UAB Spenfi, incorporated and registered in Lithuania with company registration number 305394915 with head office in 4 Savickio Villnius, Lithuania offers a spending and revenue management solution for businesses. The Spenfi card and its related payment services are provided by UAB Nium EU. UAB Nium EU is a company registered in Lithuania with company number 304548794, is authorised as an electronic money institution (Licence No. 14 issued on 29 September 2017 by the Bank of Lithuania).

Definitions

Account(s) means an Electronic Money account and/or a payment account, provided and maintained in Your name by the EMI’s; the Accounts do not constitute banking accounts but shall be used for the execution of payment transactions;

Account Balance means the sum of the funds present on your different Accounts, i.e. Electronic Money account and payment account;

Agreement means the agreement You enter into with Us upon Our and the EMI’s acceptance of Your registration (through the Owner) as a customer on the Platform, and which is subject to the Terms;

AML Checks means all the relevant legal and regulatory requirements resulting from French rules, relating to the prevention of money laundering and terrorist financing, as may vary from time to time, and applicable to the EMI’s in relation to the Cards and the services inherent therein;

ATM means an automated teller machine or cash dispenser bearing the Card Scheme’s acceptance mark;

Card means any (re)loadable card, as well as any payment card issued to the Users and pursuant to the Card Terms and Conditions; Cards are issued by the Issuer;

Card Fees means all the fees payable to the Issuer in respect of the Cards, which are deducted from the Account(s) and which are related to Transactions and use of the Card, as such fees are set out and charged by the Issuer in accordance with the Card Terms and Conditions;

Card Issuer means UAB Nium EU, which issues the Cards and the Electronic Money;

Card Scheme means Visa® and/or any other similar card scheme, as may be indicated on the Platform;

Card Terms and Conditions means the terms and conditions (as may vary from time to time and as published on the Platform or as otherwise communicate to the Users) between You and the Users on the one hand and the Issuer on the other hand relating to use and operation of the Cards, including any specific terms and conditions relating to an individual Card;

Charges means sums payable by You to Us in respect of the Services and the use of the Cards, including the Fees;

Credentials means the identification techniques which must be used by any User in order to identify themselves with US for any instruction or request entered into the Platform in relation to the issuance, operation and management of their Card(s); such techniques may include an address, (mobile) phone number, PIN code, or any other security features which we think are appropriate to implement, such as the 3D Secure protocol, with a view to safeguarding Your privacy, rights and interests; the type of credentials required by Us may vary from time to time and will be indicated on the Platform;

EMI(s) means both Electronic Money Institutions authorized to issue, and which issues, the Cards and the Electronic Money, and which provide and maintain the Account(s);

EMI’s Contractual Documents means the Cards Terms and Conditions and the Framework Agreement for Payment Services, and any other contractual documents to be entered into between You and the EMI’s, as they are posted on the Platform, from time to time or otherwise communicated to the Owner acting on Your behalf;

Electronic Money means electronically, including magnetically, stored monetary value as represented by a claim on the issuer which is issued on receipt of funds for the purpose of making payment transactions and which is accepted by a natural or legal person other than the Electronic Money issuer;

Fees means the fees payable to Spenfi for the Services, as they may vary from time to time in accordance with the Terms; Fees may be linked to certain Services plan, and are disclosed on the Platform; they are deemed accepted by any User upon his/her registration on the Platform;

Issuer means UAB Nium EU , which issues the Cards and the Electronic Money.

Overdraft means an insufficient balance on a Card to cover Transaction Charges and Card Fees incurred on a Card;

Owner means the natural person subscribing to our Services via the Platform, on Your behalf.

Payment Services means (i) Services enabling cash withdrawals from a payment account as well as all the operations required for operating a payment account, (ii) Execution of payment transactions (payment card or credit transfers), including transfers of funds on a payment account with the user’s payment service provider or with another payment service provider, (iii) Issuing of payment instruments and (iv) Acquiring of payment transactions; Payment

Services are provided by one or several EMI’s;

Platform means the electronic services provided by Spenfi in order to access and use the Services, i.e., accessed the website available at spenfi.com operated by Spenfi (and/or any other website that we may notify to You from time to time), or any application that may be used on a mobile device and which would be made available by Spenfi

Services means access to the Platform and related customer support services provided by Us to You and the Users in connection to the use of the Platform and the Payment Services, in accordance with the functionalities, features and conditions set out on the Platform, as the may vary from time to time. The Services, to the extent that they relate to the Cards and the associated Payment Services, consist in communication services between You and the Users on the one hand and the EMI’s, which are the entities issuing the Cards, issuing the Electronic Money and/or providing the Payment Services inherent therein, on the other hand; Services include the access to certain features of the Platform for the management of the Cards issued at the request of the Users;

