IMPORTANT
We would like to notify you that:
Terms of Use for Business Customers
BUSINESS CUSTOMERS
Valid till March 31, 2022
The Terms of Use, together with the Main Service Agreement and its Annexes (collectively the “Contomobile Terms”), set out the contractual terms of the relationship between you and Contomobile and govern the use of our Services. You should ensure that you have read and fully understood these Terms of Use and all other documents that form part of the Contomobile Terms.
Please note that certain terms used in this document have defined meanings. These terms are capitalised and the definitions can be found in the Annex “Definitions”.
Certain clauses in these Terms of Use only apply to Corporate Customers, or to Small Businesses (please refer to the Definitions to determine which designation applies to your business). These clauses are clearly identified in the text below.
2. Regulatory Information
2.1. These Terms of Use operate between you and Contomobile UAB a company registered in the Republic of Lithuania (registered address: Tuskulėnų str. 33C-55, LT-09219 Vilnius, Lithuania | company number: 304285884, e-mail support@contomobile.com). Contomobile UAB is a licenced Electronic Money Institution under the supervision of the Bank of Lithuania (Electronic Money Institution Licence No: 005 issued on 29/11/2016 by the Bank of Lithuania (www.lb.lt)).
2.2. Contomobile (“We”, “Our”) is a trading name of Contomobile UAB. Contomobile UAB is the issuer of Electronic Money in your Contomobile Account(s) and performs the Payment Services related to your Contomobile Account. Contomobile Services that are not Payment Services may be provided by Contomobile UAB or by our related companies or any third party service providers that we rely on to provide our Services.
3. User Profile Registration
3.1. The Customer must create a User Profile in order to access our Services. We have the right at our sole discretion to refuse to allow any Customer to create a User Profile without any requirement to provide a reason or explanation of any kind. Although we are not able to disclose the criteria that will be applied, in part to comply with our legal and regulatory obligations, we declare that any decision to refuse to register a User Profile will not be made on trivial or arbitrary grounds.
3.2. In the first instance, a User Profile will be created for the Legal Representative and/or Authorised User of the Customer. The Account is personal, if the Customer has more than one Legal Representative or Authorised User, each individual Legal Representative must create its own User Profile to access our Services on behalf of the Customer.
3.3. You warrant and represent that all information that you provide to us during the registration process is correct and complete, that all information that you provide to us in future will be similarly correct and complete, and you undertake to ensure that all information will be kept up to date. You undertake to correct any incorrect information as soon as practicable or, if you are unable to correct it yourself, to notify us as soon as possible. You agree that you will be liable for any losses that are incurred as a result of the submission of inaccurate, incorrect or misleading information.
3.4 In the event that you have created more than one User Profile (as a result of an error in the registration process or for any other reason) you must inform Contomobile immediately so that the User Profiles can be merged or deleted. If you fail to observe this requirement we may suspend your access to our Services and reserve the right to refer the matter to relevant law enforcement agencies.
3.5. As part of the User Profile registration process it is necessary for us to take steps to verify your identity and the source of the funds that you will use for your Contomobile Account. You agree to fully cooperate with this process and provide such information and documents as we may require to comply with our legal and regulatory obligations, as further described below at Section 4 “Verification of Identity".
3.6 After we confirm that you have successfully completed the User Profile registration process a Contomobile Account will be opened on your behalf and made available to you. Details about how to manage your Contomobile Account are provided below at sections 6 and 7 of these Terms of use.
4. Verification of Identity and Source of Funds
4.1. It is necessary for us to verify your identity and the source of funds that you will use for your Contomobile Account. This exercise will be undertaken initially during the User Profile registration process. It will also be necessary to undertake further verification work from time to time (for example, when you submit the “Know Your Customer” form to allow us remove the Payment Transaction Limit from your Contomobile Account, before you are able to access certain Services or if we believe that the information that we hold may be outdated).
4.2. You agree to cooperate fully with this process and to provide any information that we may reasonably require to establish and verify your identity (and, where appropriate, the identity of your Legal Representative, any Authorised Users and / or the Ultimate Beneficial Owner(s) of the Customer if it is a legal entity), identify the source of any funds or to understand the nature of a Payment Transaction or series of Payment Transactions. This could include asking you to provide documents evidencing your identity, demonstrate ownership of a payment instrument, answer questions in relation to a Payment Transaction, or using third party services to confirm information that you have provided.
4.3. We reserve the right to ask you to provide original identification documents (or duly certified/notarised copies) as part of this process and to require you to provide certified translations of any documents not written in a language accepted by Contomobile under these Terms of Use at your expense.
4.4. In the event that we are not able to verify the required information, or we believe at any time that you are not cooperating with our reasonable requests for information and documents, we reserve the right to close, suspend or limit your access to the Contomobile App, Customer Self-Service Portal, your Contomobile Account and our Services.
5. Price of Contomobile Services and payment procedure
5.1 The Contomobile Price List is an Annex and is available here (https://www.contomobile.com/eu/). References to the Price List are provided where appropriate in the Main Service Agreement, Terms of Use and in the individual Annexes relating to specific Contomobile Services.
5.2 The Fee that we will charge for each Contomobile Service is set out in the Contomobile Price List.
Fees for Business Customers registered in the Republic of Lithuania can be found under the heading “Business”. Fees for Business Customers registered outside the Republic of Lithuania can be found under “Business World”.
5.3 The Fees will be charged in accordance with the procedures specified in the Price List, unless otherwise specified in an Annex related to a specific Service. Customers should refer to the Price List to confirm the applicable Fee before entering into a Payment Transaction.
5.4. We will give you notice of changes to the Contomobile Price List in accordance with the procedure set out in clause 12.
5.4. Contomobile shall have the right to deduct our Fees directly from the Contomobile Account used to perform a Payment Transaction or from any other Contomobile Account(s) that you hold with us.
5.6. The Customer should ensure that there is a sufficient Euro balance in the Contomobile Account to pay the Fee that is due in respect of any Payment Transaction. If the Euro balance on the Contomobile Account is not sufficient to pay the Fee, Contomobile shall have the right (but will not be obliged) to convert funds held by you in a different currency in the Contomobile Account used to perform the Payment Transaction, or any other Contomobile Account(s) that you hold, to Euros to settle the outstanding Fee by applying the relevant commercial Contomobile currency exchange rate which will be calculated by applying a margin of no more than 10% to the Daily Euro Foreign Exchange Reference Rate published by the Bank of Lithuania on the day that the Fee is payable and available here. If the Euro balance is insufficient to pay the Fee, but alternative funds are available in your Contomobile Account(s) in multiple currencies, Contomobile will select the currency to be converted to Euros to settle the outstanding Fee.
6. Contomobile Accounts and Electronic money.
6.1. When a Contomobile Account has been opened for you, you will be able to begin to access our Services. Services that can be accessed via a Contomobile Account include: multicurrency IBAN accounts; purchasing and storing Electronic Money in your Contomobile Account; performing domestic and international money transfers, paying utility bills, receiving transfers of funds to your Contomobile Account, paying for goods and services; viewing your Contomobile Account balances and Statement; and performing foreign exchange transactions. A full list of our current Services is available in the Price List.
6.2. In order to access the full range of Services that are available we will require you to submit the “Know Your Customer” Form and may require additional information or take further steps to verify your identity at our sole discretion.
6.3. Contomobile Accounts are Electronic Money accounts. Electronic Money is issued by us when we receive money from you either directly or on your behalf (for example by way of a transfer to your account by a third party). The Electronic Money is issued at nominal monetary value by us immediately upon receipt of your money and stored on your Contomobile Account (i.e., your funds will be converted into Electronic Money at a ratio of 1:1).
