1. Definitions
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
1.2. GDPR - General Data Protection Regulation (EU) 2016/679.
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.
1.4. Working 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 1.3, 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.
1.5. 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.
1.6. 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.
1.7. 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.
1.8. 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, a monthly service fee, and any fee, including for 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.
1.9. PIS Module - an information system managed by the Service Provider, which is used to provide Payment Initiation Services.
1.10. 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 to the Service Recipient and/or its client for goods and/or services purchased. Information received directly from the Payer and the Service Recipient and/or its client's website is processed in the PIS self-service module environment.
1.11. Payment Order - the instruction of the payer to execute a payment transaction by their payment service provider.
1.12. Payer - a natural or legal person intending to purchase goods and/or services on the Website, for which funds would be transferred to the Service Recipient using the PIS self-service module or other payment solutions.
1.13. 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.
1.14. 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.
1.15. 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.
1.16. 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.
1.17. Service Recipient - a natural or legal person entering into this Agreement with the Service Provider for the provision of Services.
1.18. 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.
1.19. Individual Disruptions - disruptions where specific Payers cannot use the PIS for individual reasons.
1.20. 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.
1.21. 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 Working Hours.
1.22. 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.
1.23. Successful Settlement - a settlement where in the PIS module, there is an assurance that the Payment Order from the Payer's account to the Service Recipient has been successfully initiated to the account of the Service Recipient and/or its client.
1.24. Agreement - an agreement between the Service Recipient and the Service Provider regarding various provisions expressed in the General and Special Conditions.
1.25. Parties - the Service Recipient and the Service Provider.
1.26. 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.
1.27. Website - the Service Recipient's and/or the Service Recipient's client'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 its customers, who have entered into relevant agreements with the Service Recipient, to sell goods and/or services on the Website when the Payers settle for the goods and/or services of the Service Recipient's customers using the Payment Initiation Service provided by the Service Provider.
3. Rights and Obligations of the Parties
3.1. The Service Provider undertakes:
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 or the Service Recipient's customer 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. At the request of the Service Recipient, to compensate the direct losses incurred by the Service Recipient due to the non-functioning or improper functioning of the Payment Initiation Service (PIS) caused by the fault of the Service Provider or a third party engaged by them. Clarifying the provisions of this paragraph, the Parties confirm and agree that the Service Provider shall not, in any case, be obliged to compensate for the indirect losses of the Service Recipient (including, but not limited to, lost profits).
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 Service Recipient's customers and/or Payers, except for fees applied by financial institutions managing accounts, unless otherwise agreed by the Parties.
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 undertakes to:
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.
3.4. 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 recommendations 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, payee's account number, payable amount, payment purpose. The confirmation window of the payment instruction must contain this information: payee, payee's 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 PIS module or its hardware, software, or communication equipment, including programs that automatically track, use, or store information contained in or provided by the PIS module.
3.8.3. Propagating computer viruses or taking other actions that could disrupt the operation, impair, or otherwise damage the PIS module.
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:
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 Payee's 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. Only in cases where the Service Recipient receives payments to an IBAN account opened by the Service Provider, meaning the Service Recipient has opened an electronic money account with NEO Finance, AB, within two minutes of successfully initiating a PIS transaction, electronic money is released to the Service Recipient, which they can use from the moment of crediting to the account.
4.1.8. When the Service Recipient receives payments to an IBAN account opened by the Service Provider, 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. It is emphasized that the Service Provider, when providing the Payment Initiation Service, does not hold the funds of the Payer at any time, except in cases where a NEO Finance, AB account opened in the name of the Payer is used.
4.3. 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.
4.4. The Service Recipient must notify the Service Provider in writing of unauthorized or improperly executed Payment Transactions, as well as any other errors, discrepancies, or inaccuracies in the statement. The notification must be submitted without delay (within 5 (five) business days from the date of becoming aware of the circumstances mentioned in this paragraph) and, in any case, no later than within 60 (sixty) calendar days from the day when the Service Provider, in the opinion of the Service Recipient, performed an unauthorized Payment Transaction or improperly executed a Payment Transaction.
