Preamble
The Service Provider is a licensed electronic money institution which was authorised to provide payment services by Decision No 7 of the Board of the Bank of Lithuania of 05/01/2017;
The Service Recipient desires to engage the Service Provider to enable the Payers to pay for the products and/or services of Sellers and execute Refunds through the use of the Payment Services provided by the Service Provider.
Therefore, the Parties have entered into this Payment Initiation, Acquiring of Payment Transactions and Refund Services Agreement (the Agreement) and have agreed as set forth below.
1. Definitions
1.1. All capitalised terms used in this Agreement (including its Special Conditions and annexes) shall have the meaning ascribed to them in this Section, except as otherwise provided herein or as the context may otherwise require. All other terms used in the Agreement shall have their usual meaning.
1.1.1. Personal Code Verification – an Additional Functionality of the Payment Initiation Service, when the Payer's personal code provided by the Payer or Service Recipient during the Payment Initiation Service is compared with the personal code of the payment account owner.
1.1.2. GDPR - General Data Protection Regulation (EU) 2016/679.
1.1.3. Business Day - any day of the week from Monday to Friday, inclusive, except in cases where, according to the laws of the Republic of Lithuania, such a day of the week is recognized as a public holiday.
1.1.4. Business Hours - the time from 08:00 (eight o'clock) to 17:00 (seventeen o'clock) Lithuanian time on the weekdays specified in this Agreement's clause 1.1.3, except in cases when, according to the Labor Code of the Republic of Lithuania, the duration of days on the eve of public holidays is shortened by one hour.
1.1.5. Acquiring of Payment Transactions - a payment service when the Service Provider contracts with the Service Recipient to accept and process payment transactions, which results in a transfer of funds to the Designated Account.
1.1.6. Pricing – the Pricing section of the Special Terms of the Agreement specifies the Commission fees for Services, Additional services, and Additional functionalities as determined by the Service Provider.
1.1.7. Critical Disruption - a critical disruption is considered to be when during a certain period, more than 50 (fifty) percent of the Payment Orders submitted by the Payer through the PIS module are not executed, but it will not be considered a critical disruption if less than 100 (one hundred) Payment Orders are executed during the same period.
1.1.8. Payment Initiation Service (PIS) - a payment service where, at the request of the payment service user, a payment order is initiated from a payment account opened with another payment service provider.
1.1.9. Commission Fee - a fee calculated in accordance with the Agreement, which the Service Recipient pays to the Service Provider. This fee includes charges for each successful settlement made by the Payer using the PIS module, fees for Acquiring of Payment Transactions, fees for Refund, a monthly service fee, and any fee, including for each SWIFT message processed or each Additional Functionality/Service, as agreed upon by the Parties in this Agreement. For clarification, if PIS is provided in conjunction with Additional Functionalities and/or Additional Services, the Commission Fees for these Additional Functionalities and/or Additional Services will be added to the Commission Fee for PIS. For example, if a payment is initiated with the One-Click Payment functionality, each successful settlement made by the Payer using the PIS module will be charged the Commission Fee for PIS and the Commission Fee for One-Click Payment.
1.1.10. PIS Module - an information system managed by the Service Provider, which is used to provide Payment Initiation Services.
1.1.11. PIS Self-Service Module - an information system (environment) of the Service Recipient and/or its clients, through which the Payer accesses the PIS module and makes payments for goods and/or services purchased on the Website. Information received directly from the Payer and the Service Recipient Website is processed in the PIS self-service module environment.
1.1.12. Payment Order - the instruction of the payer to execute a payment transaction by their payment service provider.
1.1.13. Payer - a natural or legal person intending to purchase goods and/or services on the Website, for which funds would be transferred to the Designated Account using the PIS self-service module, Acquiring of Payment Transactions service, or other payment solutions.
1.1.14. Non-Critical Disruption - a non-critical disruption is considered to be when during a certain period, more than 30 (thirty) percent of the Payment Orders submitted by the Payers are not executed through the PIS module, but it will not be considered a non-critical disruption if fewer than 100 (one hundred) Payment Orders are executed during the same period.
1.1.15. One-Click Payment - an additional functionality of the Payment Initiation Service that enables Payers to initiate payments faster by saving and reusing all the necessary information for future payment transactions. The One-Click Payment functionality bypasses the initial Strong Customer Authentication (SCA1) required for account access and directly utilizes the subsequent Strong Customer Authentication (SCA2) for payment confirmation.
1.1.16. Additional Functionality/Service - the additional functionality or additional service specified in the Agreement or its annexes, which the Service Recipient may choose to use in order to expand the scope of the Services provided to it.
1.1.17. Seller - any individual or legal entity registered on the Website that has entered into an agreement with the Service Recipient to offer goods or services for sale on the Website. The Seller authorizes the Service Recipient to engage the Service Provider for the collection, processing, and transfer of payments for sold goods or services.
1.1.18. Services – payment services, the creation of the PIS module, the use of related Software tools for the provision of Payment Initiation Services, ensuring the proper operation of technical interfaces, maintenance, and other services or functionalities provided by the Service Provider to the Service Recipient as specified in this Agreement, including its annexes. A detailed description of technical interface services and technical interface maintenance services and their provision procedure is provided in the Neopay Integration Specification, published on the website: https://neopay.online/docs.
1.1.19. Service Recipient - a natural or legal person entering into this Agreement with the Service Provider for the provision of Services.
1.1.20. Service Provider - NEO Finance, AB, legal entity code 303225546, registered address Ukmerges St. 126, LT-08100 Vilnius, data about the company are collected and stored in the Register of Legal Entities of the Republic of Lithuania, phone +370 700 500 56, email address pagalba@neopay.online, online website of the Service Provider – www.neopay.online. The supervisory authority of the Service Provider – the Bank of Lithuania (address: Gedimino av. 6, LT-01103 Vilnius, Republic of Lithuania, phone: +370 5 2680029, fax: +370 5 2628124, e-mail: info@lb.lt, internet website: www.lb.lt), the Service Provider holds the electronic money institution licence No 7 issued by the Bank of Lithuania.