6.4. The nominal value of Electronic Money issued by us to your Contomobile Account will be equal to the value of the amount of money we receive from you (or on your behalf), after the deduction of any Fee that may apply to the specific method of payment.
6.5. The Electronic Money held in the Contomobile Account is not the same as a bank account and Contomobile is not permitted to pay interest in relation to Electronic Money that is held in your Contomobile Account or provide any other benefits associated with the duration of the period for which the Customer holds Electronic Money in the Contomobile Account. You should be aware that Electronic Money accounts are not covered by Deposit Guarantee Schemes.
6.6. In order to protect your money we hold all funds that we receive from you or on your behalf in exchange for Electronic Money in a segregated account, separately from our own funds. We will not invest these funds, loan them to other Customers or use them for any other purpose.
6.7. You are able to create and hold multiple Contomobile Accounts under the same User Profile and use them at your own discretion.
6.8. Electronic Money that is stored in your Contomobile Account may be redeemed at its nominal monetary value at any time at your request, unless we have been required to impose restrictions on your Contomobile Account in accordance with the Contomobile Terms or to comply with our legal and regulatory obligations, particularly in respect of applicable national and international laws relating to the prevention of Money Laundering and Terrorist Financing.
6.9. You may redeem Electronic Money by submitting a Payment Order for a transfer of Electronic Money from your Contomobile Account to any other account you wish to specify, or alternatively by using one of the other methods of redemption supported by Contomobile and available from the Contomobile App or the Customer Self-Service Portal.
6.10. No fee will be applied for the redemption of Electronic Money. However, the transfer of redeemed funds to another bank, Payment Service Provider or other financial institution may be subject to a Fee, which will depend on the method that you use to transfer the funds (please see the Price List for details).
6.11. If the Main Service Agreement and Contomobile Terms are terminated by either party the balance of Electronic Money on your Contomobile Account will be redeemed and transferred to an account held with a bank, financial institution or another Payment Service Provider that is specified by you. In these circumstances Contomobile will have the right to deduct any amount that is owed to us from the balance held on your Contomobile Account(s) before transferring the remaining balance from your Account (including, but not limited to: outstanding Fees for provision of Contomobile Services; reimbursement of any expenses that we may have incurred, such as fines imposed by card issuers, other financial institutions and/or state institutions; and any compensation we may be entitled to receive from you in respect of losses which Contomobile may incur as a result of your breach of the Contomobile Terms). If the balance of funds held on your Contomobile Account is not sufficient to cover the full amount that is owed to us, the Customer shall pay the outstanding amount to an account specified by Contomobile within 3 (three) Working Days. If a dispute arises between the Customer and Contomobile, Contomobile shall have the right to retain any disputed funds until the dispute has been resolved.
6.12. If we are unable to transfer funds to an account you have specified in connection with clause 6.9 above for any reason outside of our control, you will be notified as soon as possible by any of the methods allowed under Section 12. In these circumstances you must provide such additional information as may be required to allow us to complete the transfer, or specify an alternative account.
6.13. If, following termination by either party the Customer has not submitted a Payment Order to allow us to transfer the balance of funds to an account specified by the Customer, the Customer’s Contomobile Account will be closed and the remaining balance of funds will be held in a segregated account. Upon receipt of a valid Payment Order, the funds will be transferred to the account specified by the Customer.
7. Using your Contomobile Account
7.1. A Payment Transaction Limit will be applied by default when you successfully complete the User Profile registration process and we open a Contomobile Account for you. Your Contomobile Account(s) will be limited to a maximum annual turnover of no more than 1000 EUR per year while the Payment Transaction Limit is in effect.
7.2. The Payment Transaction Limit referred to at clause 7.1 above will be removed when you have completed the “Know Your Customer” form and we have taken any steps that we deem necessary to verify the information provided.
7.3 We may, at our discretion, periodically request that You update and resubmit your “Know Your Customer” form. We will notify You in writing of any such request and explain how you can submit the updated form. If You do not submit an updated “Know Your Customer” form to Us within 30 (thirty) calendar days of any such request, We may reinstate the Payment Transaction Limit (see clause 7.1) to Your account until a duly completed form is submitted to Us.
7.4. You can manage your Contomobile Account and perform Payment Transactions by logging in to your User Profile and Contomobile Account via the Contomobile App, Customer Self-Service Portal or by any other means permitted by Contomobile.
7.5. Payment Transactions can be performed from your Contomobile Account to any other Contomobile customer account or to accounts held with banks, financial institutions and other Payment Service Providers around the world (except for countries that are included on the List of Restricted Foreign Countries, which you can access in the Price List).
7.6. You may hold multiple Accounts in different currencies, however you can only store funds in a single currency in each individual Contomobile Account.
7.7. You may store funds in your Contomobile Account in any currency approved by Contomobile. A list of the approved currencies is available in the Price List. If funds are transferred to your Contomobile Account in an approved currency we shall automatically open an account in that currency on your behalf, if you do not already have a Contomobile Account for the currency.
7.8. You may perform currency exchange transactions between Your Contomobile Accounts on the terms specified in the Price List. It is your responsibility to ensure that you understand and accept the exchange rate for any currency transaction and you enter into the transaction at your own risk. You acknowledge and agree that, if you choose to store Electronic Money on your Contomobile Accounts in multiple currencies you may be exposed to a risk that the Electronic Money stored on the Contomobile Accounts may be devalued as a result of fluctuations in the currency exchange rates.
7.9. The transfer of money from your Contomobile Account to or from accounts held with banks or other financial institutions, card issuers or accounts held with other Payment Service Providers, may be subject to charges imposed by third parties in addition to the Fees that we may charge in respect of our Services. These charges are beyond our control and you agree that you will be liable for any charges of this nature.
7.10. The Fee for any Contomobile Services will be deducted from the Electronic Money stored on your Contomobile Account, in accordance with clause 5.4 and 5.5 of these Terms of Use. If the amount of Electronic Money stored on your Contomobile Account is less than the aggregate value of the Payment Transaction you have requested and our Fee for the Service, the Payment Transaction will not be performed.
7.11. Contomobile may be specified as the Payer when a Payment Transfer is made to an account held with a bank or other Payment Service Provider by means other than a SEPA transfer. Sufficient information to identify the Customer will be submitted to the Payee with any Payment Transfer of this type, as required by law.
7.12. You are solely responsible for ensuring that data submitted in a Payment Order is correct and complete and in compliance with the Contomobile Terms.
7.13. Any confirmations, orders, requests, messages or other actions you perform in the Contomobile App or Customer Self-Service Portal or in any third party system that you access or confirm by logging in with your Contomobile Password or any other Contomobile Security Credentials to confirm your identity shall be deemed to be a valid instruction to us and equivalent to a written instruction confirmed with an Electronic Signature or ink signature.
7.14. You cannot use your Contomobile Account to borrow money. If you have a negative balance on any Contomobile Account, for any reason, you agree to take immediate steps to restore the Account to (at least) a zero balance. While a negative balance exists we shall be entitled to suspend your access to some or all of our Services until the balance has been restored. If you fail to restore the balance on your account to zero within five (5) Business Days, we reserve the right to:
7.14.1. initiate a transfer from any other Contomobile Account(s) that you hold to restore the balance to zero. If funds are held in a different currency they shall be converted by applying the relevant commercial Contomobile currency exchange rate which will be calculated by applying a margin of no more than 10% to the Daily Euro Foreign Exchange Reference Rate published by the Bank of Lithuania on the day that the Fee is payable and available here. If funds are available in your Contomobile Account(s) in multiple currencies, Contomobile will select the currency to be converted to Euros to settle the negative balance; or
7.14.2. take any other debt collection measures that we consider to be appropriate, including referring the matter to a debt collection agency or initiating legal proceedings to recover the debt. We reserve the right to charge you for any costs that we reasonably incur in connection with such debt collection measures.
