1. Interpretation, commencement and term
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 capitalized 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 it has been signed by both Parties and we have confirmed that the Customer (and/or where applicable its Legal Representative) has successfully completed the User Profile registration process, and will continue until terminated in accordance with clause 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.
1.7. 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.
1.8. The Parties agree that this agreement and any other document (including agreements, Payment Orders etc.) may be executed in counterparts and by electronic means to the extent permitted by law.
1.9. 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.
2.1. Our obligations under the Contomobile Terms are conditional upon our acceptance of you as a Business Customer, which shall be at our sole discretion. We reserve the right to decline to provide our Services or open a Contomobile Account for you without specifying a reason.
2.2. Before we accept you as a Business Customer or agree to provide our Services to you, and at all times during the term of this agreement, you agree to cooperate with us and promptly provide any information or documents that we reasonably request in order to
2.2.1. comply with our legal and regulatory obligations and our own internal regulations;
2.2.2. to verify your identity, the identity of your Ultimate Beneficial Owner(s), Legal Representative or Authorised User;
2.2.3. to verify any information you have provided to us in relation to your activities;
2.2.4. to allow us to understand the purposes for your use of our Services; and
2.2.5. to allow us to understand the source of funds that will be used to fund your Account
2.4. The Customer undertakes that:
2.4.1. It will use the Contomobile Services strictly in accordance with this agreement and the Contomobile Terms at all times and will comply with all of its obligations under this agreement and the Contomobile Terms.
2.4.2. All information provided to us will be correct and complete and it will ensure that all information will be kept up to date. It will immediately notify us if it becomes aware that it has submitted any incorrect or potentially misleading information and correct that information as soon as possible. The Customer agrees that it will be liable for any losses that are incurred as a result of the submission of inaccurate, incorrect, incomplete or misleading information.
2.4.3. It will not use its 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;
2.4.4. It will only use its Contomobile Account and our Services on its own behalf and not on behalf of any third party, that that the electronic money held on its Contomobile Account will belong exclusively to the Customer and that no other person shall have any rights in relation to the funds, that it shall not assign or transfer its Contomobile Account to a third party or otherwise grant any third party a legal or equitable interest over its Contomobile Account.
2.4.5. It 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;
2.4.6. If it becomes aware at any time that funds may have been credited to its Contomobile Account in error, it will notify us immediately. The Customer agrees that in these circumstances it will not have any legal right to use any funds that may have been credited to its Account in error in any way and that we shall have the right to debit any such funds from the Account without a Payment Order or any further authorisation from the Customer and without notice to you. If the balance of funds on the Contomobile Account is insufficient to fully refund any amount that has been credited in error, the Customer undertakes to credit sufficient additional funds within 3 (three) Working Days of receipt of written notice of the error.
3. Notices and amendments to the Contomobile Terms
4. Termination and Suspension of Services
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.
5. Confidentiality and Data Protection
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 sub-contract 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.