1. Concepts used in the contract
1.1. Capitalized terms in this Agreement have the following meanings:
1.1.1. Agreement - this agreement on the funds disbursement service, which defines the terms and conditions of the additional service provided by the Service Provider, providing the funds disbursement service through the System or Neopay Gateway;
1.1.2. Party – NEO Finance and/or the Client.
1.1.3. NEO Finance or the Service Provider - "NEO Finance", AB (legal entity code 303225546, registered office address Ukmerges st. 126, LT-08100, Vilnius, Republic of Lithuania, phone 8 700 80075, e-mail info@paskoluklubas.lt , website www.paskoluklubas.lt; Electronic money institution license No. 7, issued on January 5, 2017, the institution that issued the license and supervises it is the Bank of Lithuania, code 188607684, address Žalgirio st. 90, Vilnius, e-mail address pt@lb.lt , phone number (8 5) 268 0501, www.lb.lt; data about NEO Finance is collected and stored in the Register of Legal Entities of JV "Registrų centras". All payment services will be provided exclusively by NEO Finance, AB.
1.1.4. The client or Services recipient - the Agreement with Services provider because of Services having made juridical or physical person
1.1.5. User - the Client or the Client's representative, who, according to the Agreement, acts on behalf of the Client using the Neopay Gateway and/or the System to perform Transactions and is responsible for the safe use of security measures and non-disclosure under the conditions stipulated in the Agreement.
1.1.6. The recipient is a physical person or juridical person , other organization or her division , which Payment in the instruction indicated how Payment operations funds recipient .
1.1.7. Pricing – the Commission fees determined by the Service Provider, as specified in the Pricing section of the Special Terms of the Agreement.
1.1.8. 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 Payment operation by the Service Recipient using the Neopay Gateway, and the payouts administrative cost (PAC).
1.1.9. Payment instruction - of the Payer or Recipient instruction ( payment order ) of your Payment Services to the provider to fulfill Payment operation .
1.1.10. Payment operation or Operation - the disposal of funds (including, but not limited to, Payment orders, payment refunds and payment transfers) and the exchange of information (including, but not limited to, the statement of payment transfer status, which NEO Finance allows to be carried out through the Neopay Gateway channel in accordance with the Agreement and other relevant agreements).
1.1.11. Payment service - Payment operations , incl funds available payment in the account opened payment services user , customer , payment services provider or another payment services provider institution , transfer : credit transfers , incl periodic transfers ; payment measures issuing and ( or ) received payments processing ; payment initiation services ; bills information services .
1.1.12. Payment - any payment a measure that the System allows to link with NEO Finance Account and her to use Payment operations perform.
1.1.13. The payer is a natural person or juridical person , other organization or her division , which have payment account and allows to carry out payment instruction from those payment bills or when there is none payment account , which submits Payment instruction .
1.1.14. NEO Finance Account or The account is the Client's on behalf of In the system opened the account is used for settlements and to others Payment operations to carry out through available Customer channels: System or Neopay Gateway .
1.1.15. The system is software solution located in NEO Finance informational in the system which developed by NEO Finance and used by NEO Finance Payment services for submission .
1.1.16. Neopay Gateway is a software solution in the System belonging to NEO Finance, which is developed by NEO Finance and used for the provision of NEO Finance services or the execution of Transactions through a secure electronic channel.
1.1.17. The service is provided by NEO Finance funds payout service provided by NEO Finance Payment service and any another provided by NEO Finance service through Neopay Gateway.
1.1.18. Account - Registration in NEO Finance information in the system the result of which years are recorded registered person data is provided to him registration name , its rights are defined in the system.
1.1.19. Password ( Passwords ) - any In the system created of the client code or NEO Finance for the Client submitted code for access to Accounts and ( or ) NEO Finance Accounts or separate NEO Finance provided Services for initiation , confirmation and ( or ) management , Payment operations for authorization , approval or for receiving
1.1.20. Payment confirmation means - a secure digital signature that identifies the Customer and signs Payment transactions after initiating the Payment order through the Neopay Gateway channel and/or additionally through the System following the technical description.