7.15. You may only use the Contomobile App, Website, Self-Service Portal and System for the purpose of receiving and using our Services, in a manner consistent with the Contomobile Terms and any operating procedures or acceptable use policy that we may prescribe. You shall not use the Contomobile App, Website, Self-Service Portal or System for any other purpose and shall not interfere with, disrupt or cause damage to the System, our equipment or other users of the Services.
7.16. Contomobile shall have the right to amend our operating procedures and any acceptable use policy, at any time with immediate effect, at our sole discretion. We shall use commercially reasonable efforts to notify Customers of any material change in any operating procedure or acceptable use policy, and to avoid any material adverse effect of such a change on the Services that we provide to you.
8. Payment Orders
8.1. If you wish to make a payment from your Contomobile Account, you will be required to submit certain information in the form of a Payment Order. Information about when a Payment Order is deemed to have been received by us and how long it will take to process is provided in the Price List.
8.2. Payment Orders submitted to Contomobile before 14:45 (EET/EEST) on a Working Day will be deemed to have been received on the same Working Day. Payment orders submitted after 14:45 (EET/EEST) on a Working Day, or at any time on a non–Working Day, will be deemed to have been received on the next Working Day.
8.3. Payments orders for payments between Contomobile Accounts will be executed immediately.
8.4. Payment Orders for payments in Euros to other accounts with financial institutions in the Republic of Lithuania or another European Union Member State will be executed on the same Working day that they are received by Contomobile.
8.5. Payment Orders for payments to other financial institutions in other currencies shall be made in accordance with the terms and conditions set out in the Price List, but shall be executed no later than 4 Working Days after they are received by Contomobile.
8.6. Detailed information about the execution times for Payment orders, and related fees and applicable terms and conditions is provided in the Price List.
8.7. Notwithstanding the execution times for Payment Orders stated in clauses 8.3 to 8.6 above, we may refuse to execute, or delay execution, of a Payment Order if we are required to do so to comply with our legal and regulatory obligations, or in accordance with the Contomobile Terms.
8.8. Contomobile will record and store all Payment Orders submitted by the Customer and record and save information on all Payment Transactions which have been performed by the Customer or which have been performed on behalf of the Customer according to the Customer’s Payment Order. If necessary Contomobile may produce these records to the Customer, and/or any third party with a legal right to receive this information, as evidence confirming the instructions contained in the Payment Order submitted by the Customer and/or the performance of the Payment Transactions.
8.9. You are responsible for ensuring that the information you submit to us is complete and correct. Contomobile shall not be liable in any way for any loss resulting from errors or inaccuracies in Payment Orders submitted by you. If you submit a Payment Order that is incomplete, or is otherwise deficient in any way, depending on the nature of the deficiencies in the Payment Order, we may be unable to perform the requested Payment Transaction or will perform it strictly according to the information that has been provided in the Payment Order.
8.10. Contomobile shall have the right to refuse to perform a Payment Order if it has any reason to suspect that the Payment Order was not submitted by the Customer, the Customer’s Legal Representative or Authorised User, or that any documents submitted to Contomobile have been forged. If Contomobile has reasonable doubts of this nature, Contomobile shall have the right to require the Customer to confirm the authenticity of the Payment Order and/or to submit any other evidence we may reasonably request to address our concerns, in a manner to be specified by us at the Customer’s expense. If you do not cooperate with any such request, or we continue to have reasonable doubts in relation to the Payment Order we may suspend performance of the Payment Order and/or suspend or limit access to your Contomobile Account and our Services in accordance with Section 14 below In these circumstance, Contomobile will be acting to protect the legal interests of the Customer, other Contomobile customers, Contomobile itself and/or third parties, and Contomobile shall not be liable for losses that may arise due to any refusal to perform the submitted Payment Order or any resulting suspension of access to your Contomobile Account or our Services.
8.11. In order to comply with our legal and regulatory obligations, we may need to request further information and documents from you before executing a Payment Order that you have submitted. This might include taking further steps to verify your identity or requesting information or documents evidencing the source of funds. If you fail to provide the requested information or documents, we shall have the right to refuse to execute the Payment Order.
8.12. Contomobile shall not be obliged to check whether any Unique Identifier provided in a Payment Order received by Contomobile corresponds with the personal information (name, surname (title) etc.) of the Contomobile Account holder. If the Unique Identifier is provided to Contomobile for crediting money to a Contomobile Account or debiting money from a Contomobile Account, the Payment Order shall be deemed to have been duly completed if it has been executed according to the specified Unique Identifier. If Contomobile does perform the verification exercise outlined above and identifies a clear discrepancy between the Unique Identifier and the personal information of the Contomobile Account holder submitted to Contomobile, Contomobile shall have the right not to execute the Payment Transaction.
8.13. If Contomobile receives a Payment Order in respect of a transfer of money to an account held with another Payment Service Provider, Contomobile shall execute the Payment Transaction in accordance with the Unique Identifier – for example, this will often be the Payee’s International Bank Account Number (IBAN) except in cases where the Payee’s Payment Service Provider does not use IBAN format account numbers. Contomobile shall not be liable for any losses incurred as a result of the failure to submit a valid Unique Identifier in the Payment Order the submission of an incorrect Unique Identifier or where a Payment Service Provider has set a different Unique Identifier for the proper execution of such Payment Transaction (crediting money to the Payee’s payment account).
8.14. In order to comply with our legal and regulatory obligations we may require additional information from you (for example, full details of the Payee’s name, surname and title, payment reference, and unique identifier) to execute the Payment Order.
8.15. Contomobile, in the course of executing a Payment Order initiated by you as the Payer, shall transfer the information specified in the Payment Order to the Payee’s Payment Service Provider (which may include Personal Data provided in the Payment Order).
8.16. Contomobile shall have the right to rely on any third party providers in order to partially or fully perform any Payment Order submitted by the Customer at our discretion.
8.17. Contomobile shall have the right to suspend and/or terminate the performance of any Payment Order if required by law or as the result of any factors outside of our reasonable control.
8.18. In the event that we need to suspend or refuse to perform a Payment Order you have submitted, where possible we will take steps to contact you and inform you of the action that we have taken and why we have taken it. However, in certain circumstances we may be prevented from doing so by law.
8.19. Contomobile may not accept or perform a Payment Order if money stored on your Contomobile Account has been frozen, if your right to dispose of the money stored on your Contomobile Account is subject to any other legal restriction, or if your Contomobile Account and/or access to Contomobile Services is subject to any suspension or restrictions in accordance with the Contomobile Terms as set out at section 14 or as otherwise required by law.
8.20. If, having executed a Payment Transaction in accordance with a Payment Order, funds are returned to Contomobile for any reason (for example, as a result of incorrect information in the Payment Order or because the Payee’s account has been closed), the returned amount will be credited to your Contomobile Account. Fees in relation to the Payment Transaction and any other costs that are incurred as a result will not be refunded in these circumstances.
9. Authorisation and Cancellation of Payment Orders
9.1. When you are making a payment (i.e. when you are the Payer), the Payment Transaction must be authorised by you before it can be performed. The Payment Transaction shall be deemed to have been authorised when you give consent by applying an Electronic Signature.
9.2. We will not be liable for any losses that are incurred in relation to a Payment Transaction performed by us in accordance with a Payment Order that has been authorised in accordance with clause 9.1 above. We will retain copies of all authorised Payment Orders and may rely on them as evidence of your instructions in the event of any dispute arising between us or a third party.