Transaction means any payment transaction that are covered by the Payment Services;

Transaction Charges means the amount of the payment or withdrawal made with a Card, inclusive of transaction costs charged by the payee or the ATM provider;

User means any person authorized by You (acting through the Owner) to expend the funds loaded on a Card and the Account(s), subject to the Contractual Documents and these Terms; for the avoidance of doubt, the Owner is a User;

“We”, “Us”, or “Our” refers to UAB Spenfi, or to the acts, assets, rights and obligations of that company as the case may be;

Working Day means all days except Saturdays and Sundays and public holidays in Lithuania;

“You” ,“Your”, or “Yours” refers to the organization on behalf of which the Owner enters into this Agreement, and which for all purposes stated herein is represented by the Owner.

PURPOSE

Spenfi provides with an online corporate finance management software to manage your business expenses and purchases. Through the use of our Services, you will be given access to Payment Services provided to you by the EMI. The purpose of These Terms and Conditions (hereinafter the or Our “Terms”) is to define how to use Our Services and Our Platform, our obligations as a service provider and your obligation as a customer, in accordance with EMI’S Contractual Documents You have to agreed to.

Access to Spenfi Services

Onboarding

If you fulfill the eligibility criteria disclosed on the Platform, the owner may, on your behalf, apply to register you for the spending management services and the cards, by following the registration steps described on the Platform, including acceptance of the Terms, the Fees, and the Contractual Documents, including AML Checks provided by EMI’s. As of the date of these Terms, Owners may only register companies registered in the European Economic Area (EEA). We may subject the completion of your registration to the condition that the Owner provides satisfactory evidence, or and/or that the owner represents, under his/her personal, responsibility that he/she is authorized to act on your behalf for such purpose, including for the acceptance of our terms and contractual documents in your name and for Your account. We may refuse the Services to any applicant in Our discretion, without being bound to explain Our refusal. Access to the Services will not be granted or maintained if one of the EMI’s refuses to issue (maintain) any Payment Services to any User.

Scope of Services

The Services may be used in order to apply to the EMI’s rules, for notifying Your acceptance of Our Terms and the Contractual Documents, and for the determination of the Users, certain features of the Payment Services, and the conditions under which the Payment Services may be used by any such User, all in accordance with the functionalities and options proposed from time to time by the Platform. Except for the application process for Cards (including acceptance of the Contractual Documents), the Services are at all times predicated on the assumption that the balance of the funds on the Account(s) is positive and that You have a valid and enforceable agreement in force with the EMI’s in respect of the Payment Services.

Service Availability

Certain services are accessible only to the owner or the users who identify themselves, in accordance with the functionalities set out on the platform, and by using their credentials. All of our services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Our reasonable control, including for the prevention of fraudulent access and use of the Platform. We shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Any Service to the Owner or any User may also be suspended where We have reasonable grounds to suspect that any of them does not use the Services in compliance with the Terms. In general, and subject to Our obligations under applicable regulations, We may at any time, without notice where We cannot give notice, withdraw, cancel or suspend any particular Service or facility provided to You or any User or We may refuse to relay to the EMI’s requests for the re-issuance or replacement any Card or other materials.

Restrictions on Payment Services

We cannot and do not make or any representation or warranty to You or any User in relation to the Payment Services, regulated by the Contractual Documents. In particular, We do not guarantee that the Payment Services, and particularly the Cards, can be used anywhere, and will be accepted by any merchant, or that the Card Scheme will authorize any particular Transaction. We shall not be liable for any loss or damage suffered in the event that an ATM or merchant refuses to accept the Card (in whole or part), or if a Transaction is not authorized, or if the Issuer and/or Card Scheme cancels or suspends a Card. Similarly, We shall not be liable to or the User for any loss or damage You or any User may suffer as a result of your Users’ use or inability to use the Card.

Our Representation

You are Our customer and You benefit from the rights and are bound by the obligations set out in the Terms. You shall be deemed to act, pursuant to this Agreement, through the Owner and any other User and any act, decision, instruction or request entered by the Owner (or by any User in the framework of the permissions granted to such User by the Owner) with his/her Credentials on the Platform shall be deemed to be Your act, decision, instruction or request. As a result, and without limiting the generality of the above, You agree to indemnify Us against any and all actions, claims, costs, damages, demands, expenses, liabilities, fines, sanctions, losses and proceedings We directly incur or which are brought against Us if You, or any User, have acted fraudulently, been negligent, failed to comply with Your legal obligations, or have misused the Card and Payment Services or any of the Services.