1.1.21. Identification means - the result of registration in the information system to ensure security, data is transmitted through the Neopay Gateway channel, during which the Customer's data is recorded and he is provided with electronic means for data encoding and sending. The result is a combination of letters, numbers or symbols that NEO Finance provides to the User or Client of the payment services and which uniquely identifies the Client of the payment services participating in the Payment Transaction (or his/her payment account used in the Payment Transaction).
1.1.22. Technical specification - a document that defines the specific technical and other requirements of Neopay Gateway . The document is published on the NEO Finance website.
1.1.23. Scheduled works are from in advance Services provider to foresee planned works of which years are possible Services provision disorders or complete Services non-delivery . Services the provider about expected Scheduled jobs Services recipient must to inform from sooner rather than later how 5 ( five ) business days ago , except cases where the Plan works performance is necessary because of Countries and their data security or others important ones reasons. Services the provider Services to the recipient must to submit information about Scheduled works duration and the reason Scheduled works there is no considered disorders .
1.2. Other terms not defined in this section of the General Part must be understood as defined in other agreements concluded by the Service Provider with the Service Recipient, including the provided direct and/or indirect references to the applicable legislation.
2. Subject matter of the agreement
2.1. In the Agreement, the Parties agree that the Service Provider will provide the Service to the Service Recipient under the conditions stipulated in the Agreement, and the Service Recipient will properly comply with its obligations under the Agreement during its validity period.
3. Terms of service
3.1. Before starting to use the services specified in the NEO Finance Agreement, the Client must be registered in the System. NEO Finance has the right not to provide NEO Finance services to a new Client without giving reasons, but NEO Finance ensures that refusal of registration will always be based on important reasons, which NEO Finance is not obliged or entitled to disclose.
3.2. The Customer's registration in the System means the Customer's confirmation that he agrees with the terms and conditions of the Account Opening Agreement with Neo Finance AB and undertakes to comply with them during the entire period of validity of this Agreement.
3.3. The Customer has the right to grant access to the Users to use the Neopay Gateway and the System on behalf of the Customer, including the initiation, management or confirmation of Transactions or Services, the Identification Tool or any rights and measures to ensure security.
3.4. The Customer must check the content of the Transactions and is fully responsible for its correctness. When using third-party integration services, the responsibility rests with the Customer.
3.5. NEO Finance has the right to suspend the use of the Neopay Gateway channel if it is necessary to perform planned work or unplanned, but necessary, maintenance work and to ensure the requirements set by law.
3.6. NEO Finance has the right not to execute the Customer's Payment order when it is submitted through the System or Neopay Gateway and does not meet the technical requirements or an inappropriate means of identification is used. Neo Finance also has the right not to execute the Customer's Payment order if there are suspicions about the identity of the Customer or User and the origin of the funds.
3.7. NEO Finance may share information about the Customer Agreement and all related information with a third party providing integration services.
3.8. NEO Finance does not carry out any Transactions that are confirmed with an invalid or inappropriate Identification Means or Payment Confirmation Means.
3.9. NEO Finance carries out all Operations under the conditions stipulated in the Agreement.
3.10. NEO Finance is not responsible if the Payment Order does not reach NEO Finance for reasons beyond its control.
3.11. NEO Finance is not responsible for any disruptions in electronic communication networks and systems provided to the Service Recipient by third parties. Also, NEO Finance is not responsible for failure to fulfill its obligations due to force majeure circumstances or other reasons beyond NEO Finance's control.
3.12. If the Client or User denies authorizing the executed Payment Transaction or claims that the Payment Transaction was executed improperly, the Client has the responsibility to prove that he did not authorize such Transaction or it was executed improperly.
4. Technical requirements
4.1. The customer can use the Neopay Gateway for operations only after integration in his information system in accordance with the Technical Specification, which is publicly published on the Neo Finance Neopay website .
4.2. NEO Finance may update the Neopay Gateway Technical Specification, which is publicly available, after notifying the Client in writing of the changes and setting a reasonable period for making updates to the Client's system, when such are necessary according to the updated Technical Specification. The Customer organizes the necessary updates at his own expense.
4.3. The Customer must ensure the security of Passwords, Identification Means and Payment Confirmation Means, as well as the integrity and confidentiality of data exchange.