9.3. The Customer (Payer's) Consent must be submitted before a Payment Order is executed.
9.4. Unless otherwise specified in the Contomobile Terms, an authorised Payment Order may not be cancelled:
9.4.1. after it is received by Contomobile except in accordance with the Contomobile Terms;
9.4.2. in the case of a Payment Transaction initiated by the Payee, or the Payee’s Payment Service Provider, after the Customer has given Consent to the Payee or it’s Payment Service Provider to perform the Payment Transaction; or
9.4.3. In the case of a regular recurring payment, after the end of the Working Day preceding the day agreed for debiting the funds.
9.5. After the time limits specified in clauses 9.4.1– 9.4.3 above expire, a Payment Order may only be cancelled if agreed between the Customer (the Payer) and Contomobile and, in cases specified at clause 9.4.2 above, with the additional agreement of the Payee.
9.6. If you withdraw consent for a regular recurring Payment Order, we advise that you take immediate steps to notify the Payee that you have done so. Revocation of consent in these circumstances will not affect any continuing obligation you may have to the Payee.
9.7. If funds are returned to us in respect of a cancelled Payment Order, Contomobile will refund the money to your Contomobile Account after deducting payment of any Fees payable in respect of the cancellation of the Payment Order.
10. Security
10.1. You must take all reasonable steps to ensure the security of the hardware and software that you use to access your User Profile and Contomobile Account including, but not limited to, ensuring that:
10.1.1. you have properly logged out of the Contomobile App, Customer Self-Service Portal, your User Profile and/or Contomobile Account after use;
10.1.2. you promptly install any updates to the Contomobile App and the operating system for any device you use to access the Contomobile App, Customer Self-Service Portal, your User Profile and/or Contomobile Account;
10.1.3. any device you use to access the Contomobile App, Customer Self-Service Portal, your User Profile and/or Contomobile Account is secure and password protected when not in use; and
10.1.4. you do not attempt to access the Contomobile App, Customer Self-Service Portal, your User Profile or Contomobile Account from a device with an operating system that has been modified or jailbroken.
10.2. You must not log in to the Contomobile App, Customer Self-Service Portal, your User Profile and/or Contomobile Account by any method that might prevent us from applying Customer identification and security measures, including but not limited to the use of anonymous proxy servers, virtual private networks, Internet Protocol masking software or by any other method that has the effect of preventing us from identifying your IP address or location.
10.3. You agree to take reasonable steps to protect your Contomobile Account security details (including any Passwords or other Security Credentials created by the Customer or assigned to you by Contomobile as well as any Payment Card details or details of any other Payment Instrument associated with your Contomobile Account and the security features of any such Payment Instrument). This includes, without limitation: not allowing any person other than the Customer (or it’s Legal Representative or Authorised User) to use any Service, Payment Instrument or Security Credentials; not writing down your Security Credentials in a manner that makes them readily accessible by a third party or otherwise making your Security Credentials available to any third party; and not entering any Security Credentials into an ATM or other device that does not appear genuine, or which has been modified or is operating in a suspicious manner.. You agree that if you fail to observe this obligation either intentionally or as a result of gross negligence, you will be liable for any losses that are incurred as a result. (For the avoidance of doubt, providing Security Credentials to a duly authorised Payment Initiation Service Provider or Account Information Service Provider, for the purpose of allowing them to provide Payment Initiation or Account Information Services shall not be considered a breach of this clause 10.3).
10.4. You undertake to immediately inform us if you become aware of any security risk to your account, including but not limited to, the following circumstances:
10.4.1. If you believe that your personal identity documents, Password or any other Security Credentials, payment card or other Payment Instrument associated with your Contomobile Account may have been lost, stolen, misappropriated or used without your permission;
10.4.2. If you believe that your Passwords or any other Security Credentials, or the security features of any payment card or other Payment Instrument have become known to another person; or
10.4.3. If you believe that someone has gained access to the email account or mobile device that you use to communicate with us.
10.5. In the event that you have lost or forgotten any Security Credentials associated with the Contomobile App, Customer Self-Service Portal, your Contomobile User Profile or Contomobile Account or any Payment Instrument, or believe that any Password has become known to another person you shall immediately take steps to change or reset the Password or if you are unable to do so for any reason, notify us immediately.
10.6. You should contact us to report a security issue arising in relation to clause 10.4 or 10.5 by sending a message via the Contomobile App or Customer Self-Service Portal or sending an e-mail to support@contomobile.com. Contomobile shall not be liable for any losses that are incurred as a result of your failure to notify us of any security issue arising under section 10.4 or 10.5 or any undue delay in providing any such notification.
10.7. Contomobile, having received a notification from you of a security issue, shall immediately take steps to secure your account, which may include temporarily suspending access to the Contomobile App, Customer Self-Service Portal, your User Profile and/or Contomobile Account, suspending the provision of some or all of our Services, resetting or assigning a new Password(s) or blocking / re-issuing a Payment Instrument associated with your account.
11. Additional Customer obligations and restrictions on the use of Contomobile Services
11.1. By using any of our Service you agree that you shall:
11.1.1. act strictly in accordance with the Contomobile Terms at all times and will comply with all of your obligations under the Contomobile Terms
11.1.2. not use the Contomobile App, Customer Self-Service Portal, 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;
11.1.3. only use the Contomobile Account and our Services on your own behalf and not on behalf of any third party (and that the electronic money held on your Contomobile Account will belong to you and that no other person shall have any rights in relation to the funds held in the Account and that you shall not assign or transfer your account to a third party or otherwise grant any third party a legal or equitable interest over it).
11.1.4. not infringe any copyright, patent, trademark, trade secret or any other Intellectual Property rights belonging to Contomobile or any third party;
11.1.5. ensure that all information you provide to us is complete and correct and under no circumstances submit any misleading, inaccurate or false information;
11.1.6. only use your Contomobile Account to transfer and/or receive legitimate funds that have been legally acquired;
11.1.7. not use the Contomobile App, Customer Self-Service Portal, your User Profile, Contomobile Account or any of our Services for any purpose connected with the operation of shell companies, shell banks, political or religious organisations or to offer services in the following industries: adult entertainment, pornography, dating or escort services; auction houses; drugs (including prescription drugs) or drug paraphernalia; file-sharing services; gambling; multi-level marketing, pyramid schemes, investment schemes promising high rewards or any other businesses we determine in our discretion to engage in unfair or predatory practices; or weapons, defence or military goods and services;
11.1.8. not use the Contomobile App, Customer Self-Service Portal, your User Profile, Contomobile Account or any of our Services for any purpose connected with the following industries without our prior written consent: Alcohol; Charitable activities; Cryptocurrency; Money Service Businesses; Legal services; or Tobacco;
11.1.9. not use the Contomobile App, Customer Self-Service Portal or your Contomobile Account or any of our Services to purchase goods or services in the following industries, or otherwise transfer funds to organisations involved in these industries, without our prior written consent: adult entertainment, pornography, dating or escort services; alcohol; auction houses; cryptocurrency; drugs (including prescription drugs) or drug paraphernalia; file-sharing services; gambling; legal services; money service businesses; multi-level marketing, pyramid schemes, investment schemes promising high rewards or any other businesses we determine in our discretion to engage in unfair or predatory practices; political, religious or charitable organisations; tobacco; or weapons, defence or military goods and services;
11.1.10. fully cooperate with Contomobile for the purpose of any investigation into a potential breach of the Contomobile Terms, and with any reasonable request we make for the purpose of verifying your identity or establishing the source of any funds to be used on your Contomobile Account;
11.1.11. not use your Contomobile Account or any Services in a way that could result in losses, liability (financial or otherwise) or other negative legal consequences for Contomobile or any other third parties;
11.1.12. not use your Contomobile Account or any Services from any country that is included on the list of Restricted Foreign Countries or for the purpose of making a payment to a Restricted Foreign Country (you can access the current list of Restricted Foreign Countries via the Price List);
11.1.13. be liable for any losses incurred by Contomobile, other Contomobile Customers and any third parties as a result of your breach of the Contomobile Terms; and
11.1.14. notify us immediately if you become aware at any time that funds may have been credited to your account in error. You agree 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 that we shall have the right to debit any such funds from your Contomobile 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.