1.1.21. Designated Account – the account specified by the Service Recipient for receiving funds transferred from the Collection Account. The Designated Account is opened at another financial institution, and based on the Service Recipient's instructions, that financial institution allocates the funds to the final payees, i.e., the Sellers, for the sold goods and services.
1.1.22. Individual Disruptions - disruptions where specific Payers cannot use the PIS for individual reasons.
1.1.23. Refund - a transaction made at the request of the Service Recipient, whereby funds are transferred to the account of the payee specified by the Service Recipient.
1.1.24. Planned Maintenance - maintenance activities planned in advance by the Service Provider, during which disruptions in the provision of services or the complete absence of services may occur. The Service Provider must inform the Service Recipient in advance about the planned maintenance, no later than 5 (five) Business Days before, except in cases where the performance of Planned Maintenance is necessary due to the Parties and their data. For reasons of security or other important reasons, the Service Provider must provide the Service Recipient with information regarding the duration and reasons for Planned Maintenance. Planned Maintenance is not considered disruptions.
1.1.25. Premium Support - an optional Additional Service provided by the Service Provider, where the Service Recipient's queries submitted to the dedicated email address for Premium Support, specified in the Special Conditions, are responded to even on non-Business Days and outside of Business Hours.
1.1.26. Sowtware – information system, PIS module, PIS Self-Service Module, application program interface (API) and any other software used by the Service Provider for the provision of Services.
1.1.27. Account Managing Institutions - banks, credit unions, electronic money institutions, and other financial institutions that manage accounts, the list of which is provided at https://neopay.online/docs/#/?id=bank-list. The Service Provider has the right to unilaterally change the list of Account Managing Institutions. In the event of the removal of Account Managing Institutions from the list of Account Managing Institutions, the Service Provider informs the Service Recipient no later than 10 (ten) calendar days before. In cases where the list of Account Managing Institutions is supplemented with a new Account Managing Institution, the Service Recipient is not informed of such changes.
1.1.28. Successful Settlement - a settlement where in the PIS module, there is an assurance that the Payment Order from the Payer's account has been successfully initiated to the Collection Account.
1.1.29. Collection Account - an account or accounts opened by the Service Provider either in its electronic money institution or in another financial institution, held on behalf of the Service Provider, for the collection of funds received from Payers via the Payment Initiation Service (PIS), the execution of Refunds, and the subsequent transfer of funds to the Designated Account as specified by the Service Recipient. The use of specific Collection Accounts, if more than one is opened, are indicated in the Special Conditions of the Agreement.
1.1.30. Agreement - an agreement between the Service Recipient and the Service Provider regarding various provisions expressed in the General and Special Conditions.
1.1.31. Special Conditions - the part of this Agreement - special conditions.
1.1.32. SWIFT Message - standardized financial communication format sent via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) network. SWIFT messages are received by the Service Provider for handling inquiries, fraud investigations, suspicious transactions, or other relevant financial matters under this Agreement. The Service Provider processes these messages as required to resolve transaction-related issues.
1.1.33. Parties - the Service Recipient and the Service Provider.
1.1.34. Applicable Laws - all applicable provisions of all laws, including, regulations, orders of governmental authorities and all orders and decrees of all courts and arbitrators that are applicable to the Parties, both at the national and EU level.
1.1.35. Adequate Availability of PIS - the availability of the Payment Initiation Service to the Service Recipient for not less than 99 (ninety-nine) percent of the total time of each calendar month, excluding disruptions and other cases where the operation or non-operation of the Service does not depend on the fault of the Service Provider.
1.1.36. Website - the Service Recipient's website on the internet, specified in Section 2 of the Special Conditions of the Agreement, where the Service Recipient's installed PIS module operates.
2. Subject of the Agreement
2.1. By this Agreement, the Service Provider undertakes:
2.1.1. During the term of the Agreement, to ensure the proper operation and maintenance of the PIS module and related Software tools used to provide the Payment Initiation Service, including the technical interface (including the technical interface between the PIS module and the PIS self-service module) on the Service Recipient's Website.
2.1.2. Provide other Additional Services or Additional Functionalities specified in the Special Conditions of the Agreement, if the Parties agree additionally.
2.2. The Service Recipient undertakes to duly and qualitatively settle with the Service Provider for the Services provided in accordance with the procedure and terms stipulated in the Agreement.
2.3. By this Agreement, the Parties agree that the Service Recipient will enable Sellers (its customers who have entered into relevant agreements with the Service Recipient) to sell goods and/or services on the Website. The Payers will settle payments for goods and/or services of the Sellers using the Payment Initiation Service (PIS) provided by the Service Provider.
2.4. The Service Provider shall manage the collection of funds from Payers into the Collection Account and, based on instructions from the Service Recipient, transfer the funds to the Designated Account for subsequent disbursement to the Sellers.
2.5. Upon receiving a Refund request from the Service Recipient, the Service Provider will process Refunds in accordance with the terms and conditions of the Agreement and applicable laws.
3. Rights and Obligations of the Parties
3.1. The Service Provider shall:
3.1.1. To grant the Service Recipient access rights to the PIS module, which requires integration to ensure proper functioning of the PIS self-service module. For clarity, it is noted that the Service Provider only provides the access rights specified in this section to the Service Recipient, while integration between the PIS self-service module and the PIS module is carried out by the Service Recipient with their own resources and funds. The Service Provider ensures that the Service Recipient will be provided with all the necessary information and recommendations for successful integration completion and the operation of the PIS module.
3.1.2. Provide the Service Recipient with the option to choose to use the Additional Functionalities or Additional Services.
3.1.3. To carry out continuous maintenance of the PIS module and the PIS self-service module, and to monitor their operation by systematizing information about unsuccessful PIS transactions.
3.1.4. To inform the Service Recipient by email, as specified in Section 1.2. of the Special Conditions of the Agreement, about disruptions.