Dealing with EMI’s

Registration implies a payment by You to the Account(s), and Your acceptance of the Contractual Documents. Your registration is deemed to constitute an authorization given to Us to act in Your name and for Your account with the EMI’s (including for the transfer of Your and Users’ Personal Data (as defined in clause 11.1 below) on your behalf and acceptance of the Contractual Documents), except that We shall not interfere in the payment to be made to the Account(s). In general, by accepting the Terms, you agree to the relevant EMI Terms and Conditions and give Us the power to relay to the EMI’s in Your name of for Your account, any instruction from the Owner or any User in relation to the Account(s) and the Cards.

Information & Personal Data

We may subject the availability of the Services to the receipt of certain information about You and the Users, as such information shall be described on the Platform. We are also mandated by the EMI’s to gather from You all the information that the EMI’s may reasonably require, in particular in respect of AML Checks, pursuant to the Contractual Documents. Such information must be supplied to Us in accordance with the guidelines and steps described on the Platform. All the information that We receive about You and the Users may be sent to or otherwise shared with the EMI’s and Our subcontractors involved in the communication between Us and the EMI’s. All information communicated by You or the Users pursuant to the Terms must be sincere and complete and not misleading. All information communicated by You or the Users is confidential and protected by professional secrecy.

RULES APPLICABLE TO USERS

Role of Owner

The Owner is responsible for managing the Account(s) and Payment Services, notably: inviting Users on the Platform, requesting the issuance of physical/plastic Cards, allocating spending limits to the Cards, ordering credit transfers, preventing a Overdraft at all times, and for requesting any redemption from the Account(s). In the case where the Owner is not one of Your company representatives (executives, partners, etc.), You acknowledge that You grant the Owner with the previous permissions, and that We shall not be held responsible for any fraudulent or abusive use of our Services by the Owner.

Delegations

The Owner may delegate his/her management powers, in whole or in part, to any Users and set the powers of such Users in accordance with the features proposed on the Platform: grant permission to invite other Users, request the issuance of a physical/plastic Card, allocate spending permission to the Cards, oversee any payments made with any Card, order payment transfers. Such permissions may be merged by Us into permissions groups, so that powers may be delegated in accordance with the permissions included in such groups. In that case, (i) the Owner may not select in his/her discretion the combination of powers/permissions that he/she wants to delegate, and (ii) the persons to whom such powers are delegated may be called in accordance with the terminology determined by Us from time to time in Our discretion (“Administrator”, “Requester”, “Controller”, etc.). All references to the Owner, in any clause of Our Terms, are deemed to include references to the persons to whom the Owner has delegated the power to take the action contemplated by such clause.

Authorizing Users

The Owner may invite individuals to become Users. Access to the Services by Users other than the Owner is subject to a registration by such Users on the Platform in accordance with the process described therein. We are in charge of Users authentication in order to verify the User’s identity, including the use of credentials. A strong authentication is required when using the Payment Services or delegating sensitive rights to Users. This authentication is based on the use of two or more of the following elements: knowledge (something only the User knows), ownership (something only the User possesses) and inherence (something the User is). All these elements are independent, which means if one of them is compromised, the other’s reliability is not affected, in order to ensure the Credentials’ confidentiality.

Warranties about Users

You warrant to Us that all Users (i) shall be informed of, and insofar as necessary shall accept and adhere to (e.g., in respect of communication of the Personal Data of the Users as defined in clause related below), the conditions of issuance and use of the Cards and use of the Payments Services, in accordance with Our Terms and the Contractual Documents, as they may be amended from time to time, and in accordance with any other specific terms and conditions that may apply, (ii) shall register for and use the Services and the Payment Services in accordance with such Terms and Documents, (iii) shall be informed of the expiry, cancellation, or modification of the funds allotted to, their Cards for any reason, including the termination of the Agreement or the Agreement between You and the EMI’s, and (iv) have been informed of and, where required, have consented to, the collection and use of their Personal Data (as defined in clause related below) in accordance with these Terms and/or Your instructions.

Obligations of Users

Any User must: (a) maintain the confidentiality of their Credentials to access the Platform; (b) disclose his or her true identity when subscribing to the Services (no alias, etc.); (c) not breach or attempt to breach the security of the Platform and related systems including, without limitation, accessing or attempting to access any data not intended for such User; (d) refrain from interfering with the proper operation of the Platform or take any action which is likely to cause any Services to be interrupted or degraded; (e) not use the Platform or any other Services, including Payment Services other than for lawful purposes relating to legitimate business activities; and (f) not exceed the maximum balance limit on each Card.