11.2. By agreeing to the Contomobile Terms the Customer warrants that:
11.2.1. no funds will be held on your Contomobile Account(s) at any time which have been received in the course of any criminal activity or which represent the proceeds of crime;
11.2.2. You will not use the Contomobile Services for any illegal purpose at any time, including but not limited to money laundering or terrorist financing activities.
12. Languages, Notices, Amendments to the Contomobile Terms and Documents
12.1. The Main Service Agreement and Contomobile Terms are concluded in Lithuanian unless the Customer requests that the Main Service Agreement and Contomobile Terms are concluded in English instead during the User Profile registration process.
12.2. Any notices required from either party under the Contomobile Terms may be submitted in Lithuanian or English.
12.3. Contomobile may send notifications to the Customer by: uploading them to the Contomobile Website (this method will only be used for general notices); sending via the Contomobile App or the Customer’s Self-Service Portal; sending an e-mail to any address provided by the Customer for this purpose; sending an SMS message to the Customer if a mobile phone number has been provided for this purpose; or by post if a correspondence address has been provided by the Customer.
12.4. The Customer should send notifications to Contomobile relating to a security issue in accordance with Clause 10.6. You may send notifications in relation to any other issue by: sending a message via the Contomobile App or Customer Self-Service Portal; sending an e-mail to support@contomobile.com; or by post to Tuskulėnų g. 33C-55, Vilnius, Lithuania.
12.5. Notifications that are sent by e-mail, SMS, via the Contomobile App or Customer Self-Service Portal or by uploading to the Contomobile Website shall be deemed to have been received not later than 24 hours after sending. Notifications sent by post shall be deemed to have been received 5 (five) Working Days from the date it was posted.
12.6. 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. 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.
12.7. 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 working practices, the provision of a new Service, or where changes to the Agreement do not substantively alter your rights and responsibilities under this agreement and/or are not prohibited by law, the notice requirements under clause 12.6 will not apply and the amendment may be made at shorter notice, or without notice, at our discretion.
12.8. Contomobile shall have an unconditional right to unilaterally change the hardware, software, user interface and visual design of the System (including but not limited to the Contomobile App, Customer Self-Service Portal and Website). Where possible we will provide the Customer with advance notice of any changes of this nature. In the event that we agree to make any changes of this nature at the request of a Customer, the Customer will be liable to pay for all costs that we incur and these costs may be deducted directly from the Customer’s Contomobile Account.
12.9. It is your responsibility to ensure that the contact details stored in your User Profile (including your mobile phone number, email address and correspondence address) are correct and fully updated. In the event that any of your contact details change you agree to update your User Profile within 1 (One) Working Day. You are also responsible for ensuring that you log into the Contomobile App, Website, Customer Self-Service Portal, your SMS messages and any email accounts you have registered with us on a regular basis to review any notifications that we may have sent via these methods. You will be responsible for any loss that you may incur if you do not receive a notification as a result of failing to maintain up to date contact details, or as a result of any failure to review a notification we have sent to you in a timely manner.
12.10. You may access full details of all Payment Transactions executed in relation to your Account via the Contomobile App or Customer Self-Service Portal. Payment Transaction data will remain available for a period of at least 18 months from the date of the Payment Transaction. If you wish to retain a permanent copy of your Payment Transaction data, you can generate and download a Statement by logging into the Customer Self-Service Portal.
CLAUSE 12.11 SHALL ONLY APPLY TO BUSINESS CUSTOMERS THAT ARE SMALL BUSINESSES
12.11. You agree to log in to the Contomobile App or Customer Self-Service Profile at least once per month to review and verify the Payment Transactions recorded on your Statement and will immediately notify Contomobile in writing about unauthorised or incorrectly executed Payment Transactions and any other errors, discrepancies or inaccuracies in the Statement. In these circumstances you should contact us as a matter of urgency as soon as you become aware of the issue, but in any event not later than 13 (Thirteen) months from the date of the Payment Transaction that you believe was unauthorised or incorrectly executed; If you do not inform us of any potentially unauthorised or incorrectly executed Payment Transactions within this timeframe, we will not be liable for any losses that may be incurred as a result, as further set out in Section 13 below.
CLAUSE 12.12 SHALL ONLY APPLY TO BUSINESS CUSTOMERS THAT ARE CORPORATE CUSTOMERS
12.12. You agree to log in to the Contomobile App or Customer Self-Service Portal, at least once per month to review and verify the Payment Transactions recorded on your Account and will immediately notify Contomobile in writing about unauthorised or incorrectly executed Payment Transactions and any other errors, discrepancies or inaccuracies. In these circumstances you should contact us as a matter of urgency as soon as you become aware of the issue, but in any event not later than 60 (sixty) calendar days from the date of the Payment Transaction that you believe was unauthorised or incorrectly executed. If you do not inform us of any potentially unauthorised or incorrectly executed Payment Transaction within this timeframe, we will not be liable for any losses that may be incurred as a result, as further set out in Section 13 below.
12.13. When notifying us of a potentially unauthorised or incorrectly executed Payment Transaction, or any other unauthorised access or use of your Contomobile Account you should include as much information as possible and cooperate fully with all reasonable requests that we may make to allow us to investigate and resolve the issue.
12.14. To the extent that you are required to submit any document to us that was executed outside of Lithuania, or in a Language other than English or Lithuanian, we are entitled to require you to provide a certified translation into English or Lithuanian and/or a legalised and apostilled copy of the document unless prohibited by law. The Customer shall bear any costs arising in relation to the conclusion, delivery, certification, translation or legalisation of any such documents.
13. Liability
CLAUSES 13.1 TO 13.6 (INCLUSIVE) SHALL ONLY APPLY TO BUSINESS CUSTOMERS THAT ARE SMALL BUSINESSES
13.1. If you have duly notified us in accordance with section 12.11 that you did not authorise a Payment Transaction we will refund you in full for the unauthorised Payment Transaction as soon as practicable (and in any event not later than the end of the Working Day after you have notified us of the unauthorised Payment Transaction) and, where applicable, restore the account to the state it would have been in had the Payment Transaction not been made, except in the following circumstances:
13.1.1. If you have acted fraudulently or have intentionally or with gross negligence failed to observe your obligations in relation to security as set out at section 10, in which case you will be responsible for all losses incurred as a result of any unauthorised Payment Transaction. If we have reasonable grounds to suspect that you have acted fraudulently, we will be entitled to withhold any refund pending further investigation by us and we reserve the right to refer the matter to law enforcement agencies at our discretion and to notify the Supervisory Authority of the Bank of Lithuania. In the event that you have received a refund from us in respect of an unauthorised Payment Transaction but we subsequently have reasonable grounds to suspect that you have acted fraudulently or have intentionally failed to observe your obligations in relation to security, we shall be entitled to freeze access to funds on your account to the same value of the refund pending further investigation. If it is established following an investigation by us that you have acted fraudulently or have intentionally or with gross negligence failed to observe your obligations in relation to security, we shall be entitled to reverse the refund from your Contomobile Account and we reserve the right to refer the matter to law enforcement agencies at our discretion and to notify the Supervisory Authority of the Bank of Lithuania;
13.1.2. If 13.1.1 is not applicable, but any losses were incurred in respect of an unauthorised Payment Transaction arising from the use of a lost or stolen Payment Instrument, or from the misappropriation of a Payment Instrument and you have failed to protect the customised security features of the Payment Instrument you will be responsible for losses of up to EUR 50, unless applicable laws determines otherwise;
13.2. If you have duly notified us in accordance with section 12.11 that a Payment Transaction was incorrectly executed (i.e. non-execution, defective execution or late execution of the Payment Transaction), we will be liable to you for the correct execution of the Payment Transaction, except in the following circumstances:
13.2.1. If the Payment Service Provider of the Payer or the Payee is located outside the European Economic Area (EEA) we will only be liable if the incorrect execution of the Payment Transaction was the result of an error by us.
