrevocable consent to deduct the money from its Payment Account without the separate Client’s Authorization).
• If other payment service provider applies fees for transferring money from the Payment Account to the Client’s account with a payment service provider, as well as for transferring money from Client’s account with payment service provider to the Payment Account, the actual expenses shall be covered by the Client.
• Commission Fees for the Company Services are deducted from the Payment Account before the execution of the Payment Transaction or rendering of any Service by the Company. In case the amount of money on the Payment Account is less than the Commission Fee, the Payment Transaction may be not executed.
• The Company shall have no liability for non-execution of orders given to the Company if the Payment Accounts lack the required amount of funds.
• The Client and the Company have the right to set up or change limits on Payment Transactions. The Client may apply for it by completing an additional confirmation in the Client’s Profile in accordance with the procedure established by the Company.

3. EXECUTION OF THE PAYMENT ORDERS
   • Provided the Client is the Payer, the Payment Order is considered received by the Company (calculation of the time period of execution of such Payment Order starts) on the day of its receipt, or, if the moment of receipt of the Payment Order is not a Business Day, the Payment Order is considered received on the next Business Day of the Company.
   • If the Payment Order is received by the Company on a Business Day but not on business hours set by the Company, it is considered received on the next Business Day.
   • By agreement between the Client (Payer) and the Company, the execution of the Payment Order may commence on any specific day or at the end of a certain period or on the day when the Customer provides funds to the Company. In the cases established in this clause the Payment Order shall be deemed received at the Company on such agreed date. If the agreed date is non-Business Day, the Payment Order shall be deemed received on the following Business Day.
   • the Company shall ensure that from the moment of receipt of a Payment Order at the Company, the Payment Transaction funds are credited to the account of the Payee’s payment service provider within the following terms, unless other terms are indicated in the Price List or other the Company’s document:
     • Where Payment Order is executed in EUR and Payee’s service provider registered in the Republic of Malta or Member State on the same Business Day, provided that the Payment Order is received on Business Day by 12 p.m. Where the Payment Order is received on Business Day after 12 p.m. – not later than on the following Business Day. The terms specified in this clause may be prolonged by 1 (one) Business Day if with the consent of the Company the Payment Transaction is initiated on the basis of a paper document (if such service is supported by the Company);
     • If the Payment Transaction is executed within the Republic of Malta or funds are transferred to another Member State in a currency other than EUR and the Client is the Payer, the Company shall undertake to ensure that the Payment Transaction amount is credited to the account of the Payee’s payment service provider not later than within 4 (four) Business Days from the moment of receipt of a Payment Order at the Company;
     • If Payment Transaction is executed in the currency of a Foreign country or in the currency of the Member State and payment is made to Foreign country, and if the Client is the Payer, the Company does not set a time limit for the crediting of the account of the Payee‘s payment service provider;
     • If the Client is the Payee the Company shall ensure the possibility for the Client to use the Payment Transaction amount in the Payment Account immediately after such amount is credited to the Company’s account and after the Company has received the entire relevant information required for this purpose. In those cases when the Client is the Payee and the Company has provided the possibility for the Client to use the Payment Transaction funds in advance, although the funds have not been credited to the Company’s account yet, the Company shall be entitled to debit the credited funds if the funds were not credited to the Company’s account on the following Business Day. In case the funds in the Client’s account are not sufficient to debit the credited amount, the Client shall, immediately after the Company’s first request, repay the credited amount;
     • If the Client is the Payee, the Company shall undertake to ensure that the Payment Order initiated by the Client or through the Client is transferred to the payer’s payment service provider within the term agreed by the Client and the Company;
     • When cash is deposited to the Payment Account in the currency of the Payment Account, the Company shall guarantee access to such funds no later than on the next Business Day after receipt of the funds and if the Client is a Consumer – as soon as the funds are received. When cash is deposited to the Payment Account not in the currency of the Payment Account, the Company may establish a longer time limit after expiration which the Client may dispose such cash deposited to the Payment Account;
     • The duration of execution of any other payment services shall be defined under Contract on Services, Service Conditions, the Price List, or other documents.
   • When executing Payment Transactions in the currencies of Foreign countries or in the currencies of the Member States to Foreign countries, the Company shall not be liable for mistakes made by the mediator and/or the Payee’s payment services provider, and/or for overdue terms for executing a Payment Order, and/or for nonexecution/improper execution of a Payment Order through the fault of the mediator and/or the Payee’s payment services provider.
   • The time limits for execution of Payment Orders can be changed due to regular monitoring of the business relations performed by the Company or by its correspondent banks as required in the Law on the Prevention of Money Laundering and Terrorist Financing and/or the Law on the Implementation of Economic and Other International Sanctions of the Republic of Malta.
   • The Company reserves the right to store information about any Payment Order submitted, as well as recording and storing information about any Payment Transactions executed. Records mentioned in this clause shall serve as evidence confirming the submission of Payment Orders and/or executed Payment Transactions for the Client and/or third parties, who have the right to receive such data under the basis established by the legislation.
   • The Company has the right but not an obligation to refrain from execution of a Payment Order in case of a reasonable doubt whether the Payment Order has been submitted by the Client or its Representative, and/or whether the Payment Order or the submitted documents are legitimate. In such cases, the Company has the right to demand that the Client additionally confirms the submitted Payment Order and/ or submits documents confirming the rights of persons to manage the funds held in the Payment Account or other documents indicated by the Company in a way acceptable to the Company at the expense of the Client. In cases mentioned in this clause, the Company acts with the aim to protect the legal interests of the Client, the Company and/or other persons, thus the Company does not undertake the responsibility for losses which may arise due to refusal to execute the submitted Payment Order.
   • Before executing the Payment Order submitted by the Client, the Company has the right to request from the Client a proof (including documentary evidence) of documents which prove the legal source of funds or purpose related to the Payment Order. In case the Client does not submit such documents or the Company has doubts in its veracity, the Company has the right to refuse to execute the Payment Order.
   • The Company has the right to involve third parties to partially or fully execute the Payment Order if the Client’s interests and/or the essence of the Payment Order require so. In the event that the essence of the Payment Order of the Client requires sending and executing the Payment Order further by another financial institution, but this institution suspends the Payment Order, the Company is not responsible for such actions of the financial institution but makes attempts to find out the reasons for the suspension of the Payment Order.
   • If the money transferred by the Payment Order is returned due to reasons beyond the control of the Company (inaccurate data of the Payment Order, the account of the Payee is closed, etc.), the returned amount is credited to the Payment Account. Commission Fees paid by the Payer for the Payment Order execution are not returned, and other fees related to returning of money and applied to the Company can be deducted from the Payment Account.
   • Payment Orders initiated by the Client via the Website may be standard and urgent. The manner of the Payment is selected by the Client. If the Client does not select the payment manner, it is considered that the Client has initiated a standard Payment Order.
4. INFORMATION PROVIDED TO THE CLIENT ON PAYMENT TRANSACTIONS
   • Before starting the execution of the Payment Transaction initiated by the Client (Payer), at the request of such Client the Company must provide to the Client the information about the maximum time of execution of such Payment Transaction, the Commission Fee due and the manner in which the amount of the Commission Fee is unbundled. The Client may get familiarised with the aforementioned information on the Website.
   • The Company shall provide in the Statement to the Client (Payer) the following information related to payment services provided by the Company and about the amounts of Payment Transactions debited from the Payment Account:
     • the information enabling the Client (Payer) to identify each Payment Transaction and the Payee related information;
     • the Payment Transaction amount in the currency in which such amount is debited from the Payment Account, or in the currency specified in the Payment Order;
     • the amount of the Commission Fee for the Payment Transaction (where more than one Commission Fee applies to the same Payment Transaction, all the fees will be shown separately), or interest paid by the Client (Payer) for such Payment Transaction;
     • the currency exchange rate applied by the Company and the Payment Transaction amount after exchange of currency, if the execution of the Payment Transaction involved the exchange of currency;
     • the date of debiting the Payment Account.
   • The Company shall provide in the Statement to the Client (Payee) the following information about the amounts of Payment Transactions credited to the Payment Account:
     • the information enabling the Customer (Payee) to identify the Payment Transaction and the Payer as well as the details of the Payment Order transmitted alongside the Payment Transaction;
     • the Payment Transaction amount in the currency in which the amount is credited to the Payment Account;
     • the amount of the Commission Fee for the Payment Transaction (where more than one Commission Fee applies to the same Payment Transaction, all the fees will be shown separately), or interest paid by the Client (Payee) for such Payment Transaction;
     • the currency exchange rate applied by the Company and the Payment Transaction amount prior to currency exchange, if the execution of the Payment Transaction involved the exchange of currency;
     • Payment Account crediting date.
   • The Client may obtain the Statement by reviewing and/or saving and/or printing it after logging into the Client’s Profile in the Company App or Website.
   • Where the Client, who is a Consumer, requests to terminate the Account Agreement, the Company shall issue to such Client free of charge in writing or using any other durable medium selected by the Company the Statement containing information on Payment Transactions executed in such Payment Account within the last 36 (thirty-six) months, and where less than 36 (thirty-six) months have elapsed after the day of the conclusion of the Account Agreement, during all such period. The Statement shall be issued in the following manner: the Client must himself/herself save and/or print the Statement before the termination of the Account Agreement, and this shall be considered to be the appropriate manner of issue of the Statement.
5. LIABILITY OF THE COMPANY FOR THE PROPER EXECUTION OF PAYMENT TRANSACTIONS