3.1.5. To ensure adequate availability of the PIS.
3.1.6. In case of Critical disruptions in the provision of the Payment Initiation Service (PIS), regardless of the cause of such disruptions, to promptly, but not later than within 4 (four) Business Hours during Business Hours and not later than within 8 (eight) hours outside of Business Hours, rectify the fault. In the case of Non-Critical disruptions in the provision of the Payment Initiation Service (PIS), the fault must be rectified within no more than 8 (eight) hours during Business Hours. Individual disruptions are resolved as quickly as possible but no longer than 2 (two) business days. If it is impossible to resolve an individual PIS disruption not due to the fault of the Service Provider, the Service Provider provides information about the reasons for the unsuccessful payment.
3.1.7. To guarantee the service of the PIS module and the PIS self-service module: upon receiving a notice from the Service Recipient regarding the non-functioning or improper functioning of the PIS module or the PIS self-service module, to immediately take necessary actions to rectify the fault if such a fault arises due to the fault of the Service Provider or persons providing services on their behalf. The Parties agree that service and fault rectification services are provided by the Service Provider during its Business Hours, except as provided in Section 3.1.6. of the General Conditions of this Agreement.
3.1.8. Request the Service Recipient to change settings for the technical integration of the Services or provide necessary information to be displayed on the Website regarding the Services. In such cases, the Service Provider shall provide the Service Recipient with the updated instructions.3.1.9. To provide prior notice to the Service Recipient of any changes in the use of the Payment Initiation Service (PIS) or other changes that may affect the Service Recipient, its customers, or the Payer when using the PIS module. The obligation set out in this clause does not apply when such changes are made due to the actions of commercial banks or other financial institutions where the Payers' accounts are held and payments are made.
3.1.10. To cooperate, provide information, proposals, and/or advice to eliminate disruptions in the operation of the PIS module and the PIS self-service module.
3.1.11. Not to apply any fees to the Sellers and/or Payers, except for fees applied by financial institutions managing accounts, unless otherwise agreed by the Parties.
3.1.12. Upon receiving a SWIFT message, promptly process and review the message in order to address fraud-related queries, suspicious transactions, or other financial investigations. The Service Provider shall cooperate with relevant authorities and financial institutions in accordance with the Applicable Laws and provide necessary information for the clarification and resolution of the case.
3.2. The Service Provider must also:
3.2.1. Provide Services in a professional and timely manner, in accordance with the terms and conditions of this Agreement, as well as the highest relevant professional standards and legal requirements.
3.2.2. Act fairly, diligently, and prudently when providing Services, taking into account the interests of the Service Recipient, avoiding any conflicts of interest, and seeking to maximize the benefit to the Service Recipient.
3.2.3. Ensure that the provision of Services does not violate the rights and legitimate interests of other persons, including intellectual property rights.
3.2.4. Assume full responsibility for the quality of the Services provided, except in cases where the quality of the Services deteriorates or it is impossible to provide the Services due to the actions of third parties beyond the control of the Service Provider.
3.2.5. Fully cooperate with the Service Recipient to fulfill the mutual obligations assumed by the Parties under this Agreement.
3.2.6. At the request of the Service Recipient, provide explanations regarding a payment made by the Payer if a dispute arises between the Service Recipient and the Payer regarding the executed Payment Instruction.
3.2.7. Properly and timely perform other obligations arising from this Agreement.
3.3. The Service Recipient shall:
3.3.1. Properly and promptly settle with the Service Provider for the provision of Services specified in this Agreement.
3.3.2. Properly inform the Payer about the transfer of their personal data to third parties.
3.3.3. Upon request of the Service Provider, within 2 (two) business days from the date of the Service Provider's request, provide the Service Provider with the personal data of the Payers necessary for the execution of the Agreement.
3.3.4. In case the Services specified in the Special Conditions of the Agreement are not used within the term specified therein, pay the Service Maintenance Fee of EUR 50.00 (fifty euros) per month.
3.3.5. At the request of the Service Provider, within 5 (five) business days, provide any information and/or documents necessary for the conclusion and execution of this Agreement, including, among other things, those related to Know Your Customer (KYC) obligations, and immediately inform the Service Provider of any changes in such information and/or documents, but no later than within 2 (two) business days.
3.3.6. Keep safe any and all password(s) that are necessary to access or use the Software in order to prevent misappropriation or unauthorised use of the Software. If the Service Recipient believes there has been or will be a misappropriation or unauthorised use of the Software, the Service Recipient shall notify the Service Provider in writing immediately, give the Service Provider all the information in its possession as to the circumstances of any misappropriation or unauthorised use of the Software and take all reasonable steps to assist the Service Provider in any investigation the Service Provider may conduct.
3.3.7. Promptly notify the Service Provider of any changes to the Designated Account details intended for the transfer of funds from the Collection Account.
3.3.8. Ensure that the Website provides relevant, complete, accurate, and transparent information about the Service Recipient, the offered goods and/or services, the main pre-contractual information, and other relevant information.
3.3.9. Ensure that only sales transactions related to the goods or services offered on the Website by the Sellers are submitted, and that the PIS self-service module will only be integrated and operated on the Website.
3.3.10. Ensure that the Service Provider's Privacy policy published on the internet at https://neopay.online/en/privacy-policy.html and the Term of service published on the internet at https://neopay.online/en/term-of-service.html are implemented into the Website following the instructions provided by the Service Provider prior to the start of using the Services, and that the Service Recipient’s clients are properly informed that the Service Provider is a payment services provider.
3.3.11. Ensure that the Refund service under the Agreement shall be used solely for the purpose of refunding the amount paid by the Payers using the Payment Initiation Service for the goods or services provided by the Seller on the Website.
3.3.12. Be solely liable for communicating the process of refunding the amount paid by the Payers. For the avoidance of doubt, the Parties hereby confirm that the Service Provider only executes Services as determined in the Agreement.
3.3.13. Immediately inform the Service Provider about any fraudulent actions related to the purchase of any goods and/or services offered on the Website.
3.3.14. Promptly cooperate with the Service Provider in providing any information or documentation required to process SWIFT messages related to fraud investigations, transaction disputes, or other inquiries.
3.3.15. Accurately communicate, and not misrepresent, to its Payers the nature of the Payment Initiation Services.
3.3.16. Ensure that the Seller is informed and agrees that:
3.3.16.1. The Service Recipient will engage the Service Provider to process, collect, and transfer payments related to the goods or services sold by the Seller on the Website.