4.4. The customer ensures the confidentiality of the information system used and the protection of stored information and data. Also liable for all direct losses incurred by Neo Finance if it violates this provision of the Agreement.
4.5. In the event that the Customer does not comply with the technical and/or security requirements set forth in the Neo Finance Agreement and other related agreements concluded between the Customer and Neo Finance, including non-compliance with the requirements for usage limits, this will be considered a violation of the terms of the Agreement due to gross negligence.
5. Responsibilities of the service provider
5.1. When performing the Services, as agreed in this Agreement and the annexes, the Service Provider must:
5.1.1. ensure the proper provision of Services and provide the Service Recipient with access to the software solution that is used to provide the Services;
5.1.2. not to limit the time of the Service Recipient's use of the Services;
5.1.3. comply with the data protection requirements established in the Agreement and in the legal acts of the Republic of Lithuania and the European Union;
5.1.4. cooperate with the Service Recipient in fulfilling the obligations set forth in this Agreement;
5.1.5. not to violate the requirements of the legal acts of the Republic of Lithuania in fulfilling the obligations set out in the Agreement;
5.1.6. immediately inform the Service Recipient of any circumstances that prevent or may prevent the Service Provider from providing the Services within the terms and procedures set forth in the Agreement;
5.1.7. if, during the validity period of the Agreement, the functionality of the Services provided by the Service Provider is disrupted through no fault of the Service Provider and additional work is required to restore the functionality, after informing the Service Recipient before a reasonable period of time;
5.1.8. to implement other obligations set out in the Agreement.
5.2. The service provider has the right to use third parties to perform its functions. In this case, the Service Provider assumes responsibility for such persons.
6. Responsibilities of the recipient of services
6.1. The service recipient must:
6.1.1. cooperate with the Service Provider in fulfilling the obligations set forth in this Agreement;
6.1.2. immediately inform the Service Provider about identified deficiencies in the Service's software solution or System;
6.1.3. make reasonable efforts so that persons authorized by the Service Recipient, who use the System or the Neopay Gateway channel and other means, do not disclose Passwords and do not violate other security requirements;
6.1.4. timely pay the price determined in the Special Part of this Agreement for the Services provided;
6.1.5. to implement other obligations set out in the Agreement.
7. Execution of operations
7.1. Users can perform Operations , not exceeding of the client determined of the user rights and limits . In addition, Users performed For operations apply In the contract to establish or In the system to determine limits if such is to determine
7.2. Neo Finance all Operations performs Account opening in the contract provided conditions and order within the terms specified in Neo Finance Payment services provision contract in the conditions and Provision in the rules .
7.3. Neo Finance is not responsible if Payment instruction because of Operations does not reach Neo Finance due to independent of Neo Finance reasons ( eg of the client or of the user operation or inactivity , due to connection disorder , due to originating technical disorders and etc.).
7.4. The client must to follow of the contract and Technical specifications regulations and ensure that their would be followed by the User.
8. Limits
8.1. The client have right In the contract to determine money the limits of which not exceeding to everyone For users per day and / or a month is allowed perform Operations in all of the client specified In accounts . The client have right change limits by changing concluded with Neo Finance The contract or In the system . Countries agrees that Neo Finance has right unilaterally to determine general Neopay Gateway Transaction limits .
9. Blocking and unblocking of access granted to the Client or User
9.1. Neo Finance, upon receiving the relevant notification, must block the access granted to the Client or User.
9.2. Neo Finance, upon receiving a notification regarding the blocking of access granted to the Client or User, assumes that the notification was submitted by an authorized person. When making a decision on blocking access, Neo Finance takes measures to protect the interests of the Client, including the aim of ensuring the legal use and/or disposal of the Client's funds.
9.3. Neo Finance also has the right to block the access granted to the Client or User in the event of reasonable suspicions of a security breach when using the Services, and/or to ensure legal requirements. Neo Finance also has the right to block the access granted to the Client or User without the obligation to compensate possible damage or losses in the following cases: ensuring security ; arising doubts because of illegal Payment confirmation measures or Identification measures utilization and / or performing Transactions without the Client consent ; being for the suspicion that Payment confirmation means or Identification means is used and / or Operations are performed by fraud ; significantly after the increase the risk that The account ( s ) will not be enough funds of the client obligations to carry out and others cases .