• The Company shall credit the funds to and debit them from the Payment Account according to the unique identifier specified in the Payment Order, i.e., account number (IBAN). If the Payment Order is executed in accordance with account number stated in the Payment Order, it must deem to have been duly executed.
• The Company shall have the right to transfer funds to the Payee or credit Payee’s Payment Account based solely on the Payee’s account number specified in the Payment Order even if the Payee’s name (including first name and surname) in the Payment Order does not match the indicated account number. The Company shall have the right but not an obligation to check whether the Payee’s account number given in the Payment Order matches the Payee’s name specified in the Payment Order. If the Company performs the above referred check (e.g., for the purposes of prevention of money laundering and/or terrorist financing risk and/or fraud etc.) the Company reserves the right not to execute a Payment Order if it has well-grounded doubts as to correspondence between the name of the Payee and the Payee’s account number contained in the Payment Order.
• Where the account number specified by the Payer is incorrect, the Company shall not be held liable for non-execution or incorrect execution of the Payment Transaction but must take all possible measures to trace such Payment Transaction and seek the recovery of all funds of such Payment Transaction. The Company shall have the right to transmit to the payment service provider of the Payer all information necessary to trace the Payment Transaction and to recover the funds, and where the recovery of the funds is impossible, the Company shall provide to the Payer, upon submission of the latter’s request in writing or using other durable medium, the available information which, in the opinion of the Company, is necessary for the Payer for invoking legal measures to recover the funds.
• Where the Payment Order is initiated directly by the Payer, the Payer’s payment service provider shall be held liable to the Payer for the correct execution of the Payment Transaction. Where the Payer’s payment service provider knows and can confirm to the Payer and to the Payee’s payment service provider that the Payee’s payment services provider received the amount of the Payment Transaction, the Payee’s payment service provider shall be responsible to the Payee for the correct execution of the Payment Transaction and must ensure that the Payer does not incur any losses because of interest payable or receivable from Payer.
• Where the Company as the payment service provider of the Client (Payer) becomes liable under clause 5.4 of the Special Service Conditions, the Company shall immediately refund to the Client (Payer) the amount of the non-executed or incorrectly executed Payment Transaction or shall restore the balance of the Payment Account from which such amount was debited, which would have remained if such incorrect Payment Transaction would not have been executed.
• Where the Company as the payment service provider of the Client (Payee) becomes liable under clause 5.4 of the Special Service Conditions, the Company shall immediately credit the Payment Transaction amount to the Payment Account of the Client (Payee) and/or shall make such amount available to the Client (Payee). Where the Company receives the Payment Transaction amount intended for the Client (Payee) and cannot credit that amount to the Payment Account of the Client (Payee), the Company shall immediately, no later than within 2 (two) Business Days, return the Payment Transaction amount to the Payer.
• Where, upon initiation of a Payment Order by the Client, the Payment Transaction is not executed or is executed incorrectly, the Company, at the request of such Client, must immediately and free of charge take measures to trace the Payment Transaction and notify the Client of the results of its search.
• The Company shall indemnify to the Client the full Commission Fee and interest due from the Client because of the non-execution or incorrect execution of the Payment Transaction through the Company’s fault and shall ensure that the Client does not incur losses because of interest receivable from the Company.
• Provisions of clauses 5.4 – 5.8 of these Special Service Conditions shall apply when the Client is a Consumer, and the Payment Transaction is executed to or from a Member State. Otherwise, i.e., when the Client is not a Consumer and/or a respective Payment Transaction is executed in any currency to or from a Foreign Country, the Company shall be held liable for the incorrect execution of the Payment Transaction only when the Payment Transaction is incorrectly executed through the fault of the Company and shall not be held liable for mistakes made by third parties.
• The Company shall not be held liable for additional costs or indirect losses (lost income, profit, etc.) incurred by the Client and related to non-executed or incorrectly executed Payment Transaction. The Company shall be held liable only for the direct losses of the Client arising through the fault of the Company.
• The Company shall not be held liable for mutual claims of the Payee and the Payer and shall not settle such claims. The Client may lodge to the Company only such claims which are related to the non-fulfilment or inadequate fulfilment of the Company’s obligations.

6. CONDITIONS OF REFUNDING TO THE PAYER OF AMOUNTS OF PAYMENT TRANSACTIONS INITIATED BY OR THROUGH THE PAYEE

• The Client (Payer) shall have the right to recover the full amount of the authorised and already executed Payment Transaction initiated by or through the Payee (hereinafter these Payment Transactions referred to in this paragraph – Transactions) and the Payer shall not incur losses because of interest payable to or receivable from the Company, provided that both of the following conditions are met:
  • when authorising a Transaction its precise amount is not specified;
  • the Transaction amount exceeds the amount which could have been reasonably expected by the Client (Payer) considering his previous expenditure, terms and conditions of the Contract on Services and other circumstances, except for the circumstances relating to the exchange of currency, when upon executing a Transaction the currency exchange agreed between the Client and the Company (e.g., the Reference Exchange Rate) was applied. If, upon giving the consent to execute the Transaction, the Client indicates the maximum permissible amount of such Transactions (one Transaction or several such Transactions executed over a certain period), it shall be considered that such particular maximum amount of the Transactions could have been reasonably expected by the Client;
  • at the request of the Company, the Client must immediately provide information about the existence of the conditions specified in clauses 6.1.1 – 6.1.2 of the Special Service Conditions.
• The Client (Payer) shall not be entitled to the refund of amounts of Transaction initiated by or through the Payee under clause 6.1 of the Special Service Conditions, if the Client (Payer) has given consent directly to the Company and the Company or the Payee has furnished the Client (Payer) in the agreed manner with the information about the future Payment Transaction or created conditions to get familiarised with it at least four weeks before the planned execution of the Transaction.
• The Client (Payer) shall have the right to ask the Company to refund the amount of the Transaction initiated by or through the Payee within 8 (eight) weeks of the day on which the funds were debited from the Payment Account.
• Upon receipt of the request of the Client (Payer) to refund the Transaction amount, the Company shall refund the full amount within 10 (ten) Business Days or shall state the reasons for its refusal to refund such amount and the procedure of appealing against the refusal. The Company shall have the right to refund the amount of the Transaction to the Payer without investigating the conditions provided for in clause 6.1 of the Special Service Conditions and the fact of the existence of the circumstances and to take into consideration only the respective request of the Payer. If the Transaction amount is refunded to the Payer, the Commission Fees paid to the Company and related to the execution of such Transaction shall not be refunded.
• Where, in the case indicated in clause 6.1 of the Special Service Conditions, the Payee is a Client, such Client, on request of the Company, must immediately furnish the Company with the documents and information specified thereby pertaining to the Transactions. When the Transaction amount is refunded by the Company to the Payer, the Payee (Client) of such Transaction amount must immediately return to the Company the amount of the aforementioned Transaction and agree with the debiting of the funds of such Transaction from Payee’s Payment Accounts.
• The Client (Payer), who is not a Consumer, shall not be subject to the provisions of clauses 6.1 – 6.5 of the Special Service Conditions and shall not be eligible to recover the Transaction amount.
• The Company shall inform the Client about the suspected or actual fraud committed by other parties or about threats to the security of payment services by publishing a notification in the Website, or by phone, the Company App message or in another manner that is safe at that time and is best suited to the existing situation.

7. MASS PAYOUTS SERVICE (APPLICABLE TO BUSINESS CUSTOMERS)
   • At the Client’s request to use the Mass Payments (hereinafter – Mass Payouts) service the Company shall provide the Client with access to the payment processing services offered by the Company to facilitate the disbursement of international and national transfers in bulk payments.
   • Mass Payout is a method of paying multiple recipients online simultaneously, i.e. instead of typing each recipient’s Payment Order information as a separate Payment Order, the Client may use a Mass Payout application programming interface (API) supported by the Company. Using the API, the Client can also find out the Payment Account balance and receive a Payment Account Statement.
   • Mass Payouts are not initiated and confirmed via standard internet bank interface (Website). In case of Mass Payouts secure connection will be established by exchanging between the Parties set of public and private keys and other credentials required to enable the Client to execute the API requests.
   • Before the Company starts providing the Mass Payouts service, the Parties must perform the technical integration works specified by the Company. Client is entitled to receive technical support during technical integration and ask questions as needed. Once technical integration is done it is considered that Client has started to use the Mass Payouts service.
   • The Client shall reimburse the Company the Commission Fees for using Mass Payouts service. Each Payment Transaction entered into the API system is charged separately according to the standard payment tariffs set in the Price List.
   • The Client is responsible for the accuracy and completeness of the information provided to the Company as part of the Mass Payouts services. The Client shall ensure that only authorized representatives are involved in giving Payment Orders via API. Accordingly, the Company shall be entitled to treat each Mass Payout received as duly authorized by the Client.
   • A Mass Payout shall be deemed to be authorized by the Client (i.e. the Client’s Consent is given) when the Client fills in the Mass Payout data using the API and transmits it to the Company for further processing.
   • The Company points out that the Mass Payouts service is not subject to single Payment Transaction limits. By ordering the Mass Payouts service, the Client confirms that the absence of single Payment Transaction limits is acceptable to the Client and the Client assumes the associated risks. Further, Client understands and confirms that rolling transaction limits will be applied for transaction executed via API using the limits established during Client onboarding.
   • The Company will process a Mass Payout only insofar as sufficient funds are available in the Payment Account. Should the aggregate amount required to process a Mass Payout exceed the funds available in the Payment Account, the Mass Payout will be suspended until the Payment Account has been credited with funds equal to or exceeding the pending disbursement(s).
   • The Company has no reasonable control over intermediary charges and cannot be held accountable for added cost and exchange internationally, SWIFT etc.
   • The Client may raise an inquiry to the Company via chat, email (compliance@kartiera.eu) or dedicated sales manager. Once the issue has been investigated and where possible corrected, the support service team will contact the Client to ensure it is satisfied with the solution to the issue.
   • If certain matters of Payment Transactions executed using Mass Payouts service are not settled in this section, the provisions of the General Terms and Conditions shall apply.
8. TERMINATION OF THE ACCOUNT AGREEMENT
   • The Company shall have the right to close the Payment Account and, accordingly, terminate the Account Agreement upon receipt of a written request from the Client, if the Client has fulfilled all obligations.
   • The Company shall have a right to close the Payment Account and, accordingly, terminate the Account Agreement, without any prior notice to the Client thereof if the Client has not performed any operations in the Payment Account for more than 12 (twelve) months and the Payment Account balance is not positive or is equal to 0 (zero).
   • The Client has the right to terminate the Account Agreement unilaterally by notifying the Company thereof in writing (using communications options in Profile or via email using secure electronic signature) 30 (thirty) calendar days in advance. The Company has the right (but not the obligation) to fulfil the Client’s request to terminate the Account Agreement before the expiry of the said 30 (thirty) calendar days term.
   • After termination of the Account Agreement, the Company terminates the provision of payment services to the Client and deactivates the Profile. Funds held on the Payment Account shall be transferred to the payment account opened with another payment service provider indicated by the Client. If the Client does not specify such an account, the funds shall be transferred to the internal account of the Company until further instructions from the Client. The Company has the right to deduct from the funds the amounts that belong to the Company (Commission Fees and expenses payable by the Client, including but not limited to, fines and damages incurred by the Company due to a breach of the Account Agreement committed by the Client; other amounts imposed by international payment card organizations, other financial and/or state institutions). In the event of a dispute between the Company and the Client, the Company has the right to detain money under dispute until the dispute is resolved.

• DEBIT CARD ISSUINGSPECIAL TERMS AND CONDITIONS

All terms and definitions used in these Debit Card Issuing Special Terms and Conditions (hereinafter referred to as the – “Special Service Conditions”) shall have the same meaning as in the General Service Conditions unless otherwise is determined in Section 1 of these Special Service Conditions.

In the situations that are not regulated by these Special Service Conditions the General Service Conditions shall apply.