3.3.16.2. The Service Provider will have the authority to process payment transactions and execute transfers according to the instructions provided by the Service Recipient, which includes transferring payments from the Collection Account to the Designated Account.
3.3.16.3. The Seller authorizes the Service Recipient to engage the Service Provider to execute payments, refunds, and other financial operations related to the sale of goods or services on the Website, and acknowledges that the Service Provider will act solely on the instructions of the Service Recipient in relation to such operations.
3.4. The Service Recipient also undertakes to:
3.4.1. Fully cooperate with the Service Provider to fulfill the mutual obligations assumed by the Parties under this Agreement.
3.4.2. Follow the instructions of the Service Provider when integrating the PIS self-service module, adapting or changing design (visual) solutions, and, if necessary, installing technical updates to the PIS self-service module.
3.4.3. In case of noticing disruptions or faults in the Payment Initiation Service (PIS), register them by email as specified in Section 1.2. of the Special Conditions of the Agreement.
3.4.4. Properly fulfill other obligations set forth in this Agreement, as well as in other agreements and/or arrangements with the Service Provider.
3.5. The Parties agree that the mandatory elements of the PIS module window, which must be clearly and unambiguously visible to the Payer, are as follows: the payable amount, the consent text provided by the Service Provider. The following data must be left in the formation of the payment instruction: account number, payee, Designated Account number, payable amount, payment purpose. The confirmation window of the payment instruction must contain this information: payee, Designated Account number, payment purpose. In cases where a financial institution managing the accounts charges a separate fee for the Payment Instruction, it is also considered a mandatory element.
3.6. The Parties also agree that, in order for the Service Recipient to change the stylistics of the PIS module window, they must obtain prior written consent from the Service Provider.
3.7. The Parties agree that the Service Provider has the right to place advertising messages of the Service Provider or third parties in the PIS module, which will be visible to the Payers. The Service Recipient confirms that they do not object to this.
3.8. The Service Recipient is prohibited from:
3.8.1. Providing incorrect, false, misleading, and/or incomplete information in the client identification questionnaire, which the Service Recipient must complete for the Service Provider in order to properly implement the requirements of the Law of the Republic of Lithuania on Money Laundering and Terrorist Financing Prevention.
3.8.2. Transmitting or entering data that could contain software viruses or any other codes, files, or programs intended to interfere with, restrict, or damage the functionality of the Software, hardware, or communication equipment, including programs that automatically track, use, or store information contained in or provided by the Software.
3.8.3. Propagating computer viruses or taking other actions that could disrupt the operation, impair, or otherwise damage the Software.
3.8.4. Organizing illegal gambling, trading in tobacco products, alcohol, prescription drugs, narcotic substances and drug-related merchandise, steroids, weapons, pornographic material, unlicensed lotteries, illegal software, or other items/products prohibited by law.
3.8.5. Providing services and other activities of the Service Recipient prohibited by Applicable Laws.
4. Payment Initiation Service Procedure
4.1. The Payment Initiation Service is provided as follows:
4.1.1. The Payer confirms that they are familiar with the Service Provider's privacy policy published on the internet at https://neopay.online/en/privacy-policy.html and agrees to the conditions of providing the Payment Initiation Service published on the internet at https://neopay.online/en/term-of-service.html.
4.1.2. The Payer selects the relevant Account Managing Institution from which they plan to make the payment.
4.1.3. The Payer selects whether they want to use the One-Click Payment functionality or the standard PIS, provided that the Service Recipient has subscribed to the One-Click Payment functionality. If the Service Recipient has not subscribed to this functionality, only the process specified in 4.1.3.1 applies:
4.1.3.1. During standard PIS, The Payer selects the means of identification for accessing the Account Managing Institution, enters the required login information, has the ability to perform actions on behalf of more than one person, selects the relevant authorization (role), and gives consent for the Service Provider to access the Payer's list of accounts;
4.1.3.2. When the One-Click Payment functionality is chosen, then during the first payment, the Payer performs the standard PIS process and agrees to save the necessary payment information for future transactions. For subsequent payments, the Payer does not need to re-enter the login information or re-select the account.
4.1.4. If the Service Recipient chooses to have the Payment Initiation Service (PIS) provided with the Personal Code Verification functionality, the Service Recipient provides the Payer’s personal code to the Service Provider. If the Service Recipient chooses that the Payer should provide their personal code themselves, the Service Provider offers the Payer the option to enter their personal code within the Service Provider’s environment. If the personal code matches, the Payer's personal code or the confirmation of the authenticity of the personal code is presented to the Service Recipient, and the Payment Initiation Service process continues as specified below. Otherwise, the Payment Initiation Service process is terminated, clearly informing the Payer and the Service Recipient of the reason for the suspension of payment initiation.
4.1.5. Upon successful connection of the PIS module to the Payer's Account Managing Institution, a list of the Payer's accounts is provided, except for subsequent payments when the One-Click Payment functionality is chosen. When the Payer selects a payment account, a payment instruction is generated, and the payment is initiated to the Designated Account only after the Payer confirms the payment instruction with the Account Managing Institution's means of identification.
4.1.6. Once the PIS module receives final confirmation of a successfully executed payment, it informs the Service Recipient's information system and the Payer. The Service Recipient is informed via the "Client Side," and a confirmation is simultaneously sent via the "Server Side."
4.1.7. When payments are received in the Collection Account, the Service Provider informs the Service Recipient about the actual receipt of funds for a successfully signed payment instruction via the "Server Side."
4.2. Essential changes to the Neopay integration specification are communicated to the Service Recipients by email at the address specified in the Special Conditions of the Agreement, and the updated and current Neopay integration specification is published on the Service Provider's website at https://neopay.online/docs.
4.3. When the Payer directly initiates the Payment Instruction, their Payment Service Provider is responsible to the Payer for the proper execution of the Payment Transaction. When the Payer's Payment Service Provider knows and can confirm to the Payer and the Service Provider of the payee that the payee's Payment Service Provider has received the amount of the Payment Transaction, the Payee's Payment Service Provider is responsible to the payee for the proper execution of the Payment Transaction and must ensure that the Payer does not incur any losses due to interest paid to or received from the Service Provider.