9.4. Neo Finance does not respond for Customer , User or third countries losses incurred because of For the client or For the user granted access blocking .
9.5. Neo Finance must about blocking in point 9.3 specified basis , when possible , to report from in advance or how is possible sooner after blocking , if of the client informing about For the client or For the user granted access blocking is possible security the basics and there is no prohibited according to rights acts . Neo Finance cancels of the client or of the user access blocking having received written of the client authorized representative request or In clause 9.3 of the contract set in case of extinction blocking reasons and , if necessary , by replacing it Payment confirmation means and if Identification measures , taking into account blocking the reason
9.6. If For the client granted access is blocked , Operations can't to be are carried out .
9.7. For the client or For the user granted access blocking does not stop taxes for Neo Finance Services , provided according to Contract , calculation and does not cancel of the client responsibilities to pay such taxes . The client wants to to terminate In the contract would provide taxes calculation , must to terminate The contract in it established order
10. Data protection
10.1. In accordance with the provisions of this Agreement, the parties provide, receive, process and use personal data in compliance with the Republic of Lithuania person data legal protection of the law , GDPR, these of the contract and others between Neo Finance and of the client would consist of contracts provisions .
11. Payment procedure for the provided Services
11.1. The Service Recipient undertakes to pay the Commission Fee to the Service Provider, according to the Commission Fee provided in the Pricing.
11.2. 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.
11.3. 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 Payment operations 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 Payment operations and/or the amount payable, the Parties undertake to cooperate and resolve the dispute as soon as possible.
11.4. 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.
11.5. 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.
11.6. Other pricing of the Service Provider is indicated on the website https://www.paskoluklubas.lt/en/page/32/service-fees?hl=en.
11.7. 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.
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. Communication between the parties
13.1. Any and all notices, consents and other communications that a Party may provide under this Agreement will be deemed effective if delivered in person to the other Party and received written acknowledgment of receipt or sent to the registered address or email address specified in the Special Section.
13.2. If a Party's address and/or other data changes, such Party must inform the other Party by giving at least 5 business days notice. If a Party fails to comply with these requirements, it has no right to claim or counterclaim, if the actions of the other Party, based on the last data known to it, are contrary to the terms of the Agreement or it has not received any notice sent based on those data.
14. Confidentiality and security requirements
14.1. The Parties to the Agreement agree to ensure complete confidentiality of Confidential Information related to this Agreement, except in cases where disclosure of such information is required by law, courts, supervisory authorities or such information is disclosed to persons providing legal, consulting, financial consulting, accounting or auditing services or when such information is used for the purpose of executing the Agreement.
14.2. The Receiving Party shall use the Confidential Information exclusively for the proper performance of its duties and obligations under the Agreement. The receiving Party must keep the Confidential Information confidential and not disclose it to any third party without the written consent of the other Party. The secret of personal data must be protected in accordance with the procedure established by legal acts regulating the protection of personal data.
14.3. Each Contracting Party must use at least the same procedures and use at least as much effort and care as it uses and uses to protect its own Confidential Information.
14.4. The customer must ensure compliance with security requirements:
14.4.1. Only Users designated by the Customer may have access to the System and Neopay Gateway may not be used by unauthorized third parties.
14.4.2. The client and the User must ensure Passwords , Identification means and Payment confirmation means confidentiality and to take everyone necessary measures these measures for safety ensure
14.4.3. The Client and the User must immediately notify NEO Finance of a stolen, lost or damaged Password, Identification Tool or Payment Confirmation Tool and all other cases where these tools may have become available to third parties.
14.5. In the event of a dispute, the Customer must prove that he complied with the established requirement to ensure confidentiality and security.
14.6. The confidentiality obligation set forth in this Agreement shall survive termination of this Agreement.
15. Force majeure
15.1. The Party shall not be held liable for non-fulfillment or partial non-fulfillment of any obligations under this Agreement, if this is due to unusual circumstances which the Parties could not foresee, avoid or eliminate by any means, e.g. Government decisions and other acts that had an impact on the activities of the Parties, political unrest, strikes, declared and undeclared wars, other armed clashes, fires, floods, other natural disasters. In this case, the deadline for fulfilling the obligations of the Parties is extended.