1. TERMS AND DEFINITIONS

3D Secure	an additional security layer for online Card transactions
Application	the application submitted by the Client to the Company to issue the Card, stating, among others, the postal address for delivery of the Card as well as containing the Client’s identification information
ATM	an automatic teller machine or cashpoint facility or cash dispenser or cash machine, where the Client may obtain information about the Card’s account or withdraw the funds from it
Card	a debit card provided and supported by the Company
Cardholder	named holder and Client’s authorised user of the Card. The Cardholder and the Client may be the same person or two different persons
Merchant	a retailer or any other person that accepts payment cards which display a Mastercard acceptance mark
OTP	One-time password

2. ENTERING INTO THE AGREEMENT
   • Upon Client’s approval of the Special Service Conditions by ticking the appropriate box in the App or on the Website, the Client shall be deemed to have entered into an Agreement with the Company. The Agreement is concluded for an indefinite period. By entering into the Agreement, the Client confirms to have read, understood, and agreed to comply with the Agreement, including these Special Service Conditions, General Service Conditions, Price List and Privacy Policy.
   • The Company reserves the right to refuse to enter into an Agreement with the Client without explaining the reasons for the refusal.
3. CARD
   • The Card is an electronic money (“e-money”) product issued by the Company upon Application of the Client, used for payments and cash withdrawals in both physical (so-called “Card Present Transactions”) and non-physical (so-called “Card-Not-Present Transactions”) locations. A card as a virtual card is designed for use in non-physical locations (e.g., on the Internet).
   • The Card can be issued either as a reloadable or non-reloadable Card. Non-reloadable Card is a Card with a specific predetermined amount. No additional funds can be uploaded to the non-reloadable Card.
   • The Card can be issued in a particular design confirmed by the payment scheme – Mastercard.
   • The Card is a debit card.
4. CARD ISSUANCE
   • The Card is issued upon the Client’s Application, subject to the sole and absolute discretion of the Company. The Company may reject the Application and not issue the Card without providing reasons for it. A Cardholder must be at least 18 years old. The Company is not obliged to indicate the reasons for the refusal to issue the Card, except when the refusal occurred in connection with obtaining information from a specific Company database or data set when the Company is obliged to provide the Client with information about the results of this check and indicate the database in which this check was made.
   • For the purpose of the completion of the Application and issue of the Card, the Client and Cardholder shall provide, verify and confirm his/her/its data and contact details to the Company; to do so, the Client and Cardholder shall provide the required data and information designated in electronic form either via App or via Website.
   • The Client’s Application shall contain all obligatory information as stated as such from time to time by the Company, including a mobile phone number with country code and email address of the Client/Cardholder.
   • Submission of the Application, including all necessary data, in the Company system shall be the Client’s and Cardholder’s responsibility. The Client is under a duty to ensure that the Application, including contained data, is correct and complete, and is in a format that is readable and can be processed by the Company system for the performance of the Company’s obligations hereunder.
   • The Client shall bear sole, full, comprehensive, and absolute responsibility for the ordering of the Cards, subsequent issuance of the Cards and all and any related consequences of any nature and type, including, but not limited to:
     • usage (including non-authorised access and usage) of the interfaces for ordering the Cards (Mobile/Internet bank, software and procedures for ordering the Cards);
     • any faults, errors, discrepancies, complaints, security breaches and any other actions, risks, circumstances, issues, and matters associated with or linked to the Card Account and/or the Cards through no fault of the Company.
   • The Company reserves the right to temporarily restrict the availability of the systems and procedures for the order and issue of the Cards, either in whole or in part, to a customary and reasonable extent if important reasons make such a restriction necessary. Such important reasons include inter alia, but without limitation, necessary maintenance work, necessary adaptations, changes required by the payment card schemes (e.g., Mastercard), and additions to the underlying software applications, measures to locate and rectify malfunctions and to ensure the integrity of the systems and procedures, as well as restrictions due to some specific risks. If possible, the Company shall notify the Client of such planned restrictions.
   • The Company shall not be liable for any faults that occur because of telecommunication or internet connection. The Company shall not be liable for any failure or disruption in the technical infrastructure outside its sphere of responsibility, in particular not for the proper functioning of the technical transmission procedure, devices, routes and other technical equipment, which the Client uses to connect and exchange data with the Company.
   • The Company is not liable for the loss of the Application or its part and/or contained data or for other malfunctions or damage to the extent such events are due to the fact that the Client failed to observe the Company’s instructions, including security requirements, for the purpose of the order and issue of the Cards.
5. CARD ACTIVATION
   • The Cardholder receives the Card in the form of a plastic card or a data set (virtual Card).
   • Upon actual receipt of the plastic Card the Cardholder will need to activate using the App interface by entering the Card’s 4 last digits of the Card number. The Card will be activated automatically. No additional actions are required.
   • A virtual Card is automatically activated once it is issued onto the App.
   • If the Card is not activated, any attempted Transaction may be declined.
6. CARD EXPIRATION
   • The Card will expire on its expiry date and will cease to work and function. The Cardholder is not entitled to use the Card upon its expiry.
   • Expiry date is the last date when the Card will work; the last date represents the last day of a respective month of a respective year that is printed on the Card (in case of a plastic Card) or listed on the App (in case of a virtual Card).
   • Funds will not be accessible via the Card following its expiry date. Notwithstanding the expiry date, the funds are available for redemption in accordance with the procedure established by the Company.
7. CARD RENEWAL
   • In case of an expired Card, a renewed Card may be issued. However, the Company is not obliged to renew the Card and the Company, at its sole and absolute discretion, may elect not to renew the Card without providing reasons for it.
   • In case of renewal, the balance of the previous Card will be transferred to the new Card.

8. LOADING RELOADABLE CARD

• In case the Card is reloadable, additional funds (e-money) can be loaded onto it by the Company or by the Cardholder.
• Once the Company has actually received the funds to be loaded on the Card, the funds will be available for use without delay.

9. USAGE OF CARD

• The Cardholder may use the Card worldwide wherever Mastercard cards are accepted.
• The Card may be used, and the Card Transactions may be made only by the Cardholder.
• The Cardholder is prohibited from allowing any other person to use the Card, for example by disclosing the PIN or allowing any other person to use the Card data or 3D Secure parameter to make payments or purchases.
• Prior to use, the plastic Card should be signed by the Cardholder on the signature strip located on the back of the Card.
• The Cardholder is responsible for all and any transactions, cash withdrawals, fees and charges incurred by the Card transactions and all related consequences.
• The Card may not be used for any illegal action, including, but not limited to, the payment for the goods or services that according to applicable law require a special permit to buy them unless such permit has been received.
• The Cardholder may use the Card for Transactions at the Merchants up to the amount of the available balance. In case the available balance is not sufficient to pay for the Transaction, some Merchants may not permit the Cardholder to combine the use of the Card with another payment method.
• The plastic Card can be used to make cash withdrawals from ATMs and cashiers that agree to provide this service (subject to possible restrictions for the withdrawal at a particular ATM or cashier and any maximum amount set by a relevant ATM operator or cashier) up to the amount of the available balance for the transaction.
• Like with any payment card, the Company cannot and does not guarantee that the Card will be accepted by any Merchant and/or processed by an acquirer.
• The Cardholder must ensure that the Card has sufficient balance to make a Transaction by checking the App.
• The Cardholder’s ability to use or access the Card may occasionally be interrupted, for example, if the Company needs to carry out maintenance on the Company’s systems, in which case the Company, if possible, notifies the Client in advance, or due to force-majeure circumstances or events beyond a control of the Company.

10. AUTHORISATION OF TRANSACTIONS 

• If the PIN or 3D Secure parameter is necessary for the Transaction, the Cardholder’s consent (authorisation) shall be deemed to be given only upon the entry of the PIN or 3D Secure parameter.
• Subject to the features of a particular Card, the authorisation of the Transaction can include the authorisation of any single Transaction, a series or recurring Transactions (including Transactions for an indefinite period) or pre-authorising future Transactions of a certain or uncertain amount.
• It shall be deemed and assumed that the Transaction has been authorised by the Cardholder where either:
  • In the case of “Card Present transaction”, the Card was presented to a contactless reader or inserted into a chip & PIN device;
  • In case of the Internet or other “Card-Not-Present” (Non-Face-To-Face) Transaction, necessary Card data has been provided to the Merchant that allows the processing of the Transaction, including 3D Security parameters.
• Normally, the Company will receive notification of the Card authorisation by way of an electronic message in line with the rules and procedures of Mastercard. Once the Company has received notification of the authorisation to proceed with the Transaction, the Transaction cannot be stopped or revoked. However, the Cardholder may in certain circumstances be entitled to a refund.
• Upon authorisation of the Transaction the Company reserves funds on the Card for this Card Transaction simultaneously reducing the available balance. After the receipt of confirmation for this Transaction, the Transaction amount is subtracted from the Card account. If the Company does not receive the Transaction confirmation from the respective institution within 30 (thirty) calendar days after the Transaction, the reserved funds become available on the Card.
• Under normal circumstances, if any payment is attempted and it exceeds the available funds on the Card and/or the Card is blocked, the Transaction will be declined.
• The Company is entitled to restrict or suspend the use of the Card or refuse authorisation of any Transaction which is in breach or could breach these Special Service Conditions, damage or threaten to damage Mastercard’s reputation or any of its marks, or if the Company reasonably suspects that the Client/Cardholder and/or a third party have committed or are planning to commit fraud or any other illegal or unpermitted use of the Card and associated services, or in the event of exceptional circumstances which prohibit the normal operation of the Card or due other justifiable reasons.
• The Company may reject the Transaction if there are security concerns with respect to the Card or if the Company suspects the Card is being used in an unauthorised or fraudulent manner. The transaction may also be rejected because of errors, failures (whether mechanical or otherwise), refusals of Merchants, payment processors or payment schemes processing, or for other reasons set forth in the General Service Conditions and legislation. The Company may also block authorisation requests from certain Merchants at its absolute discretion.
• The Company may refuse to execute the Transaction submitted by the Client or to apply restrictions on such Transaction, where this is necessary because of the requirements of a correspondent bank, relevant public authorities or the payee’s payment service provider, or where the payment is directly or indirectly connected with persons who are subject to the sanctions and/or other sanctions, including sanctioned banks.
• The Client is fully responsible for the authorised Transaction made using the Card, except in cases provided in the Agreement.

11. CURRENCY CONVERSION

• The Card is denominated in one currency only. The default currency is the EUR.
• In case the Card is used for the Transaction in other currency than the currency in which the Card is denominated, the Card shall nevertheless be debited in the denominated currency of the Card.
• In case the Transaction currency differs from the Card currency, the current Mastercard currency exchange rate is applied adding the commission charged by the Company.
• Changes in exchange rates may be applied without prior notice, provided that: (i) they are more favourable to the Client or (ii) they result from changes in the reference exchange rates as provided for in the Agreement.