5. Acquiring of Payment Transactions and Refund Services
5.1. During the provision of Acquiring of Payment Transactions services, the payment transactions initiated by the Payer using Payment Initiation Services provided by the Service Provide shall be transferred to the Collection Account. The Collection Account shall only receive funds originating from Payment Initiation Services provided by the Service Provider and cannot be used for payments collected through any other channels.
5.2. All outgoing funds from the Collection Account shall be restricted to two types of payments:
5.2.1. Transfer of funds to the Designated Account at the frequency specified in the Special Conditions.
5.2.2. Refunds to Payers, processed under the closed-loop principle, whereby refunds can only be executed using the original payment transaction ID from the Payment Initiation Service used for the purchase.
5.3. In the event the Service Recipient requests the Service Provider to proceed with the Refund, the following terms shall apply:
5.3.1. the Service Recipient requesting a Refund shall provide via Software to the Service Provider the original payment transaction ID initiated through the Payment Initiation Service and the Refund amount in a manner agreed between the Parties;
5.3.2. upon receipt of a Refund request from the Service Recipient, the Service Provider shall, no later than the end of the next Business Day, transfer the requested Refund amount to the Payer, provided there are sufficient funds in the Collection Account at the time of the Refund transfer to execute the requested Refund;
5.3.3. in case there are no sufficient funds in the Collection Account to execute the requested Refund, the Service Recipient has the right to deposit the amount required for the Refund into the Collection Account. For the avoidance of doubt, the Parties agree that the Service Provider in any case reserves the right to make a Refund only when there are sufficient funds in the Collection Account.
5.4. The funds that were received in the Collection Account from the Payers shall be deducted a corresponding amount for the requested Refunds and the balance then shall be transferred to the Designated Account specified in the Special Conditions. The transfer of funds to the relevant Designated Account is initiated at the periodicity agreed in the Special Conditions.
5.5. The Service Provider reserves the right to refuse to settle the payment transactions into the Designated Account or execute a Refund if it is prohibited by the Applicable Laws, the transactions relate to goods or services prohibited by the Service Provider’s policies, or does not meet the conditions of the Agreement. The Service Provider shall notify the Service Recipient of such refusal, subject to any restrictions by the Applicable Laws, indicating the reasons for such refusal and the procedure for correcting factual mistakes that led to it where possible.
5.6. In case payment transactions cannot be settled to the Designated Account, or a Refund cannot be executed due to reasons beyond the control of the Service Provider (e.g., inaccurate or incorrect bank account details provided by the Service Recipient, the Designated Account being closed, etc.), the Service Provider must either clarify the details of the indicated Designated Account or provide the details of a new Designated Account where the payment transactions can be settled.
5.7. The Service Provider shall not be liable for the unavailability or operational issues of the Collection Account if such issues are caused by circumstances beyond the reasonable control of the Service Provider (e.g., hardware or software failures, or other technical breakdowns, etc. used by the financial institution). In the event the Collection Account is held at another financial institution, the Service Provider shall not be liable for failures or disruptions in that institution’s systems. However, the Service Provider shall promptly notify the Service Recipient and make reasonable efforts to contact the financial institution to restore the availability of the Collection Account.
6. Settlements between the Parties
6.1. The Service Recipient undertakes to pay the Commission Fee to the Service Provider, according to the Commission Fee provided in the Pricing.
6.2. The fees provided in the Pricing are excluding VAT. In cases where VAT is applicable to the Service Provider, the Service Recipient must additionally pay the applicable VAT amount to the Service Provider, as specified in the invoice issued by the Service Provider.
6.3. The Service Provider undertakes to issue an invoice within 5 (five) calendar days of each month to the Service Recipient for the Services provided, and to provide an invoice by electronic mail specified in paragraph 1.1 of these Special Conditions, indicating the number of Successful settlements, Refunds, SWIFT messages, and other Services and the amount payable by the Service Recipient for the Services provided by the Service Provider. The Service Recipient, after checking the invoice and noticing any discrepancies, must inform the Service Provider about it within 3 (three) business days from receiving the invoice by electronic mail. In case discrepancies are detected regarding the number of Successful settlements and/or the amount payable, the Parties undertake to cooperate and resolve the dispute as soon as possible.
6.4. It is noted that if the Service Recipient does not submit any claims to the Service Provider related to the invoice within 3 (three) business days from the receipt of the invoice, it is considered that the Service Provider properly fulfilled its obligations under the Agreement. In this case, the service recipient undertakes to pay the invoice within 10 (ten) calendar days using the details specified in the invoice.
6.5. It is noted that in cases where the Service Recipient delays in paying invoices for 3 (three) consecutive months, the Service Provider has the right to suspend the provision of services until the accumulated debt is settled.
6.6. Other pricing of the Service Provider is indicated on the website https://www.paskoluklubas.lt/en/page/32/service-fees?hl=en.
6.7. The Parties agree that the Service Recipient will contact the Service Provider regarding questions related to invoices and payments using the contact details specified in the Special Conditions of the Agreement.
7. Intellectual Property Rights
7.1. The Software created by the Service Provider are the result of intellectual activity protected by intellectual property rights. The Service Recipient may use these intellectual property objects only to the extent directly related to the lawful and proper performance of this Agreement. In no case does the Service Recipient have the right to restrict, harm, or otherwise affect the intellectual property rights held by the Service Provider.
8. Provision of Personal Data
8.1. The Parties provide, receive, process, and use personal data in accordance with the laws of the Republic of Lithuania on the legal protection of personal data, the GDPR, and this Agreement.
8.2. For the purposes of this Agreement, the terms "Personal Data," "Data Controller," "Data Processor," "Data Recipient," "Data Processor Assistant," and "Data Subject" have the same meaning as defined in the GDPR.
8.3. The Parties, when fulfilling the obligations provided for in this Agreement, exchange information, which in certain cases includes the personal data of data subjects. The Parties confirm that in cases where one Party discloses the personal data of data subjects to the other Party, each Party is responsible for ensuring that the personal data of data subjects are processed in accordance with all applicable laws, including, but not limited to, the laws of the Republic of Lithuania on the legal protection of personal data and the GDPR.
