1.1. This agreement is concluded between Contomobile UAB, a company incorporated in the Republic of Lithuania and trading as Contomobile (“We”, “Us”, “Our”), and the Customer (“Customer”, “You”, “Your”).
1.3. In this agreement:
1.3.1. Certain terms have defined meanings. These terms are capitalised and the definitions can be found in the Annex “Definitions”.
1.3.2. Headings are intended for the convenience of the Parties and should not be used when interpreting the provisions of the agreement and Contomobile Terms;
1.3.3. Use of the singular includes the plural and vice versa;
1.3.4. Use of any gender includes the other genders;
1.3.5. Use of “including” or other similar expressions should be construed as illustrative;
1.3.6. In the event of any conflict or ambiguity between this agreement and the documents attached or incorporated by reference, the order of priority shall be:
22.214.171.124. This agreement.
1.4. This agreement will take effect from the date that we confirm that you have successfully completed the User Profile registration process and will continue until terminated in accordance with clause 3.4 or 4]. Upon successful completion of the User Profile registration process, a copy of this Agreement will be automatically sent by email for your records.
1.5. Upon successful registration of a User Profile a Contomobile Account will be opened for you, which will allow you to access the Services provided by Contomobile. The Account must be used strictly in accordance with this agreement and the Contomobile Terms at all times. The parties agree that this agreement and the Contomobile Terms, including any amendments thereto, will apply to all Contomobile Accounts opened by the Customer in the Contomobile System. All Contomobile Accounts opened for the Customer will be associated to the Customer’s User Profile.
1.7. In order to successfully complete the User Profile registration process you must:
1.7.1. Confirm that you have read, understood and agree to be bound by the terms of this agreement and the Contomobile Terms; and
1.7.2. Provide us with any information and documents that we may reasonably require to allow us to verify your identity and comply with our legal and regulatory obligations.
1.8. You represent and warrant that during the User Profile registration process all information that you provide to us is correct and complete and that all information you provide to us in future will be similarly correct and complete and in the event that any of your details change in future you undertake to notify us immediately. You agree that you will be liable for any losses that may be incurred as a result of the submission of inaccurate, incorrect or misleading information.
1.9. The Parties agree that the Parties may approve this Agreement and any other documents that they conclude (such as agreements, Payment orders, etc.) by electronic means in a legally permissible manner.
1.10. Some Annexes will only apply from the time that you first use the particular Service that the relevant Annex relates to. In order to provide certain Services it may be necessary of us to take further steps to confirm your identity or require you to provide us with additional information. You agree to provide us with such additional information and documents as we may reasonably require and acknowledge that some Services may only be made available to you after the required steps have been completed.
2.2. By using the Contomobile Services You agree that:
2.2.1. You will use the Contomobile Services strictly in accordance with this agreement and the Contomobile Terms at all times and will comply with all of your obligations under this agreement and the Contomobile Terms.
2.2.2. You will not use your Contomobile User Profile, Contomobile Account or any of the Contomobile Services for any illegal or prohibited purpose, including but not limited to fraud, money laundering and terrorist financing;
2.2.3. You will pay all amounts owing to us in relation to the Contomobile Services on time in accordance with the procedures set out in the Contomobile Terms;
2.2.4. If you become aware at any time that funds may have been credited to your account in error, you shall notify us immediately. You acknowledge that in these circumstances you will not have any legal right to use any funds that may have been credited to your account in error in any way and agree that we have the right to debit any such funds from your Account without a Payment Order or any other authorisation from you and without notice to you. If the balance of funds on your Contomobile Account is insufficient to fully refund any amount that has been credited in error, you undertake to credit sufficient additional funds within 3 (three) Working Days of receipt of written notice of the error from us.
3.3. For Customers that are Consumers, Small Businesses or Small Charities we will provide advance notice of any material changes to the Contomobile Terms at least 60 (sixty) days before they are due to take effect. Notice of any such amendment may be given via email or notices in the Contomobile App or Customer Self-Service Portal or by any other means allowed under the Contomobile Terms.
3.4. If you do not agree with the proposed changes, you may notify us at any time during the advance notice period that you wish to terminate this agreement and close your Contomobile Account. In these circumstances the termination will take effect immediately and we will close your Contomobile Account and you will not be charged any fees for terminating. However, if you do not contact us during the advance notice period to notify us to the contrary, you will be deemed to have accepted the changes and they will take effect from the proposed date.
3.5. In the event that an amendment to the Contomobile Terms is required by law or relates to changes or upgrades to the software or hardware we use to deliver our Services changes to our internal of working practices or where changes to the Contomobile Terms do not substantively alter your rights and responsibilities, and/or are not prohibited by law, the notice requirements under clause 3.3 will not apply and the amendment may be made at shorter notice, or without notice, at our discretion.
3.7. Annexes are subject to amendment according to the procedures specified in each individual Annex. If an Annex does not specify an amendment procedure, the procedure specified in clauses 3.3 to 3.6 of this agreement shall be applied.
4.1. We may, without affecting any other right or remedy available to us, unilaterally terminate this agreement at any time by providing you with 60 (sixty) days’ notice of our intention to terminate in writing.
4.3. You may, without affecting any other right or remedy available to you, unilaterally terminate this agreement at any time by providing us with at least 30 (thirty) days’ notice of your intention to terminate in writing.
6.1. Each Party represents to the other that it has power, authority and capacity to enter into and perform this agreement and that such action does not conflict with any law, regulation, contract or other instrument by which it is bound.
6.2. The Customer does not have a right to assign, sub-contract or transfer in any way any of the rights, liabilities or obligations arising from this agreement to any third party without our prior written consent. We may subcontract the performance of any of our obligations under the agreement and may assign or transfer the benefit or burden of this agreement to a third party without the Customer’s consent unless prohibited by law.
6.3. No term in this agreement, or in any document incorporated by reference, is intended to confer a benefit on or be enforceable by any person who is not a party to the agreement whether by virtue of any statute or otherwise.
6.4. If any provision, or part-provision, of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent possible to make it valid, legal or enforceable. If modification is not possible then the relevant provision or part-provision shall be severed from the remaining provisions of the agreement which shall remain valid and enforceable to the fullest extent permitted by law.
6.6. By signing this agreement the Customer represents that it has read and understood the terms of this agreement and the Contomobile Terms and agrees to be bound by them.
7. This Agreement has been duly signed by the Parties using electronic means.