13.2.2. We shall not be liable for the incorrect execution of a Payment Order if it is executed in accordance with an incorrect Unique Identifier provided to us by you. However, we will make reasonable efforts to track the Payment Transaction and will seek to recover your funds. In these circumstances – we reserve the right to require you to pay our reasonable additional costs If we are not able to recover your funds, on written request we will provide you with all relevant information that we have available so that you may pursue the matter further yourself.
13.2.3. We shall not be liable for the incorrect execution of a Payment Transaction if we can prove to you (and where relevant, to the Payee’s Payment Service Provider) that the Payee’s Payment Service Provider received the amount of the payment at the appropriate time. In these circumstances the Payee’s Payment Service Provider may be liable for correct execution of the Payment Transaction.
13.3. Unless you have acted fraudulently, you will not be liable for any losses as a result of any unauthorised Payment Transaction incurred after you have contacted us, without undue delay, on becoming aware of the loss, theft, misappropriation or unauthorised use of a Payment Instrument associated with your Contomobile Account. If you need to contact us to report a security concern (and/or request that we block access to your Contomobile Account, User Profile or any associated Payment Instrument) you should do so by sending a message via the Contomobile App or Customer Self-Service Portal or sending an e-mail to support@contomobile.com as soon as possible.
13.4. In the unlikely event that Contomobile does not make it possible for you to report a Payment Instrument as lost, stolen or misappropriated at any time, unless you have acted fraudulently, you will not be liable for any losses incurred as a result of any unauthorised use of any Payment Instrument associated with your Contomobile Account during the period that you were not able to report the Payment Instrument as lost, stolen or misappropriated. In these circumstances Contomobile will refund you for any losses incurred as a result of the unauthorised use of the Payment Instrument.
13.5. You may be entitled to claim a refund for an authorised Payment Transaction that was initiated by or through a Payee subject to the following conditions:
13.5.1. The Payee is located in the EEA;
13.5.2. The authorisation that you provided to the Payee did not specify the exact amount of the Payment Transaction;
13.5.3. The amount of the Payment Transaction exceeded the amount that you could have reasonably expected to pay;
13.5.4. You did not give consent to Contomobile directly for the payment Transaction to be executed;
13.5.5. Information on the Payment Transaction was not made available to you in an agreed manner during the four weeks before the Payment transaction was executed; and
13.5.6. You have requested a refund within 8 (eight) weeks of the relevant Payment Transaction.
13.6. Upon receipt of a request for a refund in accordance with Clause 13.5 we may require you to submit such additional information as we consider reasonably necessary to evidence that the conditions at Clause 13.5 have been met. Upon receipt of all relevant information we will consider the request and, within 10 (ten) Working Days either refund the amount of the Payment Transaction to your Account, or provide a written explanation of why we consider that the conditions for a refund have not been met.
CLAUSE 13.7 SHALL ONLY APPLY TO BUSINESS CUSTOMERS THAT ARE CORPORATE CUSTOMERS
13.7. If, following an investigation by us, it has been established that you did not authorise a Payment Transaction or a Payment Transaction was incorrectly executed (i.e. non-execution, defective execution or late execution), and you have duly notified us in accordance with section 12.12, we will refund you for the unauthorised Payment Transaction or be liable to you for the correct execution of the Payment Transaction and, where applicable, restore the account to the state it would have been in had the Payment Transaction not been made if you can evidence that the Payment Transaction was performed or incorrectly executed as a result of our gross negligence, fraud or wilful misconduct.
13.8. You will be liable for all fines, penalties, direct and indirect losses or other liabilities (financial or otherwise) incurred by Contomobile, caused by or arising out of your breach of the Contomobile Terms and agree to reimburse any such liability to the fullest extent permitted by law.
13.9. You agree to indemnify and hold harmless Contomobile and our employees, partners, agents and third party service providers and their related companies authorised to act on our behalf against any claim (including legal fees) made or incurred by any third party due to or arising out of your breach of the Contomobile Terms or of any law.
13.10. Contomobile shall not be liable for:
13.10.1. non-execution or defective execution of a Payment Order if it is executed in accordance with an incorrect Unique Identifier provided to us by you. However, we will make reasonable efforts to recover your funds in these circumstances – we may charge you for doing so and will pass on any charges from third parties for their assistance.
13.10.2. Incorrect execution of any Payment Order if we can prove to you (and where relevant, to the Payee’s Payment Service Provider) that the Payee’s Payment Service Provider received the amount of the payment at the appropriate time. In these circumstances the Payee’s Payment Service Provider may be liable for correct execution of the Payment Transaction.
13.10.3. any losses arising as a result of your failure to protect your Contomobile Account security details (including Passwords or other Security Credentials as well as the customized security features of any Payment Card or other Payment Instrument associated with your Contomobile Account), or any intentional or grossly negligent failure to observe your security obligations under section 10;
13.10.4. the criminal actions or operations of any third party performed by using forged and/or illegal documents or illegally acquired data;
13.10.5. errors made by banks, financial institutions, or other Payment Service Providers or other third parties;
13.10.6. consequences arising as a result of any failure or delay in the performance of any Contomobile obligations caused by any factor outside of our reasonable control including the action or inaction of you or any third party;
13.10.7. any consequences arising when Contomobile legally terminates this Agreement, or for any suspension of access to our Services or other action taken in relation to your Contomobile Account or User Profile in accordance with the Contomobile Terms;
13.10.8. goods and services that are purchased by using your Contomobile Account or for any failure by a third party to perform any agreement or other arrangement for which payment is made or received via any Contomobile Account;
13.10.9. the performance of the Customer’s tax obligations, tax calculations or transfer of taxes or compliance with any legal or regulatory obligation in any jurisdiction; or
13.10.10. any failure to perform a contractual obligation, or for any losses arising as a result of the failure to perform any such obligation, as the result of a requirement imposed on us by law.
13.11. Our liability to you in connection with this Agreement (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:
13.11.1. We will only be liable for direct losses incurred as a result of a material breach of the Contomobile Terms and only to the extent that such losses would have been reasonably foreseeable by us at the time of any such breach of the Agreement; and
13.11.2. We shall not be liable for:
13.11.2.1. loss of profit;
13.11.2.2. loss of revenue;
13.11.2.3. loss of reputation;
13.11.2.4. loss of goodwill;
13.11.2.5. loss of sales or business;
13.11.2.6. loss of agreements or contracts;
13.11.2.7. loss of use or corruption of software, data or information;
13.11.2.8. any indirect or consequential loss.
13.12. The Contomobile Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to this subject matter. Each party acknowledges that in entering into the Main Service Agreement and Contomobile Terms it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in the Main Service Agreement and Contomobile Terms.
13.13. Any failure of either party to exercise or enforce its rights under these Contomobile Terms shall not amount to a waiver of any subsequent breach.
13.14. Nothing in the Contomobile Terms is intended to exclude or limit liability for death, personal injury, fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited by law.
13.15. Except as set out in the Contomobile Terms, all conditions or warranties implied by law, statute, or otherwise in respect of any Services to be provided by Contomobile are excluded to the fullest extent permitted by law.