12. LIMITS

• Various limits may be set, including, but not limited to daily cash withdrawal Transactions, the amount spent, and the number of Transactions the Cardholder can perform, the number of times the Card can be reloaded in a day, and load limits, as well as other limits.
• For compliance with laws and regulations related to money laundering, financing of terrorism, international tax reporting and scheme rules, the Company has imposed certain thresholds and limits on certain activities. Some of these limits may be raised by providing additional documentation and/or information. These thresholds and limits are applied to the amount of funds that can be added to the Card account, that can be spent, and that can be withdrawn. The Company applies daily, weekly, monthly, and annual limits.
• Limits can be found in the Price List.
• Besides, the Company may restrict Transactions, considering various risks, including individual usage patterns and payment risk profiles, anti-money laundering and counter-terrorist financing and anti-fraud considerations and rules of Mastercard. The Company reserves the right to apply and change particular payment restrictions without any notice in urgent cases.

13. PIN (PERSONAL IDENTIFICATION NUMBER)
    • In the case of a plastic Card, the Cardholder will be provided with a PIN for his/her plastic Card.
    • If the PIN was entered incorrectly three times in succession, the plastic Card will be blocked. In such case, the Cardholder shall contact the Company.
    • The Cardholder can view the PIN using the App.
    • PIN is recorded in the Card during the first Card Transaction, which requires PIN; in order to ensure such recording, the Cardholder, for example, may choose to perform a balance enquiry Transaction in an ATM, which accepts Mastercard cards.
14. FEES
    • Card and related services are subject to the fees determined by the Company.
    • The Client shall pay the fees as per the applicable Price List.
    • The Price List and Fee information document are published on the Website and upon the Client’s request may be provided on a durable medium.
    • Transactions may also be subject to fees, rules and regulations of an ATM operator, a payment terminal operator, a cashier, a bank, other payment service provider etc.
    • Value of each Transaction, including any applicable and related fees and charges and currency exchanges, will be deducted from the Card account balance.
    • It is the responsibility of the Cardholder and Client to check the applicable Price List before applying for and using the Card and before performing each Transaction.
    • The Company may unilaterally provide and cancel any discount, as well as any special (non-standard) fee, charge, and rate.
    • The Company at its absolute discretion may set forth additional fees for services that are not included in the Price List but were requested by the Cardholder in a particular case and such fees are due immediately from the Cardholder.
    • Should taxes, duties or similar deductions be levied on the fees and charges, the Company is entitled to withhold such payments from the Card immediately, with the fees being increased accordingly.
15. INFORMATION ABOUT TRANSACTIONS AND BALANCES
    • 3D Secure transactions are validated via OTP sent to the Client-provided phone number in the Application.
    • Client/Cardholder may check the balance available on the Card account and Transactions in the App (in case the Cardholder is connected to the Internet).
    • Client/Cardholder is obliged to regularly control the use of funds on the Card and monitor the Card’s balance.
16. DELIVERY OF CARDS
    • Cards are delivered in accordance with the address indicated in the Application by the Cardholder.
    • In the case of Virtual Cards, the Cards data (e.g., PAN, CVC2, expiry date) is shown in the App.
17. APP
    • Cardholder may control and manage the Card and related matters remotely through the App:
      • To activate the Card;
      • To block the Card;
      • To control balances and Transactions;
      • To communicate with the Company;
      • To receive information from the Company;
      • To conduct any other activity supported and permitted by the App.
    • Available functionality of the App is determined exclusively by the Company. The Company may change, suspend, and restrict functionality from time to time without any notice.
    • The Cardholder shall comply with reasonable safety rules and procedures as normally expected from a prudent user, as well as safety rules and procedures determined by the Company regarding the App.
    • Any communication to the Cardholder via the App will be treated as having been received as soon as it is sent by the Company.
18. CONTACT DETAILS
    • The Client/Cardholder shall let the Company know as soon as possible about his/her/its change of name, address, email address or mobile phone number.
    • The Company uses the most recent contact details, particularly email and mobile phone number, in order to provide its services, as well as to communicate with and notify the Client/Cardholder.
    • Any email and SMS to the Client/Cardholder will be treated as having been received as soon as it is sent by the Company. The Company will not be liable to the Client/Cardholder if the Client’s/Cardholder’s contact details have changed, and the Client/Cardholder has not notified the Company.
19. KEEPING CARD AND ITS DATA SAFE
    • Having received the Card, the Cardholder must:
      • use the Card in observance of conditions regulating the issuance and use of the Card as specified in the Agreement and these Special Service Conditions;
      • having found out that the Card has been stolen or lost in any other matter, suspecting, or obtaining information about illegal acquisition of the Card or unauthorised use thereof as well as about the facts or suspicions that personalised security data of the Card have become known or might be used by third parties, promptly notify the Company;
      • take all actions (including those specified in the Agreement) to safeguard the personalised security data of the received Card.
    • The Cardholder is responsible for keeping the Card and its data safe. This means that all reasonable steps to avoid the loss, theft or misuse of the Card or its data shall be taken, and these steps are the exclusive responsibility of the Cardholder.
    • It is prohibited to disclose or make available Card data to anyone except where necessary to complete a Transaction to the need-to-know extent. The Cardholder should be satisfied that the Merchant is genuine and should take adequate steps to safeguard information before proceeding with the Transaction and providing the Card and/or its data to the Merchant.
    • PIN must be kept safe at all times. The Cardholder must memorise the PIN as soon as it has been received. The Cardholder must:
      • Never write the PIN on the Card or on anything that is kept with the Card or near it;
      • Keep the PIN secret at all times, including by not using the PIN if anyone else is watching;
      • Do not disclose the PIN or make it available to any person or accessible by any person.
    • It is prohibited to communicate the PIN to anyone. This includes, but is not limited to voice communication, printed messages, written texts, emails and online forms.
    • Once the Card has expired or if it is found after the Card has been reported to the Company as having been lost or stolen, the Cardholder shall destroy the Card, e.g., by cutting it at least in two parts through the magnetic stripe.
    • Failure to comply with safety rules and procedures, negligence, delay, misuse, illegal and/or fraudulent actions on the side of the Cardholder will affect and prevent the Cardholder’s ability to claim any losses and damages.
    • The Cardholder should take care of the Card and its data and act responsibly. If the Cardholder used the Card or allowed the Card to be used fraudulently or in a manner that does not comply with these Special Service Conditions or illegally or the Card or its data are compromised due to negligence of the Cardholder, the Cardholder will be held responsible.
20. LOST, STOLEN OR DAMAGED CARDS, UNAUTHORISED TRANSACTIONS
    • If the Card is lost or stolen, the funds (e-money) that have been stolen or withdrawn in any way may not be recovered on the Card, in just the same way as it would not be possible to recover the cash which has been lost or stolen.
    • It is assumed that all Transactions entered with the Card and/or using Card data are made by the Cardholder unless the Company was duly and timely notified by the Cardholder to the contrary and always before a disputed Transaction has been made.
    • If the Card is lost or stolen or damaged or malfunctioned or there are suspicions that the Card or its PIN or other Card data became known to or is used by any third party, the Cardholder shall block the Card immediately.
    • In order to block the Card, the Cardholder shall use a respective functionality within the App.
    • Following satisfactory completion of the verification process, the Company will then immediately block the Card and will decline authorisations of any further Transactions to prevent unauthorised and further use of the Card (the Cardholder remains responsible for all, and any Transactions made prior to such blockage of the Card).
    • The Cardholder may also contact the Company by using the contact form available on the App.
    • The Company at its sole discretion is entitled to block the Card if there are suspicions about possible fraudulent or unauthorised use of the Card.
    • The Client, who is a consumer, or a natural person engaged in economic, commercial or professional activities, shall bear the losses relating to unauthorised Transactions up to EUR 50 (fifty euros), where such losses are incurred are as a result of:
      • the use of a lost or stolen Card;
      • the misappropriation of the Card.
    • The Client, who is not a consumer, or a natural person engaged in economic, commercial, or professional activities, shall bear all losses incurred due to reasons mentioned in this subparagraph unless the Agreement establishes otherwise.
    • The Client shall bear all losses relating to unauthorised Transactions if such losses were incurred because of his failure to fulfil one or several duties specified in clause 19.1 of these terms due to fraudulent or deliberate acts or gross negligence.
    • Where the payer lodges a claim with the Company concerning the Transaction not authorised by him/her/it and executed by the Company, the Client (payee), as the recipient of the funds of the aforementioned Transaction without valid grounds, must immediately repay to the Company the amount of the aforementioned Transaction transferred to his/her/it account and agrees with debiting of the funds of such Transaction.
    • Where the Client as payer lodges a claim with the Company concerning not authorised Transaction, and the Company repays to the Client the funds of such Transaction, but later it is established that the Transaction was authorised properly or there are other grounds set out by legal acts for rejecting the Client’s claim (e.g., fraud), such Client, as the recipient of the funds without valid grounds must immediately repay such funds to the Company and agrees with debiting the funds of such Transaction by the Company from his/her/it accounts held with the Company.
21. LIMITATION OF LIABILITY
    • The Company shall not be liable for:
      • Goods or services purchased with the Card, including their safety, legality or any other aspect;
      • If the Merchant refuses to accept a Transaction or fails to cancel an authorisation or preauthorisation;
      • Any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
      • Any fault or failure relating to the use of the Card that is a result of abnormal and unforeseeable circumstances beyond the Company control, including but not limited to, a fault in or failure of data processing systems;
      • Suspending, restricting or cancelling the Card or refusing to issue or replace the Card;
      • Any acts or omissions that are a consequence of the Company compliance with legislation and/or Mastercard’s rules;
      • Where the Cardholder acted with undue delay, fraudulently, intentionally, illegally or with negligence.
    • In any event the liability of the Company will be limited to the balance of the Card at the time when the event occurs. To the extent permitted by applicable law, the Company’s liability shall be limited as follows:
      • Where the Card is faulty due to the Company’s fault, the Company’s liability shall be limited to the replacement of the Card or, at the Company’s choice, the redemption of the available balance; or
      • Where sums are incorrectly deducted from the Card due to the Company’s fault, the Company’s liability shall be limited to payment to the Cardholder of an equivalent amount.

22. SUPPORT SERVICE 
    • The Company may publish special contact details for different purposes on the Website from time to time or make a contact form available to Clients. The Cardholder is advised to check the Website regularly.
    • Cards can be managed online via the App within its functionality.
    • Correspondence in hard copies shall be delivered by hand or by post to the following address: Villa Malitah, Mediterranean Street, The Village, St. Julians STJ 1870, Malta.
23. TERMINATION
    • Both the Client and the Company may terminate the Agreement at any time by submitting the relevant written notice in accordance with the General Service Conditions.
    • In the exceptional and justified cases, the Company is entitled to terminate the Agreement immediately. Besides, the Company is entitled to terminate the Agreement and/or block the Card in the following cases:
      • If the Company reasonably believes that the Cardholder has used or is likely to use the Card, or allow it to be used, in breach of thеse General Service Conditions, applicable laws or to commit an offence or fraud or any unlawful action;
      • If the Card is at risk of fraud or misuse;
      • If the Company suspects that the Client/Cardholder has provided false or misleading information;
      • If the Client fails to pay applicable fees and charges or fails to put right a shortfall (if any) on the balance of the Card;
      • If the Client/Cardholder has not met its obligations towards the Company;
      • By order of the police, court or any regulatory authority;
      • If the Company is no longer able to provide the card service due to decisions or actions taken by third parties upon which the card service is reliant (e.g., Mastercard, card program/scheme providers, intermediaries etc.);
      • If the Client abuses the Client’s rights and the services provided by the Company (e.g. rapid opening and closure of Cards);
      • In other cases, specified in the General Service Conditions due to termination or suspension of service.