8.4. The Parties confirm that the Service Recipient and the Service Provider are two separate and independent data controllers of data subjects.
8.5. More information about the processing of personal data is provided in the Service Provider's privacy policy: https://neopay.online/en/privacy-policy.html.
8.6. Each data controller is responsible for the confidentiality and security of personal data from the moment of receipt. In cases where a threat is identified or reasonable suspicions arise about a threat to the confidentiality of personal data, and/or if the Party receiving personal data does not ensure the proper protection of the provided personal data, the Party providing personal data informs the Party receiving personal data about it and has the right to temporarily suspend the provision of personal data. Each data controller assumes full responsibility for its data processors and their subprocessors.
8.7. If one of the data controllers improperly fulfills or violates its obligations related to the processing of personal data under this Agreement or applicable laws, the other data controller has the right to unilaterally terminate the Agreement under Article 11.4.3 of this Agreement and suspend the provision and processing of personal data.
8.8. If this Agreement is terminated, each Party may process or destroy the personal data received (if there is no legal basis for further processing), following the laws of the European Union and the Republic of Lithuania and complying with the obligations of the data controller specified therein.
9. Confidentiality
9.1. The Parties undertake to keep all non-public information received before or during the conclusion or execution of the Agreement confidential and not to disclose it to third parties without the consent of the other Party, except as required by the mandatory laws of the Republic of Lithuania, the legal advisers, consultants, and auditors of each Party.
9.2. The Parties confirm that confidential information must be kept and cannot be disclosed to any third party, regardless of:
9.2.1. the form of its receipt, storage, and (or) transmission (oral, written, electronic, or otherwise);
9.2.2. the person who provided it, whether it was directly learned from the Party or directly or indirectly related to it;
9.2.3. whether the other Party provided confidential information knowingly or by mistake;
9.2.4. other similar circumstances.
9.3. Confidential information does not include:
9.3.1. information that is public according to legal acts;
9.3.2. information that becomes publicly known not due to a breach of the confidentiality obligations under this Agreement or other legal violations;
9.3.3. information that must be disclosed in accordance with the mandatory requirements of the laws, but only to the extent necessary for such disclosure under the relevant laws.
9.4. The Party may disclose confidential information only to the extent and only to its employees, subcontractors, lawyers, legal or tax consultants, auditors, and other specialists who need to know this information for the purpose of executing this Agreement, independent auditing, or dispute resolution related to this Agreement, provided that the individuals mentioned in this section are informed about the nature of such information and are obligated to maintain confidentiality.
9.5. Confidentiality obligations shall apply throughout the term of the Agreement and for 2 (two) years after the expiration of the Agreement.
9.6. The Parties shall immediately inform each other if they become aware of or suspect that confidential information has been disclosed to individuals not authorized to receive it.
9.7. At the written and motivated request of one Party, the other Party shall promptly take the following actions (except in cases where deletion of information is necessary for the Party):
9.7.1. Return confidential information to the other Party or destroy it.
9.7.2. Destroy or permanently delete or instruct the individual to whom confidential information was disclosed to destroy or permanently delete all electronic files, analyses, compilations, research, notes, and other documents containing confidential information or prepared based on confidential information.
9.7.3. Confirm to the other Party in writing the fulfillment of the obligations specified in this Agreement or specify the reasons for refusing to fulfill these obligations.
10. Liability of the Parties
10.1. To the maximum extent permitted by Applicable Laws, the Service Provider is not liable to the Service Recipient or to any third party for any act or omission (including negligence) of the Service Provider that results in any direct or indirect loss (including loss of profits), damage, or inconvenience the Service Recipient suffers because of the Service failure, including any unavailability of the Service, any delays, or any errors. Under no circumstances will the Service Provider be liable to the Service Recipient for any lost sales, revenue, or profit due to any Service failure which results in the Service Recipient being unable to promptly accept payments from the Customers.
10.2. Subject to Clause 10.1.:
10.2.1. The Service Provider will be liable only for its own acts or omissions and not for acts or omissions of third parties. The Service Provider is not responsible for the actions or omissions of banks or the or service providers engaged by the Service Provider, as well as for events or activities that are beyond the Service Provider's control, except for cases where the events occurred due to the Service Provider's intentional inaction or negligence;
10.2.2. In no event shall the Service Provider's total liability, arising out of or in connection with this Agreement during any 12 (twelve) month period, whether such liability arises in contract, tort, or any other legal grounds, exceed the aggregate amount of fees paid by the Service Recipient within that 12 (twelve) month period;
10.3. The Service Recipient shall indemnify and hold the Service Provider harmless from any claim (including reasonable legal fees) brought against the Service Provider by any third party arising out of: (i) the Service Recipient's or its employees' breach of the terms of this Agreement; (ii) the acts or omissions of the Service Recipient; (iii) the Service Recipient's or its employees' breach of Applicable Laws;
10.4. The Service Recipient shall indemnify and hold the Service Provider harmless from any losses related to third-party intellectual property rights infringements, as well as from any other losses, claims, actions, injuries, liabilities, fines, penalties, or expenses (including reasonable legal costs) arising out of or in connection with this Agreement;
10.5. The Service Provider shall not be liable for the goods and/or services of the Service Recipient (e.g., quality of the goods, delivery, etc.), the operation of the Service Recipient’s Website, the content and information contained therein, as well as solving or mediating disputes between the Payers and the Service Recipient.
11. Force Majeure
11.1. In the event of force majeure circumstances, the Parties are relieved of liability for non-performance of this Agreement in accordance with the rules set forth in the Civil Code of the Republic of Lithuania or other rules that replace the rights and obligations of the Parties during the validity of the Agreement. If force majeure circumstances last for more than 30 (thirty) consecutive calendar days, either Party has the right to terminate the Agreement by notifying the other Party at least 10 (ten) calendar days in advance.