13.16. Our Services are provided on an “As Is”, “As Available” basis and Contomobile does not warrant that access to the Contomobile App, Customer Self-Service Portal, your User Profile, Contomobile Account or any of our Services will be uninterrupted or error free. Access to our Services may be affected and interrupted by factors which are outside of our control. Contomobile will make commercially reasonable efforts to provide uninterrupted access to our Services but we shall not be liable for any losses that may be incurred directly or indirectly as a result of any interruption in the availability of our Services which is the result of: (i) scheduled and emergency repairs, updates or maintenance; (ii) the failure of our System or of any third party system that we rely on to provide our Services; or (iii) a Force Majeure event or any other circumstances or causes that are beyond our reasonable control.
13.17. Neither Party will be in breach of the Contomobile Terms for delay in performing or failure to perform its obligations under the Contomobile Terms if it proves that the delay or failure to perform is due to a Force Majeure event. The Customer shall notify Contomobile about any relevant Force Majeure event impeding the performance of its obligations in writing within 10 (ten) Working Days from the day when Force Majeure event occurred. Contomobile shall notify the Customer about the Force Majeure event by e-mail or via a notification published on its Website within 10 (ten) Working Days.
14. Termination and Suspension of Services
14.1. Contomobile, at our sole discretion in accordance with the Contomobile Terms and our legal and regulatory obligations, may unilaterally and without notice apply one or more of the following measures:
14.1.1. suspend the execution of any Payment Transaction;
14.1.2. suspend the provision of any or all of our Services to you;
14.1.3. restrict or suspend access to the Contomobile App, Customer Self-Service Portal, your User Profile and Contomobile Account(s);
14.1.4. place a hold on funds in your Contomobile Account that are the subject of a dispute or if required by law;
14.1.5. reverse a Payment Transaction and return funds received into your account to the payer’s account.
14.2. The measures specified in clause 14.1. above may be applied in any of the following circumstances:
14.2.1. if you are in material breach of the Contomobile Terms, or we reasonably believe that you will imminently be in material breach of the Contomobile Terms and it is necessary for us to take steps to prevent the breach;
14.2.2. if we suspect that you are engaged in Money Laundering or Terrorist Financing activity, that you have used (or will use) any of our Services for any illegal purpose, for a purpose that is prohibited under the Contomobile Terms, for a purpose that we consider presents a reputational risk to us or in a manner that materially increases our risk level;
14.2.3. if you fail to perform any of your obligations in accordance with clause 11 of the Terms of Use;
14.2.4. if we cannot verify your identity, the source of funds or any other information that you have provided to us;
14.2.5. if we reasonably believe that your use of our Services or System might damage, corrupt or otherwise adversely affect our Services or System (or any part thereof including any network, hardware, software or data that we use to provide our Services);
14.2.6. if we reasonably believe that it is necessary to protect your Contomobile Account, or to prevent any unauthorised or fraudulent use of money in your Contomobile Account or to protect other Contomobile Customers, our Services or System;
14.2.7. if there is a negative balance on any Contomobile Account that you hold;
14.2.8. if there is a material change in the nature of your business activities or a material change in the volume of transactions that you enter into through your account;
14.2.9. if you become bankrupt or insolvent;
14.2.10. if you are a legal entity and there is a Change of Control;
14.2.11. if your business is a partnership and the partnership ends for any reason; or
14.2.12. in the event of your death or incapacity.
14.3. Where possible, Contomobile shall notify the Customer about any measures we have imposed in accordance with clauses 14.1 and 14.2 as soon as practicable and to explain any actions that may be required to restore full access to our Services. However, we may be unable to contact you or provide any information in relation to steps that we have taken if we are prohibited from doing so by law or the provision of such information would present a security risk to Contomobile or our System, Customers or any third party.
14.4. If we reasonably suspect that you are engaged in money laundering, terrorist financing or any other criminal activity, reasonably believe that the Contomobile App, Customer Self-Service Portal, your Contomobile User Profile or Contomobile Account(s) are at risk of being used for money laundering, terrorist financing or any other criminal activity, or otherwise deem at our discretion that it is necessary for us to comply with our legal and regulatory obligations, we shall have the right to immediately suspend access to any or all of our Services without notice and without providing any further explanation pending further investigation.
14.5. If we reasonably suspect that the security of the Contomobile App, Customer Self-Service Portal, your Contomobile Account or User Profile has been compromised, Contomobile will have the right to immediately suspend access to any or all of our Services without notice. If access to our Services is suspended on this basis, Contomobile shall notify the Customer as soon as possible and explain the actions that will be required to restore access to our Services.
14.6. Any suspension of access to our Services imposed by us in accordance with the Contomobile Terms will be revoked if the circumstances that gave rise to the suspension no longer apply.
14.7. Contomobile shall not be liable for any losses incurred as a result of the suspension of access to the Contomobile App, Customer Self-Service Portal, your User Profile, Contomobile Account or any of our Services or for any other restrictions imposed in accordance with the Contomobile Terms.
14.8. In order to comply with our legal obligations, it may be necessary for us to suspend execution of a Payment Transaction and/or withhold access to funds from a Payment Transaction for such period as may be required by law or in accordance with the Contomobile Terms. In these circumstances, we may be unable to contact you or provide any information in relation to steps that we have taken if we are prohibited from doing so by law, but to the extent that we are permitted to do so we will update you on the status of the Payment Transaction within 10 (ten) Working Days.
14.9. You may, without affecting any other right or remedy available to you, unilaterally terminate the Main Service Agreement and Contomobile Terms by providing us with at least 30 (thirty) calendar days’ notice of your intention to terminate by any of the methods permitted at section 12 above.
14.10. Either Party may, without affecting any other right or remedy available to it, unilaterally terminate the Main Service Agreement and Contomobile Terms with immediate effect by giving written notice of termination by any of the methods permitted at section 12 above, if a change to the applicable legal or regulatory framework (including: the introduction of new laws, regulations, or rules / guidance applied by any Competent Authority; any amendment to existing laws, regulations or rules / guidance applied by any Competent Authority; or a change in the interpretation or application thereof by a Competent Authority or any other competent governmental, regulatory or judicial authority) means that it becomes unlawful for either party to perform its obligations under this agreement, and it is not possible to sever the relevant obligation from the Contomobile Terms.
14.11. We may, without affecting any other right or remedy available to us, unilaterally terminate the Main Service Agreement and the Contomobile Terms and cease to provide our Services, without any obligation to explain the reason for our decision, by providing you with 60 (sixty) calendar days’ notice in advance of our intention to terminate by any of the methods permitted at Section 12 above.
14.12. We may, without affecting any other right or remedy available to us, unilaterally terminate the Main Service Agreement and Contomobile Terms your Contomobile Account(s) have an aggregate zero balance (or negative balance) for a continuous period of 12 months and you have not carried out any Payment Transactions during the 12 month period.
14.13. If the Main Service Agreement and Contomobile Terms are terminated by either party, Contomobile will have the right to deduct any amount that is owed to us from the balance held on your Contomobile Account(s) (including, but not limited to: outstanding Fees for provision of Contomobile Services; reimbursement of any expenses that we may have incurred, such as fines or charges imposed by card issuers or other financial institutions and/or state institutions; and any compensation we may be entitled to receive from you in respect of losses we have incurred as a result of your breach of the Contomobile Terms). If the balance of funds held on your Contomobile Account(s) is not sufficient to cover the full amount that is owed to us, the Customer shall pay the outstanding amount to an account specified by Contomobile within 3 (three) Working Days. If a dispute arises between the Customer and Contomobile, Contomobile shall have the right to retain any disputed funds until the dispute has been resolved.