24. CONSEQUENCES OF TERMINATION
    • The Card may no longer be used when the Agreement termination enters into force.
    • Plastic Card shall be destroyed by the Cardholder immediately when the Agreement termination enters into force.
    • Upon entry of the termination into force, the remaining Card balance (if any) shall be redeemed, subject to payment of all unpaid fees and charges and deduction of all transactions.
25. DISPUTES 
    • The Cardholder is entitled to submit a claim and thus request the Company to cancel the Transaction or refund any debited amount if the Transaction has not been approved/authorised by the PIN code or 3D Security parameter, provided always that the Cardholder has not acted carelessly, negligently, fraudulently, illegally, maliciously and the like.
    • Any dispute and complaint between the Company and the Cardholder shall be resolved by way of negotiations.
    • In case the Company and the Cardholder fail to resolve the dispute or complaint in an amicable way, either party may refer the dispute and complaint to the MFSA.
    • The dispute or complaint that is not resolved by way of negotiations may be referred to and finally settled by the competent courts of Malta.
26. AVAILABILITY OF SPECIAL SERVICE CONDITIONS
    • Effective Special Service Conditions are available on the Website.
    • Upon request, the Special Service Conditions can be sent by email to the Client.
    • The Client/Cardholder shall be regarded as having acquainted themselves with the Special Service Conditions, including their updated versions/editions, on the day when they (including their updated versions/editions, amendments, changes, and supplements) were made available for the first time (e.g., publication on the Website, in the App and/or communication by email).
    • The Company bears no responsibility for the Cardholder’s losses and expenses in case the Cardholder has not acquainted themselves with the Special Service Conditions, as well as their updated versions/editions, amendments, changes, and supplements.
27. CHANGES TO SPECIAL SERVICE CONDITIONS

The Company may change the Special Service Conditions in accordance with the General Service Conditions.

• PAYMENT PROCESSING SPECIAL TERMS AND CONDITIONS

All terms and definitions used in these Payment Processing Special Terms and Conditions (hereinafter referred to as the – “Special Service Conditions”) shall have the same meaning as in the General Service Conditions unless otherwise is determined in Section 1 of these Special Service Conditions.

In the situations that are not regulated by these Special Service Conditions the General Service Conditions shall apply.

1. TERMS AND DEFINITIONS

3D Secure	means a payment card payment processing system for improved online transaction security, developed by VISA, which VISA adopted together with Mastercard
Authorization	means the process of electronic verification of Card data, as a result of which the Bank either approves or declines a Transaction
Bank	means any Bank that issues an International Payment Card Organization’s Card, and/or an acquiring Bank (acquirer) that provides services to the Company
Card Processing Centre	means card processing center that performs Authorization of Cards, processing of Transactions, accepts claims in relation to Transactions and cooperates with the Company in other matters related to the processing of Transactions
Card(s)	means a Visa, Visa Electron, Mastercard or Maestro payment card, with which a Cardholder pays for the goods and/or services offered by the Merchant. The Card is considered to be valid if the purchase is made before the last day of the year and month of the validity period specified on the Card, or after the first day of the year and month of the validity period specified on the Card (if any)
Cardholder	means a person who possesses a Card and every right to use the Card, and who is the Merchant’s client/buyer
Cardholder’s	Account means the account linked to the Cardholder’s Card
Cardholder’s Fee	means a fee for the goods and/or services, including delivery fee (if any), that will be withdrawn from the Cardholder’s account for the purchase of the Merchant’s product (products) or service (services)
Chargeback Fee	means a commission fee which the organization that has issued the Card determines for the Company in addition to the Chargeback, which, in turn, it withholds from the Merchant
Chargeback (as well as Reclamation)	means an invalid Transaction Amount which the organization that has issued the Card withholds from the Company, and which the Company, in turn, has to withhold from the Merchant
Company’s Account	means the Company’s current account specified on the Company’s Website or App
International Payment Card Organizations	are International Payment Card Organizations Mastercard International and VISA
Merchant Account	means the Merchant’s current account specified in the Agreement
Merchant Dashboard	a dedicated dashboard set up on the Company’s Website for the Merchant, to which the Company has provided usage access to the Merchant in accordance with the provisions of this Contract
Merchant	means one of the Parties to this Contract, a legal entity selling goods and/or services through a Website owned by the Merchant
Merchant Website	means an electronic (factual) trade place with the address communicated to the Company, created by the Merchant in the global open access system/interrelated computer networking field (Internet), that is registered/available on the Internet with the help of the respective uniform address resource (URI, URL), and on which Transactions may be made with the use of the Module
Module	means software that ensures the transmission of Transaction data
Non-Secure E-Commerce	means an e-commerce transaction in which a merchant does not maintain 3D Secure authentication
Order	means an electronic notice that is electronically placed on the Website by the Cardholder (or upon their instruction) representing the intention to buy specific goods and/or services and pay for them with the Card, without physical presentation of the Card to the Merchant
Payment Card Industry Data Security Standard	means a set of general requirements for improving payment card account data security. All legal entities and other persons that transmit, process or store payment card data must have valid PCI DSS certificate
Payment Gateway	means a technology used by merchants to accept debit or credit card purchases from customers
Payment Page	means a payment page owned by the Company, with which the Module is integrated, and on which Card data are entered to allow the provision of the payment service
PCI DSS	means the Payment Card Industry Data Security Standard – a security standard employed by organizations that process the credit cards of major card systems
Price List	a list of fees to be paid by the Merchant to the Company and provided in annex No. 1 to these Special Service Conditions. The Price List is an integral part of the Agreement.
Prohibited Activities	means transactions which were unauthorized by the Company. This includes undeclared transaction source, illicit customer categories and jurisdictions, illegal goods banned by the Company, or any other restriction provided by the Company
Refunding	means returning a Transaction Amount to the Cardholder
Remuneration	means remuneration for the Services under these Special Service Conditions specified in the Price List
Rolling Reserve	a rolling reserve is a type of reserve that withholds a set amount of percentage of all of Merchant’s turnover in a non-interest-bearing account for a predetermined amount of time before releasing the funds to the Merchant. Rolling Reserve is intended for avoiding any losses that may arise in the course of executing this Agreement due to potential Chargebacks by Cardholders, penalties enforced by an International Payment Card Organisation, acquiring Bank or the Company for any violations, whether of this Agreement, other applicable agreements, applicable laws and regulations, International Payment Card Organisation rules, or otherwise if there are not enough other Merchant’s funds available to the Company. Rolling Reserve is specified and calculated in accordance with the provisions specified in the Price List
Secure E-Commerce	means an e-commerce transaction in which a merchant maintains 3D Secure authentication (also known as SecureCode and Verified-by-Visa)
Services	are the services described in Clauses 2.1 and 2.2 of this Agreement
Services Payment Account	means a special Company’s current account to which funds received from a Bank as a result of Transactions have been transferred
Transaction Amount	means an amount of funds for which a Cardholder purchases goods and/or services from the Merchant
Transaction	means purchasing of the goods and/or services from the Merchant by the Cardholder that leads to approved Authorization
Website Forwarding or Redirecting	means a process whereby one URL redirects to another URL

2. SUBJECT OF THE AGREEMENT

• In accordance with the provisions of the Agreement, the Company shall ensure the Service of the Card acceptance as a non-cash means of payment for the Merchant’s services offered on the Merchant Website.
• The Services described in Clause 2.1 shall include:
  • Collection of the Cardholder’s (Merchant’s client’s) Card data;
  • Receipt of an Authorization from the respective Bank regarding the Cardholder’s ability to make the claimed payment;
  • Receipt the respective amount of funds from the Bank;
  • Transfer of the funds received from the Bank to the Services Payment Account;
  • Informing the Merchant about the successful Authorisation of the Card;
  • Transfer of the funds received from the Bank, being made from the Services Payment Account to the Merchant Account;
  • Refund management.
• Information about successful or unsuccessful Authorization of the Card shall be furnished to the Merchant via electronic means.
• The Services shall be rendered to the Merchant only and shall in no case be considered as the services rendered to the Merchant’s clients. The Merchant shall not demonstrate or let somebody know that the Company is a representative or the second party to the Transaction made only between the Merchant and their client. The Merchant shall not demonstrate or let somebody know that the Company undertakes or may in any manner undertake responsibility for a failure to make said Transaction.
• The Merchant shall pay Remuneration to the Company in accordance with the Company’s remuneration rates specified in the Price List.
• The Company shall have the right to modify the Remuneration. The Company shall notify the Merchant electronically 30 (thirty) days in advance of making any such modifications.