12. Representations and Warranties of the Parties
12.1. Each Party hereby represents and warrants to the other Party that:
12.1.1. the Party is lawfully established and legally operating under the Applicable Laws of the country of its incorporation and has the power and authority to carry on the Party’s business;
12.1.2. the Party has all the rights and necessary to conclude this Agreement and to implement all the obligations assumed by this Agreement throughout the validity period of the Agreement;
12.1.3. the Party has taken all legal actions required to properly enter into and give effect to this Agreement and has obtained all permits and licences required by law and has the employees required for the delivery or receipt of the Services;
12.1.4. neither the execution of this Agreement nor compliance by the Parties with the obligations assumed hereunder is in conflict with, or results in a breach or violation of, any of the terms and provisions of (i) any decision, judgement, order, decree or instruction or injunction of any court, public or municipal authority to which the Parties are subject; (ii) any agreement or any other transaction to which the respective Party is a party; or (iii) any law or other regulation applicable to the Parties; (iv) the rights and lawful interests of the creditors or shareholders of the Parties.
13. Validity, Amendment, Suspension, and Termination of the Agreement
13.1. The Agreement come into force from the date of signing the Special Conditions of the Agreement and is valid indefinitely. The Service Provider has the right to unilaterally amend the Agreement. The Service Provider must inform the Service Recipient of such changes, which worsen the position of the Service Recipient (e.g., Commision Fee increases), no later than 60 (sixty) calendar days before the effective date of the changes. For changes that do not worsen the position of the Service Recipient, the Service Provider has the right to inform the Service Recipient without adhering to the deadlines specified in this clause. The Service Recipient may agree to or reject these changes before the proposed effective date of the changes. It is considered that the Service Recipient agrees with these changes and they come into effect on the specified effective date if the Service Recipient does not notify the Service Provider of disagreement before the effective date of the changes. If the Service Recipient disagrees with the above-mentioned changes proposed by the Service Provider, the Service Recipient has the right to terminate the Agreement in the manner specified in this Agreement by notifying about the termination of the Agreement before the date on which such changes are to take effect. If the Service Recipient does not exercise the right to terminate the Agreement before the changes come into effect, it is considered that the Service Recipient agrees with the changes made by the Service Provider.
13.2. The start date of the Agreement is specified in the 5.1.1. clause of the Special Conditions of the Agreement.
13.3. The Service Provider has the right to suspend the provision of Additional Functionalities or Additional Services (excluding Premium Support) by submitting a unilateral written statement to the Service Recipient no less than 60 (sixty) calendar days in advance. The Service Recipient has the right to terminate the Agreement in the manner specified in this Agreement by notifying about the termination of the Agreement before the date on which the provision of the selected Additional Functionality or Additional Service is suspended. The Service Recipient also has the right to discontinue the use of Additional Functionalities or Additional Services (excluding Premium Support) by informing the Service Provider in writing at least 60 (sixty) calendar days in advance and signing an appendix to the Agreement.
13.4. If opted for, Premium Support is provided for a 6-month period with an automatic renewal for the same period. The exact start date will be the signing of the Special Conditions if Premium Support is ordered, unless otherwise specified in the Special Conditions. The Service Recipient must notify the Service Provider in writing at least 30 (thirty) calendar days before the end of any 6-month period if they wish to opt-out of the Premium Support service. If no such notice is provided, the service is automatically extended for another 6-month period. If the service is canceled and later reactivated, a new 6-month cycle will begin. The Service Provider has the right to suspend the provision Premium Support service by submitting a unilateral written statement to the Service Recipient no less than 30 (thirty) calendar days in advance.
13.5. The Agreement may be terminated by mutual written agreement of the Parties.
13.6. The Parties have the right to unilaterally terminate this Agreement without appealing to court by notifying the other Party thereof in writing 30 (thirty) calendar days in advance. The Parties confirm their understanding that termination of the Agreement according to this clause can be done in absence of the Agreement's violation, i.e., the Parties terminating the Agreement as per this clause have a right not to indicate any of the reasons for the Agreement's termination.
13.7. The Service Provider has the right suspend the provision of the Services (in full or partially) immediately upon written notice to the Service Recipient if: 13.7.1. The Service Recipient violates the obligations specified in clauses 3.3.5 and 3.8;
13.7.2. Upon request, the Service Recipient fails to provide evidence and/or documents proving the legal basis and/or origin of the funds or other assets involved in the transaction;
13.7.3. The Service Recipient’s business risk level can no longer be considered acceptable to the Service Provider based on internal risk assessments or external regulatory considerations;
13.7.4. The Service Recipient breaches any of the Applicable Laws requirements, including but not limited to those related to anti-money laundering or counter-terrorism financing;
13.7.5. The Service Recipient fails to implement the required Terms of service and Privacy Policy on the Website as stipulated in Clause 3.3.10., which is necessary for compliance with Applicable Laws or regulatory requirements;
13.7.8. The Service Recipient’s place of business changes, and the Service Provider does not provide services in that area, or such a change creates increased risk for the Service Provider;
13.7.9. The Service Recipient submit transactions for goods and/or services that are not offered for sale on the Website, or submit transactions for goods and/or services sold on another person’s website, in breach of this Agreement;
13.7.10. The Service Recipient and its governing bodies, ultimate beneficiaries or individuals to whose benefit funds are transferred and/or from whom funds are received, are directly or indirectly subject to sanctions imposed by the EU, the United Nations, or other organizations, which are implemented by the Service Provider;
13.7.11. The Service Recipient’s business is or has been targeted by a person engaged in fraudulent activity, whether with or without the Service Recipient’s knowledge;
13.7.12. In the Service Provider’s reasonable opinion, the processing of the Service Recipient’s transactions exposes the Service Provider to risk, including but not limited to compliance, operational, reputational, and money laundering and/or terrorist financing risks;
13.7.13. The Service Recipient engages in conduct that exposes the Service Provider to potential fines or penalties imposed under Applicable Laws;
13.7.14. The Service Provider is required to suspend services by Applicable Laws, or a financial regulator (e.g., Bank of Lithuania, Financial Conduct Authority) mandates such action;
13.7.15. The Service Provider has concerns about the Service Recipient’s solvency or if the Service Recipient becomes insolvent, is subject to any form of insolvency administration, or a resolution is passed or an order is made for winding up;
13.7.16. In all other cases when there are reasonable suspicions that the activities of the Service Recipient may violate the rights and legitimate interests of the Service Provider and/or other service recipients and may cause them losses.