4.5. If the Service Recipient is a consumer or a natural person engaged in economic, commercial, or professional activities, they must notify the Service Provider in writing of any unauthorized or improperly executed Payment Transactions immediately (within the deadline set out in Clause 4.4) and in any case no later than within 13 (thirteen) months from the date of debiting the Funds from the Account. These terms do not apply when the Service Provider has not provided information about such unauthorized or improperly executed Payment Transaction to such Service Recipient or has not provided conditions for them to familiarize themselves with in the Terms, Service Terms, or Agreement. If the Service Recipient is not a consumer or a natural person engaged in economic, commercial, or professional activities, the Service Recipient must notify the Service Provider in writing of unauthorized or improperly executed Payment Transactions within the deadline set out in Clause 4.4.
4.6. By the deadlines set out in Clauses 4.4 - 4.5 or upon receiving the relevant Service Recipient's (Payer's) Notification or determining that the Payment Transaction was not authorized by the Service Recipient, the Service Provider shall immediately, no later than by the end of the next business day, return the amount of the unauthorized Payment Transaction to the Service Recipient and, where applicable, restore the balance of the Account from which such amount was debited, which would have been if the unauthorized Payment Transaction had not been executed, except in cases where the Service Provider has reasonable grounds to suspect fraud. The Service Provider also ensures that the Payer does not incur any losses due to interest paid to or received from the Service Provider.
4.7. 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.
4.8. When the Company, acting as the Client's (Payer's) Payment Service Provider, incurs liability under Clause 4.7, it shall immediately return to the Payee (Payer) the amount of the unexecuted or improperly executed Payment Transaction or restore the balance of the Account from which such amount was debited, which would have been if the improperly executed Payment Transaction had not been executed.
5. Settlements between the Parties
5.1. The Service Recipient undertakes to pay the Commission Fee to the Service Provider, according to the Commission Fee provided in the Pricing.
5.2. 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.
5.3. The Commission Fee for PIS indicated in the Pricing applies only when the Payer's funds are transferred to the Payee's opened bank account(s) at other Account Managing Institutions. If the Service Recipient wishes to receive the Payer's funds into an account opened by the Service Provider, the transaction cost increases by 0.02 EUR (two euro cents).
5.4. If funds are received into an account opened by the Service Provider, the Service Recipient cannot hold an amount exceeding EUR 100,000.00 (one hundred thousand euros) in this account.
5.5. 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 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.
5.6. 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.
5.7. 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.
5.8. Other pricing of the Service Provider is indicated on the website https://www.paskoluklubas.lt/en/page/32/service-fees?hl=en.
5.9. 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.
5.10. In cases where the NEO Finance, AB account is used for the provision of PIS services, no later than at the beginning of each calendar year, the Service Recipient is provided free of charge with a summary of the commission fees related to the payment account, as provided for in Article 62(1) of the Law on Payments of the Republic of Lithuania and the Joint Payment Services Agreement between the Service Recipient and NEO Finance, AB.
6. Intellectual Property Rights
6.1. The PIS Module created by the Service Provider and all related software 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.
7. Provision of Personal Data
7.1. 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.
7.2. 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.
7.3. 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.7.4. The Parties confirm that the Service Recipient and the Service Provider are two separate and independent data controllers of data subjects.
7.5. More information about the processing of personal data is provided in the Service Provider's privacy policy: https://neopay.online/en/privacy-policy.html.
7.6. 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.
7.7. 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.
7.8. 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.
8. Confidentiality
8.1. 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.
8.2. The Parties confirm that confidential information must be kept and cannot be disclosed to any third party, regardless of:
8.2.1. the form of its receipt, storage, and (or) transmission (oral, written, electronic, or otherwise);
8.2.2. the person who provided it, whether it was directly learned from the Party or directly or indirectly related to it;
8.2.3. whether the other Party provided confidential information knowingly or by mistake;
8.2.4. other similar circumstances.