3. THE MERCHANT’S DUTIES

• The Merchant shall undertake:
  • to accept the Cards from the Cardholders listed in the Merchant Application as the means of payment for the goods and/or services offered by the Merchant on the Merchant Website;
  • to accept the Cards as the means of payment only for the goods and/or services that are in conformity with the types of commercial activity of the Merchant specified in the Merchant Application;
  • to observe the legislation on the territory on which the Merchant realises the sale of the goods and provides its services;
  • to provide conformity of the Merchant Website to the parameters listed in the Merchant Application;
  • to observe the Rules of the International Payment Systems and provide observation of technical requirements set by the International Payment Systems;
  • in proper time and in the necessary volume to inform its employees, officials and involved persons with the topical provisions of the Agreement and the Rules of the International Payment Systems, as well as to monitor observation of provisions of the aforementioned documents while the validity of the Agreement;
  • to inform the Company immediately, but not later than within 3 (three) days, of any cases of fraud or other illegal operations with the Cards determined by the Merchant or by the Company;
  • in case of received Reclamations to act according to the Rules of the International Payment Systems on consideration of Reclamations;
  • to assist the Company in consideration of Reclamations to the extent as it is necessary at the Company discretion;
  • to provide the documents on KYC and confirming the Transaction, as well as to give explanations in relation to the received Reclamation immediately, but not later than within 3 (three) days from the moment of reception of the Company’s or Company’s inquiry;
  • to inform the Company about its decision to satisfy the Reclamation or to appeal against it by submitting requested documents on the certain Transaction to the Company immediately, but not later than within 3 (three) days after the Company’s inquiry;
  • to return the Transaction Amounts to the Card User in full or in parts depending on the rules of the Merchant about cancelled Transactions if the Card User shall refuse from the goods and/or services purchased via the Transaction;
  • to return the Transaction Amounts in full in the cases envisaged in the Rules of the International Payment Systems;
  • to keep the Transaction confirmation records in electronic or printed format 5 (five) years from the date of the Transaction;
  • to exclusively use the software for acceptance of the cards on the Merchant Website;
  • every day to realise the procedure which provides generalisation of information on the Transaction conducted by the Merchant during a business day, including rejected and returned transactions (end of the fiscal day);
  • to inform the Company immediately, but not later than within 3 (three) days, of all changes in information specified in the Agreement, appendices thereto or another information what the Merchant gave to the Company, submitting the documents confirming such a notification;
  • to provide the Company immediately, but not later than within 3 (three) days, with information what the Company shall need for execution of the Agreement;
  • to place in the electronic environment of the Merchant Website the logotypes of the Cards acceptable for payment. Logotypes of the Cards should not be placed the way to produce an impression that the International Payment Systems sponsor, produce or trade in the goods or render services on the Website. After termination/abrogation of the Agreement the Merchant shall remove the logotypes;
  • within 10 (ten) days to pay the Company’s invoice in case if on the accounts of the Merchant and/or the Company there are not sufficient monetary funds to perform the operations listed in the Agreement.
• The Merchant shall furnish to the Company the accurate details of their Merchant Account to which the funds obtained from Transactions will be transferred.
• The Merchant shall pay the Remuneration, and payments specified in the Price List, for the services that the Company renders under this Agreement.
• When accepting payments in which Cards are used, the Merchant shall comply with the General Regulations of the International Payment Card Organisations.
• The Merchant shall place on the Merchant Website the logos of International Payment Card Systems and 3D Secure, as well as the advertising symbol(s) or other materials that the Company may provide in order to show that Cards are accepted for payment and processing in a secure online environment.
• The Merchant shall include on the Merchant Website the logos of International Payment Card Systems and 3D Secure, and only such goods and/or services about which the Merchant has provided information in the documents submitted to the Company prior to signing the Agreement.
• The Merchant shall place on their website the following information as follows:
  • The Merchant’s company name and registration number (if any), registration country, contact address, e-mail address, contact telephone number;
  • A list of the goods and/or services offered;
  • Prices for the goods and/or services offered;
  • Types of payment cards that are accepted on the Website;
  • Payment currency;
  • Terms and conditions of purchase of the goods and/or services, territorial restrictions, and export restrictions, if any;
  • Provisions related to rejection of the goods and/or services, as well as the goods returning provisions;
  • Refunding provisions;
  • Actions that are to be taken to make the Transaction, and the moment of consummation of the Transaction;
  • Other provisions or circumstances that are essential for the Cardholder in making the decision about purchasing the goods and/or services offered;
  • Active references to Visa/Mastercard;
  • The logos of Visa/Mastercard/3D Secure;
  • A notice prior to payment stating that the Cardholder must consent to all of the terms and conditions specified on the Merchants Website.
  • The Merchant shall notify Cardholders about, and to receive their consent to, the Merchant and the Company having the right to process their personal data with the purpose of executing this Agreement; to keep records of data, offer, provide and maintain services, effect and protect the rights and legal interests of the Company for the purpose of fulfilling duties under the Agreement, fulfilling requirements specified in the applicable legislation, and notifying Cardholders about other conditions regarding transfer of personal data; and, if necessary, to receive confirmation from Cardholders in accordance with the applicable data protection legislation and the General Data Protection Regulation (GDPR).
  • The Company shall have the right to obtain personal data from third parties and to transfer such to third parties for the purpose of executing this Agreement and complying with regulatory requirements.
• The Merchant shall not be entitled:
  • to fix additional fees for the payments via the Card, unless the applicable law stipulates the opposite, and the Company has accepted such a fee according to the Rules of the International Payment Systems. In case the additional fee is stipulated in the laws, it shall not be levied separately but must be included in the Merchant account. Card User must be informed before the Transaction by Merchant about any additional fees (surcharging);
  • to accept the Card in order to pay or refinance already existing obligations, i.e. the Merchant shall accept the Card only as the means of payment for certain goods and/or services;
  • within the frame of the Transaction to disburse cash or checks to the Card User;
  • within the frame of the Transaction to issue a commercial cheque, bill or any other document with which it is possible to make next payments;
  • to divide the Transaction into parts;
  • to accept illegal or fraudulent Transactions, as well as the Card as the means of payment for the commercial activity of third persons;
  • to issue electronic money as a result of the Transaction;
  • to use the Transaction Data for other purposes except lawful processing the Data of the Transaction according to the Rules of the International Payment Systems;
  • to store the Card data. If the Card data storage is necessary for Merchant business needs, Merchant has to inform immediately the Company about Card data storage. Card data must be stored according to the Rules of the International Payment Systems. Merchant is not entitled to request Card data such as Card number, Cardholder’s name, Card validity term, CVV, etc.;
  • to claim for the chargeback refund. All the money means shall be refunded back to the end customer. Company shall deduct this amount from the pay-out to Merchant;
  • to dispute or to reject the request to refund the funds;
  • to make any transaction associated with the Prohibited Activities without the Company written permission;
  • to execute the Transaction, which has been disputed before.
• The Merchant shall maintain confidentiality with regard to the information related to Cardholders.
• The information specified in Clause 3.7. of the Agreement shall be complete and accurate and furnished to the Cardholder in an easily accessible and understandable format.
• Immediately after the Cardholder’s Order is accepted and the Transaction is made on the Website, the Merchant shall, in an electronic format (including the possibility to receive by e-mail), generate on the Website a confirmation of the Order and of the Transaction, made available to the Cardholder and ready for printing. Said confirmation shall include: the Merchant’s registered name (firm) and address, Website address, Transaction date, description of the goods and/or services purchased, Transaction Amount, Transaction currency, notice about the Transaction Amount being reserved in the Cardholder’s account, Transaction type, essential terms and conditions of purchase of the goods and/or services and of Transaction cancellation, as well as a recommendation for the Cardholder to save the confirmation.
• The Merchant shall perform Refunding to refund the Cardholder if the Cardholder has cancelled/abandoned the Order and/or goods and/or services paid for in the cases as follows: the goods and/or services were not delivered/provided; the quality of the goods and/or services delivered/provided was poor; or the purchase and sale of the goods and/or services has failed due to other reasons.
• If a licence or permission is necessary to conduct the Merchant’s trading activity, the Merchant shall submit to the Company copies of licences or permits (while presenting the originals), or, in certain cases, information regarding the website on which data regarding the relevant licence or permit may be retrieved.
• The Merchant shall have no right to:
  • Calculate a surcharge on the goods and/or services if they are paid for using a Card, except in the cases provided for in the effective regulatory enactments of Malta when the Company has permitted such surcharge in accordance with the regulations of the International Payment Card Organisations. The surcharge, if any, shall be included in the price of the goods and/or services and shall not be collected separately;
  • Divide the Transaction into parts in order to circumvent Authorisation Limits;
  • Accept Cards for payment for the goods and/or services if the Order for the respective goods and/or services has not been received;
  • Disclose to third parties the Cardholder’s data, any other information related to acceptance of the Card except for the cases when provision of said information is specified by the Agreement and is necessary for the performance of the obligations under the Agreement. These Merchant’s obligations are in force without time limit.
• The Merchant undertakes to reimburse the Company for the losses and release the Company from responsibility for any penalties, recovery payments, losses, claims, costs, or obligations arisen due to any activity of Merchant.
• The Merchant shall render support to the Company in the settlement of controversies arising due to any activity of the Merchant.
• The Company shall consider the Cardholder’s claims in relation to the Merchant and/or Transactions if the Cardholder has submitted the documents as follows:
  • Comprehensive information regarding the disputed Transaction (date, time, Merchant name, Transaction Amount and currency, Transaction ID, claim reason for (International Payment Card Organisation’s claim code);
  • Further information regarding the Transaction, if any.
• The Merchant shall reimburse the Company for any and all costs incurred as a result of consideration of such claims.
• The Merchant shall cover any expenses sustained by the Bank, International Payment Card Organisations, or the Company as a consequence of the Parties’ cooperation.
• The Merchant shall inform the Company about any and all cases of fraud identified, known to them, or observed, and occurring during acquiring of Cards for payment or otherwise in connection with this Agreement.
• The Merchant shall have the right to make only the Transactions explicitly agreed upon with the Company.
• The Merchant shall be fully liable for the Merchant Website contents and reliability of all information appearing on the Merchant Website.
• The Merchant hereby represents to the Company that the Merchant is the owner or the Merchant has legal ground and powers to use, apply, disseminate any and all information, data, charts, texts, video, music or intellectual property forming part of the Merchant Website or in any way contained on the Merchant Website and available to the Merchant’s clients, to Cardholders, or to those having access to the Merchant Website.
• The Merchant undertakes to follow the legislation on the territory on which the Merchant has its business activity.
• The Merchant undertakes to provide the Company immediately, but not later than within 3 (three) business days, with information what the Company shall need for execution of the Agreement.
• The Merchant, having a legal reason to receive, store and otherwise use Card data, is obliged to obtain an appropriate level of PCI DSS certification and, on a quarterly basis or the separate demand of Service Provide, perform vulnerability scanning and provide the Company with a report on the results of the scanning. The Merchant shall not have the right to accept Card payments without a valid PCI DSS compliance certificate if one is required in accordance with PCI DSS rules.
• The Merchant is not allowed to make any transaction associated with the Prohibited Activities without the Company permission. In case the Merchant wants to provide the Prohibited Activities, the Merchant is obliged to ask for the Company’s permission to make such transaction. The Company has the right not to give the permission for such a transaction without explanation and business rationale.
• By signing this Agreement, the Merchant agrees that the Company carries out processing of personal and other data in accordance with the General Data Protection Regulation (GDPR) and other applicable laws and regulations.

The Company carries out the processing of personal data of the Merchant, its representatives, authorized persons, representatives, beneficial owners and other third parties related to the Merchant, including the collection, registration, input, storage, arranging, modification, use, transfer, transmission and disclosure of data, blocking or deletion, and the Merchant is obliged to obtain consent to all data processing mentioned in this Clause from all persons whose personal data is transferred to the Company. The Merchant shall notify the Company in the event the Merchant uses third party service providers, which have access to personal data of the Cardholder, and to provide respective PCI DSS. Cardholder’s data may be requested by Merchant or authorized third-party only for goods and/or services purchase transactions.

The purpose of personal data processing is the Merchant’s registration, the provision, offering and maintenance of the Company’s products and services, the provision of and maintenance of the Company’s products and services, the security of employees, the security of the Company’s property (assets), the performance of the duties prescribed by law, and the legal interests of the Company. The Personal Data Processor is a Company.