14.14. Notice of termination by either party shall not exempt the Customer from continuing performance of all of its obligations to Contomobile under the Contomobile Terms until the termination takes effect.
14.15. Termination by either Party shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date the termination takes effect, including the right to claim damages in respect of any breach of the Contomobile Terms which existed before the termination took effect.
14.16. Any provision of the Contomobile Terms that is expressly, or by implication by its nature, intended to continue in force on or after the date the termination takes effect shall continue in full force and effect.
14.17. Following termination by either party, on the date the termination takes effect your Contomobile Account(s) will be closed and the remaining balance of Electronic Money stored on your Contomobile Account(s) will be redeemed. You will be required to select a method for funds to be returned from any of the redemption methods supported by Contomobile by submitting a valid Payment Order.
14.18. If you do not select a method by which the remaining balance of Electronic Money should be redeemed in the circumstances outlined at 14.16, the balance of funds on your Contomobile Account(s) will be held in a segregated account until a valid Payment Order has been received and, upon receipt of the valid Payment Order, transferred to the account specified by you.
14.19. If, following termination, Contomobile receives a refund for a payment made from your Contomobile Account or funds are returned to us from a third party in relation to a Payment Transaction made from your Contomobile Account prior to termination, Contomobile shall hold the funds in a segregated account, notify you of the receipt and transfer the funds to an account specified by you.
15. Confidentiality and protection of data
15.1. Each party agrees that it will not use in any way, for its own benefit or the benefit of any third party, any of the other party’s Confidential Information, except as required to enable it to perform its obligations under the Contomobile Terms, nor disclose such Confidential Information to any third party (unless required by law or as reasonably necessary to its own professional advisers) without the prior written consent of the other Party or its authorized representatives. Each party shall take reasonable precautions to protect Confidential Information that belongs to the other party, to at least the same degree of care it would normally use to protect its own Confidential Information. Each party agrees that the obligations under this clause will survive termination of the Main Service Agreement and the Contomobile Terms.
15.2. The processing of Personal Data that we collect from you, that you provide to us or that we collect from third parties is governed by our Privacy Policy, which is an Annex to the Main Service Agreement and is available here. The Privacy Policy contains important information about how we will handle your Personal Data. It is important that you familiarise yourself with the policy.
15.3. Contomobile shall have the right to transfer information or Personal Data collected about you and the activity on your Contomobile Account to law enforcement agencies, state authorities, regulatory bodies, financial institutions or Payment Service Providers if it is necessary in order to comply with our legal and regulatory obligations.
15.4. Contomobile has the right to transfer your data to Payment Initiation Service Providers and Account Information Service Providers with your explicit consent. We may refuse access to Payment Initiation Service Providers or Account Information Service Providers for objective reasons related to the unauthorized access of these providers to your account, including unauthorized initiation of a payment transaction. In this case, we will inform you, if possible, before refusing access and at the latest after the refusing access, except in cases where we are prohibited from doing so by law.
16. Intellectual property
16.1. All Intellectual Property Rights in the Contomobile App, Website, Self-Service Portal and System and in the proprietary technology used to deliver the Services (including without limitation our software, algorithms, documentation, know how, Confidential Information and any modifications, improvements or derivatives thereof) are owned or licenced by Contomobile and its related companies.
16.2. You may only use the Contomobile App, Website, Self-Service Portal and System for the purpose of receiving and using our Services, in a manner consistent with the Contomobile Terms. The Contomobile Terms do not grant or transfer any other licence, ownership or other Intellectual Property Rights in the Contomobile App, Website, Self-Service Portal and System or the proprietary technology used to deliver the Services.
17. Corporate Opt-Out
CLAUSE 17.1 SHALL ONLY APPLY TO BUSINESS CUSTOMERS THAT ARE CORPORATE CUSTOMERS
17.1. As a Corporate Customer, certain provisions of the Law of the Republic of Lithuania on Payments (or equivalent legislation implementing the Payment Services Directive in other jurisdictions) may be disapplied to your use of our Services – this is known as the “Corporate Opt-Out”. You agree that while we may do so, we are not obliged to provide you with the information set out in Chapter III of the Law of the Republic of Lithuania on Payments (or any equivalent legislation implementing (Title III of the Payment Services Directive in other jurisdictions). You also agree that the requirements of Article 4(1), (2) and (3), Article 11(1), (2) and (5), Article 29(3), Articles 37, 39, 41, 44, 51, and 52 of this Law on Payments (or equivalent legislation implementing Articles 62(1), 72, 74, 76, 77 and 89 of the Payment Services Directive))shall not apply.
18. Complaints
18.1. Contomobile will always seek to resolve any potential issues that you may experience with any of our Services as soon as possible. If you are dissatisfied with any element of the Services provided to you by Contomobile we would encourage you to contact us at the earliest opportunity. In the first instance we recommend that you contact our Customer Services team for support via email (support@contomobile.com). The Customer Services team can assist with a variety of issues quickly and efficiently or, on the rare occasions they are not able to assist directly, will be able to escalate the issue to the appropriate department.
18.2. If an issue is not resolved to your satisfaction by our Customer Service team you can submit a formal complaint. You may submit a formal complaint in accordance with our Complaints Policy, which can be found on our website here.
18.3. The complaint must include full details of the circumstances giving rise to the complaint including a full description of the issue, the date and time that the issue occurred and your preferred resolution. Please ensure that you identify any relevant documents (and provide copies of any documents that we do not already have in our possession) to allow us to properly consider your complaint.
18.4 After you have submitted your complaint (in accordance with the requirements described above), we will acknowledge receipt in writing by email within 3 (three) Business Days and confirm that we are looking into your complaint.
185. After receiving full details of your complaint, we will promptly consider the matter and aim to provide you with our final response within 15 (fifteen) Working Days. If the information you have provided with your complaint is not sufficient to allow us to properly address the issue, we will contact you and identify what further information or documentation we consider will be required to allow us to adequately address your complaint. Any delay arising as a result of the provision of insufficient information with your complaint will not be taken into account when assessing whether a final response has been provided within 15 (fifteen) Working Days.
18.6. If we are unable to provide a final response to your complaint within 15 (fifteen) Working Days, we will contact you to explain the reason for the delay and specify the date when you will receive a final response from us. In any event, we will provide our final response within 35 (thirty five) Working Days of the date the complaint was received
18.7. If you are not satisfied with our final response, or if you do not receive a response from us within the time period set out at paragraphs [18.5 and 18.6] above, you have the right to:
18.7.1 submit a complaint to the Supervisory Authority of the Bank of Lithuania address Totorių str. 4, LT-01121 Vilnius, e-mail info@lb.lt or Žirmūnų str. 151, LT-09128 Vilnius, e-mail pt@lb.lt, more information here; or
CLAUSE 18.7.2 SHALL ONLY APPLY TO BUSINESS CUSTOMERS THAT ARE SMALL BUSINESSES
18.7.2 If you are in the United Kingdom, refer your complaint to the Financial Ombudsman Service (the “FOS”). Financial Ombudsman Service, Exchange Tower, London, E14 9SR, 0800 023 4567. Further information about the FOS can be found on its website, here.
19. Governing law and jurisdiction
19.1. The Main Service Agreement and the Contomobile Terms shall be governed by and construed in accordance with the law of the Republic of Lithuania, including in any cases when a court of a jurisdiction other than the Republic of Lithuania is competent to consider a dispute which arises out of or in connection with the Main Service Agreement or the Contomobile Terms.
19.2. In the event of a dispute that the parties are not able to resolve through negotiations, the dispute shall be resolved in the courts of the Republic of Lithuania unless the parties have agreed in writing to a different jurisdiction or an alternative dispute resolution procedure.