13.8. If the Service Recipient fails to remedy the breaches indicated in Clause 17.7. and/or fails to fulfill its obligations as set out in Section 3 within 7 (seven) Business Days of receiving notice from the Service Provider requiring it to do so, the Service Provider has the right to unilaterally terminate this Agreement with immediate effect and notify the Service Recipient in writing. If the breach cannot be remedied, the Agreement may be terminated immediately after the breach in Clause 13.7. and/or Section 3 is identified.
13.9. The term indicated in Clause 13.8. may be extended at the Service Provider’s discretion if reasonable circumstances justify such an extension.
13.10. Upon suspension or termination of this Agreement, the Service Provider is not liable for any losses incurred by the Service Recipient or its clients due to the suspension or termination of Service provision.
13.11. The expiration (termination) of the Agreement does not affect the validity of the Agreement's conditions, which, by their nature and logic, continue to apply even after the expiration (termination) of the Agreement. These conditions remain in force until they are fully and properly fulfilled.
13.12. Upon termination (cessation) of the Agreement (Agreements), the Parties must fulfill all obligations arising under the Agreement until the termination (cessation) of the Agreement.
13.13. Upon termination of the Agreement, the Service Recipient shall immediately remove all information related to the Services in the relevant Service Recipient’s Website.
14. Out of Court Complaint and Remedial Action Procedures
14.1. Where the Service Recipient is not satisfied with the Services, the Service Recipient can initiate a complaints procedure by contacting the Service Provider directly at support@neopay.online, detailing the nature of its complaint and providing all relevant information. To ensure that the Service Recipient's complaint is resolved as soon as possible, the Service Recipient should outline any steps it would like the Service Provider to take in addressing the issue.
14.2. Once a complaint has been received, the Service Provider will acknowledge it and aim to resolve it as quickly as possible. The length of time will depend on the nature of the issues reason for delay and outline the next steps.
14.3. If the Service Recipient has received an offer of remedial action from the Service Provider in response to a complaint, the Service Recipient has submitted, and if the Service Recipient considers it to be acceptable, the Service Recipient should let the Service Provider know so that the Service Provider can comply promptly with it.
14.4. If the Parties fail to settle the complaint and/or the dispute within 15 (fifteen) business days of its origin (except in the cases when due to reasons beyond the control of the Service Provider it is not possible to settle the complaint and/or the dispute within 15 (fifteen) business days of its origin, the deadline may be extended up to 35 (thirty-five) business days if the Service Provider provides the Service Recipient with reasonable grounds for the delay), then either Party is entitled to refer the complaint and/or the dispute to a court as per Section 15 of the Agreement.
15. Applicable Law. Dispute Resolution Procedure
15.1. The Agreement is concluded, applicable to it, and must be interpreted and construed in accordance with the laws of the Republic of Lithuania.
15.2. All disputes and disagreements arising between the Parties are resolved through mutual negotiations. If the Parties fail to resolve the dispute amicably, it shall be settled in court in accordance with the procedure established by the laws of the Republic of Lithuania.
16. Notifications
16.1. All notifications and exchanges of information between the Parties under this Agreement must be made in writing and shall be considered properly made if sent by the Party's email address specified in the Special Conditions of the Agreement.
16.2. A notification sent by email is considered delivered on the same Business Day if sent before 16:00 (4:00 PM) or on the next Business Day if sent after 16:00 (4:00 PM) or on a non- Business Day.
16.3. The Parties must immediately, but no later than within 5 (five) Business Days, inform each other of any changes in their details. If a Party fails to perform this obligation, all notifications/other actions sent to the Party are considered properly delivered/performed based on the last known details of the Party.
16.4. In the event of a dispute with a data subject or the State Data Protection Inspectorate of the Republic of Lithuania or one of the Parties or both Parties receiving a claim regarding the processing of personal data, the Parties shall immediately inform each other of any disputes or claims and cooperate in order to resolve them amicably and promptly.
16.5. The Service Provider must immediately, but no later than by the end of the next Business Day, inform the Service Recipient about any suspected or committed fraud by other individuals or threats to the Payment Service security by providing a notification by email, telephone, or by any other secure and most appropriate means at the time.
17. Final Provisions
17.1. The invalidity of any provision or part of this Agreement does not automatically invalidate the remaining provisions of the Agreement. If any provision of the Agreement is or becomes invalid or partially valid due to its inconsistency with legal requirements, the Parties must promptly take all reasonable measures to replace such provision, while preserving the essence and meaning of both the previous provision and the Agreement itself, and also take all reasonable measures to avoid any negative consequences for the Parties.
17.2. This Agreement is concluded by the Parties by signing the Special Conditions of the Agreement with electronic signatures, by signing and exchanging scanned copies of the Special Conditions of the Agreement by email, or by signing the Special Conditions of the Agreement with original signatures of the Parties. All signing methods have equal legal force. If the Special Conditions of the Agreement are signed in a different way than with electronic signatures, a contract administration fee of EUR 50.00 (fifty euros) applies to the Service Recipient.
17.3. All appendices to the Agreement signed by any of the methods specified in Clause 17.2 of the Agreement, including, but not limited to, the Special Conditions of the Agreement, have equal legal force.
17.4. The terms used in this Agreement may also be used in any Appendix to the Agreement and shall have the same meaning as specified in the Agreement, unless otherwise indicated in the Appendices to the Agreement.15.5. The general conditions the Agreement are constantly updated and published on the website: .
15.6. Amendments to the general conditions of the Agreement shall enter into force upon their publication on the website: https://neopay.online/lt/payment-service-contract-terms.html. Changes to the general conditions of the Agreement are also notified by email, as specified in Article 1.1 of the Special Conditions of the Agreement.
17.7. The general conditions of the Agreement and the Special Conditions, as well as any other document agreed upon by the Parties in order to execute this Agreement, constitute integral parts of the Agreement.
17.8. By agreeing to the general conditions of this Agreement, the Service Recipient expresses their consent by signing the Special Conditions of the Agreement.