4. THE MERCHANT’S DUTIES IN RELATION TO THE AUTHORISATION PROCEDURE AND TRANSACTION PROCESSING
   • The Merchant shall sell the goods and/or services on the Merchant Website in accordance with the provisions of the Agreement and in compliance with the following provisions:
     • Authorisation shall be requested before each Transaction, unless one is an automatic payment, specifying the price for each article/service to be bought including all the applicable taxes;
     • The Company shall have the right to specify special conditions for performing automatic payments upon prior agreement with the Merchant;
     • Authorisation on the Merchant Website is performed only in electronic format, via the Module; other types of Authorisation are not allowed;
     • A Transaction shall be accepted (executed) once confirmation is received regarding the adequacy of funds in the Cardholder’s account to buy the goods and/or services obtained as a result of the Authorisation;
     • Transactions shall be authorised and accepted if payments are made in the currency of the price for the goods and/or services specified on the Merchant Website.
   • The Merchant undertakes to keep all the documents stored in portfolio (agreement, application and other documents provided by the merchant) and data about Transactions, including Authorisation data and dates that must be kept in the Merchant’s client database: names and surnames (company names), addresses, tax identification numbers and Value Added Tax numbers of the Merchant’s clients, Transaction date, description of the goods and/or services bought, Transaction Amount for no less than 24 (twenty-four) months after the respective Transaction has been accepted, and, at the request of the Company or Card Processing Centre, send to the Company all of the requested information within 5 (five) days.
   • The Merchant undertakes to comply with all of the Company’s terms and conditions regarding the processing of Transactions and the Merchant Website, provided that the Merchant has been informed about such provisions and requirements, whether in writing or electronically.
5. TRANSACTION LIMITS
   • The Merchant shall have the right to modify the Transaction Limits specified in the Price List by sending, from the Merchant’s official email to the Company’s official email, an application for modifying the Transaction Limits, specifying therein precisely which Transaction Limits the Merchant wishes to modify.
   • Transaction Limits modified by the Merchant shall come into force at the moment of the Company’s approval of the change of Transaction Limits in writing, electronically. The Company shall have the right to decline a change of Transaction Limits by the Merchant.
   • The Company shall have the right to request further documents from the Merchant in connection with a received application for changing the Merchant’s Transaction Limits.

6. THE COMPANY’S DUTIES AND PAYMENT PROCEDURE
   • During the validity of the Agreement the Company shall give a possibility to the Merchant to use the Company’s telecommunication channel for connection to the International Payment Systems for sending inquiries for Authorisation of the Transaction.
   • The Company shall have the right to generate and send to the Merchant’s official email, electronically prepared reports for each Reporting Period (specified in the Price List), reporting the applicable amount of Remuneration payable to the Company in accordance with this Agreement.
   • The Company is obliged to transfer to the Merchant Account the funds received by the Company from the Transactions, Chargebacks, and other remuneration during a Reporting Period specified in the Price List, provided that the amount of funds intended for payment is equal to or larger than the Minimum Settlement Amount in accordance with the Price List, having automatically deducted the Remuneration, Rolling Reserve  and other payments stipulated under this Agreement as follows:
     • The Company shall, within 5 (five) business days following the end of the Reporting Period, handover to the Merchant for approval a Statement on Services Rendered specifying the amount of funds received in favour of the Merchant during the Reporting Period and the applicable Remuneration amount in accordance with this Agreement.
     • If the Merchant has any objections to the Statement on Services Rendered prepared by the Company, then the Merchant must provide the Company with substantiated objections by email within 10 (ten) days from the date of sending the report. If objections are not received within the above term, it shall be deemed that the Merchant has approved the Statement on Services Rendered.
     • On grounds of the Statement on Services Rendered, the Company shall, within 5 (five) business day following the date on which the Statement on Services Rendered is deemed to have been approved, (or earlier, if the Company so prefers) transfer funds to the Merchant Account (given that the amount of payable funds is equal to or exceeds the Minimum Settlement Amount specified in the Price List).
     • Company has the right unilateral to suspend Settlement to the Merchant and/or increase the commissions (fees, % rates etc.) specified in the Price List until the requirements of the Anti-Money Laundering rules are met by the Merchant.
   • By making the transfers specified in Clause 6.3. the Company shall act as a payment agent in consequence of what the Company shall be liable only for proper transfer of the Transaction Amounts received from the International Payment Systems, and shall not be liable for any delay of transfer because of late or incorrect reception of the Transaction Amounts from the International Payment Systems.
   • The Company shall have the right to withhold funds, without notice, from any available Merchant’s funds before payment to the Merchant for the reason of:
     • return the Transaction Amounts to the Cardholder for the satisfied Chargebacks, as well as to pay commission fees and costs of arbitration relating to consideration and processing of Chargebacks;
     • pay the fines imposed by the International Payment Systems or Bank on the Company because of the Rules of the International Payment Systems breached by the Merchant;
     • pay the liabilities that have not been executed by the Merchant towards the Company;
     • pay the losses/damages caused to the Services Provider by actions of the Merchant.
     • pay the amounts of penalties and other pecuniary claim amounts.
   • If the Merchant is short in funds or cooperation with the Merchant has been terminated, the Company shall issue an invoice to the Merchant which the Merchant shall pay within 10 (ten) days following receipt thereof or shall withhold the respective amount from any incoming payment due to the Merchant under this Agreement. Should the invoice be not paid on time, the applicable interest rate is of 1% per day.
   • The Company may suspend the transfer to the Merchant of a Transaction Amount in relation to which additional checks are necessary in accordance with the requirements of the International Payment Card Organisation and/or based on the opinion of the Company. If the Company has already transferred funds for the Transaction to be checked to the Merchant, the Company shall have the right to suspend any transfers of the funds due to the Merchant, in the amount of the Transaction Amount to be checked.
   • The Company may suspend transfers for up to 180 (one hundred eighty) calendar days with regard to the Transaction Amounts in relation to which, according to the provisions of the International Payment Card Organisation, a Chargeback has been requested, as well as with regard to the Transaction Amounts in relation to which the Merchant has failed to submit the documents/data proving the fact of Transactions within 15 (fifteen) calendar days following receipt of a claim of the Company or Card Processing Centre.
   • To avoid any losses that may arise in the course of performance of this Agreement and are related to possible Chargebacks by the Merchant’s clients, the Company maintains a Rolling Reserve in accordance with the provisions specified in the Price List.
   • The Merchant shall have the duty to create the Rolling Reserve in accordance with the provisions specified in the Price List. If, due to the Chargebacks initiated by the Merchant’s Cards/Cardholders, or due to other events, the resulting balance on the Merchant’s account is lower than the minimum amount of the Rolling Reserve, or is negative (representing a debt), the Merchant shall immediately, within no more than 1 (one) business day, replenish the Rolling Reserve in order to establish them or maintain the amounts thereof in the amounts specified in the Agreement.
   • If the Merchant fails to replenish the account in accordance with the provisions of this Agreement and within the term specified in clause 6.10 of the Agreement, the Merchant shall have the duty to pay the Company a late penalty which amount is subject to individual case assessment.
   • If a negative balance (representing a debt) occurs on the Merchant’s account, the Merchant shall have the duty to pay the Company a late penalty which amount is subject to individual case assessment.
   • The Company shall have the right to Remuneration for the Transactions and services in which Cards are used in accordance with the provisions set out in the Price List.
   • According to the Price List, the Company shall also withhold payments for every Chargeback, or any other penalty imposed by the International Payment Card Organisation or the Bank.
   • The Company shall have the right, at the request of the International Payment Card Organisation, to submit statistical information about Transactions made with Cards of the respective International Payment Card Organisation.
   • The Company undertakes to perform every action necessary in order to limit the likelihood of fraudulent activity, and the Company shall have the right to at any time initiate and activate the 3D Secure security system on the Website registered by the Merchant.
   • The Merchant shall be responsible for its liabilities stipulated in the Agreement. The Company has the right as its discretion to ask the Merchant to fulfil its obligations in full.
   • Each Party shall indemnify the other Party for losses caused as a result of non-performance or improper performance by it of the terms of the Agreement.
   • The Company shall not be liable for the arising damages or losses if:
     • The Company has not been in informed in timely manner about changes of any requisites of the Merchant or was submitted without the correctrequisites;
     • Third parties do not fulfil or fulfil its obligations in improper way.
   • The Merchant shall indemnify the losses/damages caused to the Company because of any proceedings (civil, criminal, or administrative) started due to the Merchant actions or omissions and where Company is participating as defendant/co-defendant. Mentioned in this Clause damages include state and other fees, proceedings costs, legal aid costs, costs related to arriving on hearing, costs related to collecting the evidences, as well as costs related to hearing of the case in all court levels (appealing). The Merchant shall indemnify the losses/damages caused to the Company as a result of court ruling stating the Company must pay monetary funds the Company shall deduct the Rolling Reserve from the Transaction Amounts upon entrance of the Transaction Amounts from the International Payment System.
   • Notwithstanding anything in the Agreement, Company’s total aggregate liability for all claims related to the Agreement, whether based on an action or claim in Agreement, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to the Agreement, will be to 100% of the monthly average Remuneration actually paid to the Company pursuant to the Agreement in the three (3) calendar month period prior to the cause of action giving rise to the first claim made under this Agreement.
7. REFUNDING
   • If the Merchant wants to refund the Transaction Amount to the Cardholder, they may do it in the Merchant Dashboard.
   • If a fraudulent Transaction is detected, the Transaction Amount, as well as all Transaction Amounts related to it, may be refunded to the Card by the Company’s decision from the moment the fraudulent Transaction took place. The Company’s decision shall be final, and no discussion shall be entered into.
   • The Company shall have the right to refund to the Card the amount of any suspicious Transaction. The Company’s decision shall be final, and no discussion shall be entered into.
   • If the total of amounts refundable reaches 5% of Transactions, the Merchant shall have the duty to provide written clarifications regarding the reasons for the exceedance of this threshold ratio of amounts refundable.
   • The Merchant consents to the aforementioned provisions of the Agreement and undertakes to reimburse the Company for losses and costs related to the refunding of any Transactions.
8. DUTIES AND RESPONSIBILITY OF THE PARTIES IN REDUCING THE FRAUD RISK ASSOCIATED WITH TRANSACTIONS
   • Administrative provisions:
     • With the purpose to reduce the Cardholder’s and Merchant’s fraud risk and losses, the Company, in cooperation with the Card Processing Centre and International Payment Card Organisations, as well as in compliance with the effective regulatory enactments and provisions, shall exercise supervision of and analyse Transactions, and in accordance with the results of the above, shall submit to the Merchant the binding instructions regarding the respective Transactions and/or acceptance of Transactions on the Merchant Website in general, including with making amendments to the Agreement;
     • The Merchant undertakes to act in accordance with the Company’s instructions;
     • The Merchant confirms that they shall take all the necessary actions or omissions to minimise the possibility of fraudulent activities on the Merchant Website and prevent the possibility of money laundering through Transactions. The Merchant shall be responsible for the actions of their employees while trading on the Merchant Website, as well as for the fulfilment of the Agreement provisions and of instructions given to the Merchant under this Agreement;
     • The Company shall inform as far as possible the Merchant about the requirements of the International Payment Card Organisations in relation to the security of online Transactions, changes in said requirements, whereas the Merchant undertakes to take any and all necessary actions to comply with the requirements of the International Payment Card Organisations;
     • If the Merchant has information about suspicious circumstances relating to the Order, the person who has made the Order, the specified Card data, including information that may indicate that the Order has not been made by the Cardholder, the Merchant shall immediately notify the Company of it and act in accordance with the instructions of the Company and/or Card Processing Centre, if any;
     • In cases where fraudulent and/or suspicious Transactions, Chargebacks and other claims are reviewed/investigated, the Merchant shall furnish to the Company any and all information available to them that is necessary to review/investigate such cases (including the information about the Merchant’s background, credit background checks, banking relationship, financial history, etc.);
     • In accordance with the requirements set forth by the International Payment Card Organisations, the Company, in specific cases, shall notify the International Payment Card Organisations of the Merchant’s fraudulent actions should such be detected.
   • Claim Review Process and Responsibility:
     • Upon receipt of a Chargeback, request of the International Payment Card Organisations and/or Cardholder’s claim or question about the Transaction, the Company and/or Card Processing Centre shall inform the Merchant about it, and the Merchant undertakes to provide to the Company and/or Card Processing Centre a response regarding the respective Chargeback, Cardholder’s claim or question not later than within 5 (five) business days following receipt of such notice. Together with the answer, the Merchant shall also submit the documents requested by the Company and Card Processing Centre;
     • If the Cardholder addresses a complaint and/or question about the Transaction to the Merchant, the Merchant undertakes to give the answer to the Cardholder not later than within 5 (five) business days. The answer shall be given on the subject matter of a complaint/question with explanations and, if possible, proposal of a solution;
     • If the Cardholder cancels the Transaction, for instance, in case of Chargebacks, and the Bank requests information about such Transaction, the Company shall have the right to withhold from the Merchant any and all costs related to the processing of said Transaction or furnishing of information to the Bank regardless of the reason why the Bank refuses to pay for the respective Transactions or requests information about them, as well as any and all costs relating to consideration of controversies if the Merchant wants to appeal against the Cardholder’s claims. The Company shall have the right to withhold from the Merchant the amounts of costs specified in this clause from the Rolling Reserve;
     • During validity of the Agreement and/or within 540 (five hundred and forty) days following its termination, the Merchant shall return to the Company the Transaction Amount for which a Chargeback has been received, if the Merchant, while trading online, has failed to comply with the provisions of the Agreement, instructions of the Company and/or Card Processing Centre (if such were given to the Merchant in relation to the questioned Transaction), if the Merchant, upon receipt of the request of the Bank and/or Card Processing Centre, has failed to present/submit the data and documents about the Transaction within the term specified in said request, as well as in the case when the Company, under the reclamation provisions of the International Payment Card Organisations, may not cancel the Chargeback and the respective Transaction Amount is withheld from the Company. The Company shall have the right to withhold from the Merchant the amounts of costs specified in this clause under the procedure specified in this Agreement;
     • If during validity of the Agreement and/or after its termination, the International Payment Card Organisations have applied penal sanctions to the Company because the Merchant has exceeded the limits (committed violations when making payments) referred to in Clause 12.3.8 and elsewhere this Agreement, the Merchant shall return to the Company the costs in the amount of the penalty imposed. Upon request, the Company shall submit to the Merchant an extract on the penalties imposed on the Company. The Company shall have the right to withhold from the Merchant the amounts of costs specified in this clause under the procedure specified in this Agreement having informed the Merchant about it in writing;
     • The Merchant shall reimburse the Company for any and all costs related to checking of separate Transactions or general Merchant Website operations if it is done due to the regulations and/or at the request of the International Payment Card Organisations. The Company shall have the right to withhold from the Merchant the amounts of costs specified in this clause under the procedure specified in this Agreement;
     • If information is available to the Company about the Merchant’s inappropriate fulfilment/failure to fulfil their obligations to their clients/Cardholders, about repeated, regular or gross violations, as well as in the case of receipt of the respective request of a competent institution, the Company shall have the right, having informed the Merchant about it, to unilaterally act as follows:
       • To change the procedure for settlements with the Merchant (including the amount of the Company’s Remuneration and other payments specified in the Agreement);
       • To stop, fully or in part, rendering of the Services in accordance with this Agreement, including Transaction processing and payment of the amounts due to the Merchant in accordance with this Agreement;
       • To set out additional Authorisation measures, including reduce Authorisation Limits.
       • Payment of penalties specified in this Agreement shall not relieve the Merchant from reimbursing the Company for any losses it sustains as a result of the Merchant’s activities.