15.2. The Party requesting to be released from liability must notify the other Party in writing of the circumstances of force majeure within 10 (ten) calendar days of the occurrence of such circumstances, providing evidence that it has taken all reasonable precautions and made all efforts to minimize costs or negative consequences , and also to notify the possible deadline for the fulfillment of obligations. Notice is also required when the ground for default ceases to exist.
15.3. The basis for exempting the Party from responsibility arises from the moment of occurrence of force majeure circumstances or, if the notification was not submitted in time, from the moment of submission of the notification. If the Party does not send a notification or inform in a timely manner, it is obliged to compensate the other Party for the damage it suffered due to the late notification or the fact that there was no notification.
16. Responsibility of the parties
16.1. 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.
16.2. Subject to Clause 16.1.:
16.2.1. 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;
16.2.2. 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;
16.3. 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;
16.4. 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;
16.5. 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.
17. Change of contract
17.1. Neo Finance has the right to unilaterally change the Agreement by notifying the Customer in writing or electronically (for example, by e-mail, notification in the Self-Service or on the Internet page) no later than 1 (one) month in advance.
17.2. If the Client does not agree with the unilateral amendment of the Agreement, the Client has the right to terminate the Agreement during the period specified in Clause 17.1 of the Agreement.
17.3. If the Client does not terminate the Agreement within the period specified in Clause 17.1 of the Agreement, it is considered that the Client agrees with the changes.
18. Validity of contract
18.1. This Agreement shall be deemed concluded and shall enter into force upon its signature by all Parties.
18.2. The Agreement is valid as long as the main Payment Services Agreement and the Account Opening Agreement are valid between the Parties.
18.3. Each of the Parties has the right to terminate the Agreement by notifying the other Party no later than 2 (two) calendar months before the termination of the Agreement.
18.4. Upon termination or expiration of the Agreement, the provisions of this Agreement relating to settlements between the Parties shall remain in effect.
19. Governing Law and Dispute Resolution
19.1. This Agreement is concluded in accordance with the laws of the Republic of Lithuania. The law of the Republic of Lithuania applies to the contract.
19.2. Any disagreements or disputes arising between the Parties regarding this Agreement shall be resolved by amicable efforts of both Parties to the Agreement. If the parties fail to reach an agreement, any disputes arising from this Agreement, not resolved by the agreement of the Parties, shall be resolved in accordance with the procedure established by the legal acts of the Republic of Lithuania.
20. Other conditions
20.1. If the Customer uses third-party integration services to carry out Operations on the Neopay Gateway channel, Neo Finance has the right to inform the third party about the fact of conclusion, change or termination of the Agreement, as well as about its conditions and execution.
20.2. Neo Finance has the right to disclose information about the Agreement, the Client, the User or 20.1. the third party specified in point and Operations in accordance with the principles of personal data processing.
20.3. The Customer obliges the User and 20.1. to acquaint the third party referred to in point with the Agreement, other agreements concluded between the Client and Neo Finance, Provision Rules and Privacy Policy and ensure that the User and the third party comply with them. The Customer is responsible for the actions or omissions of the User and third parties.
20.4. All other issues not discussed in the Agreement are governed by the terms of the Payment Services Agreement, Privacy Policy, Neo finance Open Banking Service Provision Rules and the Account Opening Agreement, all of which are considered an integral part of the Agreement, and which can be found on the Neo Finance website www.neofinance.com and www.neopay.online or by contacting the channels specified on the Neo Finance website. By signing the Agreement, the Customer confirms and declares that he has read the above-mentioned documents, understands them and agrees with them.
21. Final Provisions
21.1. If the Parties have chosen to sign the Agreement with electronic signatures, in this case the electronic signatures of the Parties have the same legal force as physical signatures.
21.2. The contractual conditions of the special part are changed by drawing up a new version of the Special Conditions of the Agreement and after signing by both Parties.
21.3. If any provision or part of this Agreement is or becomes invalid for any reason, its invalidity does not affect the validity of other provisions of this Agreement. In such a case, the Parties agree to replace the invalid provision with a legally valid provision, which in terms of its legal and economic result corresponds to the invalid provision as much as possible.