8.3. Confidential information does not include:
8.3.1. information that is public according to legal acts;
8.3.2. information that becomes publicly known not due to a breach of the confidentiality obligations under this Agreement or other legal violations;
8.3.3. 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.
8.4. 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.
8.5. Confidentiality obligations shall apply throughout the term of the Agreement and for 2 (two) years after the expiration of the Agreement.
8.6. 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.
8.7. 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):
8.7.1. Return confidential information to the other Party or destroy it.
8.7.2. 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.
8.7.3. 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.
9. Liability of the Parties
9.1. 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.
9.2. Subject to Clause 9.1.:
9.2.1. 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;
9.2.2. 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;
9.3. 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;
9.4. 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;
9.5. 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.10. Force Majeure
10.1. 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.
11. Representations and Warranties of the Parties
11.1. Each Party hereby represents and warrants to the other Party that:
11.1.1. 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;
11.1.2. 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;
11.1.3. 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;
11.1.4. 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.
12. Validity, Amendment, Suspension, and Termination of the Agreement
12.1. 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.
12.2. The start date of the Agreement is specified in the 5.1 clause of the special conditions of the Agreement.
12.3. 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.
12.4. The Agreement may be terminated in one of the ways specified below:
12.4.1. By mutual written agreement of the Parties.
12.4.2. Unilateral written notice without specifying reasons, submitted to the other party no less than 60 (sixty) calendar days in advance;
12.4.3. If either party materially breaches the Agreement and does not remedy such breach within 7 (seven) working days from the date of receipt of a written notice from the injured party containing reasoned and justified demand to remedy it, the injured party acquires the right to unilaterally terminate the Agreement by notifying the other party, which has not remedied the essential breach of the Agreement, of the fact of termination. The Agreement shall be considered terminated from the moment of receipt of the notification.
12.5. 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.
12.6. 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.
12.7. In the cases specified below, the Service Provider has the right to suspend and/or terminate the provision of the PIS without prior notice, if:
12.7.1. The Service Recipient violates the obligations specified in clauses 3.3.5 and 3.8;
12.7.2. There are reasonable suspicions that the activities of the Service Recipient and/or the Service Recipient's client are inconsistent with the requirements of the legislation (fraud, identity theft, money laundering, financing of terrorism, or other activities prohibited by law);
12.7.3. 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;
12.7.4. 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.
12.8. Upon termination (cessation) of the Agreement (Agreements), the Parties must fulfill all obligations arising under the Agreement until the termination (cessation) of the Agreement.
12.9. Upon termination of the Agreement by the Service Recipient, for which the NEO Finance, AB payment account was used for execution, the Service Recipient, in accordance with Article 15(6) of the Republic of Lithuania Law on Payments, has the right to receive, free of charge, information about payment transactions executed on the Service Recipient's payment account during the last 36 months, and if less than 36 months have passed since the effective date of the Agreement, for the entire term of the Agreement.
13. Applicable Law. Dispute Resolution Procedure
13.1. The Agreement is concluded, applicable to it, and must be interpreted and construed in accordance with the laws of the Republic of Lithuania.
13.2. 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.
14. Notifications
14.1. 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.
14.2. A notification sent by email is considered delivered on the same working day if sent before 16:00 (4:00 PM) or on the next working day if sent after 16:00 (4:00 PM) or on a non-working day.
14.3. The Parties must immediately, but no later than within 5 (five) working 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.
14.4. 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.
14.5. The Company must immediately, but no later than by the end of the next working 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.
15. Final Provisions
15.1. 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.
15.2. 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.
15.3. All appendices to the Agreement signed by any of the methods specified in Clause 15.2 of the Agreement, including, but not limited to, the special conditions of the Agreement, have equal legal force.
15.4. 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: https://neopay.online/en/payment-service-contract-terms.html.
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.
15.7. 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.
15.8. By agreeing to the general conditions of this Agreement, the Service Recipient expresses their consent by signing the Special Conditions of the Agreement.