9. ROLLING RESERVE
   • Rolling Reserve in relation to the monetary funds of the Company shall be established from the moment of crediting the account of the Company.
   • The Company shall be entitled to withhold the Rolling Reserve until complete discharge of obligations under the Agreement by the Company and the Merchant.
   • The volume of obligations of the Company and the Merchant shall be determined upon maturity of the specified obligations including penalty and interests.
   • To avoid any losses that the Company may incur due to the Merchant’s fault, the Merchant shall, within 5 (five) business days after the Agreement is signed, transfer to the Company’s account a Rolling Reserve in the amount specified in the Price List which depends on the Merchant turnover volume.
   • Within 1 (one) business day following receipt of the first Company’s request, the Merchant shall ensure that there are funds in the Company’s account sufficient to replenish the Rolling Reserve to the amount specified in the Price List.
   • If the Merchant fails to comply with the requirements in relation to the payment of a Rolling Reserve, the Company shall have the right to stop Card service on the Website and/or suspend transfer of Transaction Amounts to the Merchant.
   • The Company shall not calculate and pay to the Merchant interest on the Rolling Reserve.
   • During the obligations of the Company and the Merchant, neither the Company nor the Merchant shall be entitled to pledge and re-pledge, transfer for possession, encumber, alienate, change the composition and legal form of the Rolling Reserve (as well as the right on the Rolling Reserve), or to take actions that can reduce its value.
   • The Company shall release the Rolling Reserve reducing on all possible returns in accordance with the terms of the Agreement on the 181st (one hundred eighty first) day from the moment of expiration of validity/termination of the Agreement.
   • Each, the Company and the Merchant shall inform third parties on the existing Rolling Reserve. In case Company and/or Merchant conclude an agreement with a third party regarding the monetary funds are in Rolling Reserve, such agreement is considered invalid from the moment it has been concluded.
10. DEDUCTIONS

• For the failure to fulfil their duties under the Agreement, or the inadequate fulfilment thereof, the Parties shall be liable in accordance with the applicable legislation of Malta and the provisions of the Agreement, providing reimbursement to the other Party for any losses caused to it in the event that such losses occur, except for those described in the Agreement.
• Company shall have the right to suspend the provision of the services and processing of payments on the registered Merchant Website, and to suspend the execution of any Settlement to the Merchant under the Agreement and/or to impose withhold a relevant penalty on the Merchant if the Company has determined the Merchant violates provisions of the Agreement or rules of International Payment system as listed below, but not only:
  • If the Merchant accepts payments from a Merchant Website not specified in the Agreement or annexes hereto;
  • If cash flow is distributed among non-registered Merchant Website;
  • If any Merchant Website redirection or forwarding of the Merchant Website specified in the Agreement to another Merchant Website takes place, without the Company’s prior written consent;
  • If a warning is identified as issued by the regulator or a supervisory institution is received regarding illegal activity involving the Merchant’s beneficial owner, authorised representative, member of the board, entity, or registered Merchant Website;
  • If the Merchant accepts payments related to fraudulent activities;
  • If the Merchant performs substantial modifications to the Merchant Website without prior consent from the Company;
  • If International Payment Card Organisations asses the Bank and/or the Company for violations of the International Payment Card Organisations’ rules;
  • If the Merchant performs substantial modifications to online mobile applications (apps) and/or mobile websites (web applications) that are substantially differed from the content of the registered Merchant Website, without obtaining prior consent from the Company;
  • If the Merchant makes any transaction associated with the Prohibited Activities without the Company’s permission;
  • If the Merchant performs any other activities that contradict the provisions of this Agreement, fail to comply with the applicable legislation of Malta or fail to comply with the regulations in place within the Merchant’s jurisdiction.

The Company shall determine the amount of the penalties specified in clause 10.2 taking into account the penalties/fines imposed in such cases by the International Payment Systems as well as other authorities.

• The Merchant shall bear financial liability against Company for any claims received by the International Payment Card Organisation(s), the Bank or by the authorities caused by the fault of the Merchant, its Cardholders, or the services rendered by the Merchant.

11. VALIDITY PERIOD OF THE AGREEMENT

• In addition to the conditions of the Contract on Services termination in accordance with the General Service Conditions, the Company shall have the right to immediately and unilaterally terminate this Agreement upon notifying the Merchant in the following cases:
  • The number of Chargebacks for the Merchant’s Transactions exceeds any of the following within 1 (one) calendar month:
    • Transactions with VISA and VISA Electron cards – 1%;
    • Transactions with Mastercard and Maestro cards – 1,5%;
    • Transactions with VISA and VISA Electron cards – 100 cases on the Website;
    • Transactions with Mastercard and Maestro cards – 100 cases on the Website;
    • The total amount of fraudulent Transactions reaches the equivalent of USD 3 000,00 with the use of Mastercard/Maestro cards, and/or EUR 64 250,00 with the use of VISA/VISA Electron cards;
    • The ratio of fraudulent transactions to transactions with reaches 3% for Mastercard/Maestro cards and/or 1% for VISA/VISA Electron cards.
  • In the event of termination of the Agreement, access to the Merchant Dashboard on the Company’s Website shall be revoked.
  • Following termination of the Agreement, the Rolling Reserve shall be blocked for 180 (one hundred eighty) calendar days. The Company shall reactivate the Rolling Reserve and it shall be available to the Merchant upon the end of the 180 (one hundred eighty) calendar days and after the Company receives all documents requested in order to substantiate Transactions and/or to release the Rolling Reserve.
  • Termination of the Agreement shall not release the Merchant from the obligation to make any and all payments specified in the Agreement.
  • In terms of the Rolling Reserve, the Agreement (and the Company’s right to make deductions from it in accordance with the provisions of this Agreement) shall continue following termination of this Agreement until it is returned to the Merchant in accordance with the provisions of this Agreement).