Complaints

All Payment Services providers have to put in place an effective complaints procedure that can be followed by their payment service users before the dispute is referred to be resolved in an alternative dispute resolution (ADR) procedure or before a court. The complaints procedure contains short and clearly defined timeframes within which the Payment Services provider replies to a complaint. You shall take note of the EMI’s complaints procedures. Any complaint shall be addressed to Our customer service by email to the following address: [email protected]

Accounts

Opening of the Account

You especially agree to respect the Contractual Documents, and their schedules, in order to open an Account in Your name. Following Your acceptance of these Documents, a payment Account is opened by the EMI in Your name if the latter agrees to contract with You without having to justify its decision if not.

Funding of the Account

You can fund Your Account by ordering a bank transfer from your bank to Your Account. We shall only accept bank transfers that are coming from the bank that You declared during the KYB process. You may also fund your Account by making a card payment on the Platform. This operation may be subject to fees, which will clearly be indicated before You confirm the card payment.

Payment orders

The Owner can make credit transfer orders in order to debit the Account(s). These payment orders are authenticated by Your Credentials and, if applicable, through a strong authentication, such as 3D Secure protocol. Once confirmed, money is gone and there is no way to retrieve it, unless it is an unauthorized transaction. The Owner has the right to delegate credit transfer permissions to any Users. We have no right to modify the payments instructions, which are executed by EMI’s in accordance with their Contractual Documents. The EMI’s or We reserve the right to refuse to execute a payment order, in particular if the order is incomplete or incorrect and if the EMI’s or We suspect fraudulent use of Your Account or breach of security. We provide You with reporting of payment transactions, which are available on Our Platform.

Inactive accounts

An Account (payment account) shall be considered inactive when, after a twelve (12) month period, no Payment transaction has been operated (excluding the debit of any management fees) and You or any User have not contacted Us in any way whatsoever. Should the payment account be considered inactive, we shall inform You through whatever means. Failing a response from You or any new Transaction on the payment account, and if the balance is positive, the payment account shall be closed at the end of a period of ten (10) years as of the last Transaction on this payment account. You shall be informed through whatever means six (6) months before the effective closure of the payment account. The balance shall be deposited to your set top up account. We may debit annually any fees for management of the inactive Payment Account, within the limits authorised by the law.

Cards

Issuance

Cards are personal and issued by the Issuer at the Owner’s request acting on Your behalf, subject always to Your registration with Us and acceptance of Our Terms and Contractual Documents. Cards are issued at the Issuer’s discretion at all times. We will not be responsible for any rejection or delay by the Issuer to issue the Cards. Please read your relevant issuer Terms and Conditions.

Application

Subject to compliance with Our Terms and Contractual Documents, Cards are issued only if the application is submitted via the Platform and in accordance with the modalities set out on the Platform (e.g., including the answers to all questions on Users’ identification details), as they may vary from time to time. We will arrange for the distribution of Cards issued by the Issuer directly to the relevant Owner.

Loading Cards

When the Cards are prepaid, they are loaded with Electronic Money credited to the Account upon Your request through the Platform and in accordance with the instructions set out at the appropriate section of the Platform. The Electronic Money allocated to the Card(s), as requested by Users, will be allocated directly and immediately from the Account. No Electronic Money may be allocated to and loaded on any Card in excess of the Account Balance at the time of the allocation.

Instructions to allocate Electronic Money to any Card must be authorized in accordance with the parameters set by You on Your Account via the appropriate section of the Platform. Depending of the roles and permissions set by the Owner, Users may access information about Account Balances, Charges, Card transactions and Card fees via the Platform.

When Cards are postpaid, You commit to pay for all Transactions and Fees under the conditions specified in the Contractual Documents, notably by transfer or debiting from Your personal payment account.

Card Management

The management of the Account(s) and of the Cards, including the determination of the funds to be allocated to each Card, is Your sole responsibility and at Your sole risk. You must in particular see to it that there is no Overdraft at any time. Cards can be used only if the Balance is positive. We will not be liable for any loss incurred as a result of errors made by You or the Users. Cards can’t be used anymore after they expired.

Our Role In Relation To The Cards

All Your and the Users’ rights and obligations in relation to the Cards are subject to the Contractual Documents and Our only role, through the Platform, is to facilitate communication between You and the Users on the one hand, and the Issuer on the other hand in relation to the Cards (application process, registration, funding, requests for additional Cards, Cards distribution, etc.).

Card & ATM Fees

All Card Fees will be charged directly to the Card which incurred the charge and will be automatically deducted from that Card, in accordance with the Card Terms and Conditions. Card Fees may vary from time to time in accordance with the Card Terms and Conditions. We will notify You in advance of any changes shortly upon receipt from the Issuer of all relevant information. ATM fees and foreign exchange charges are charged directly to the Card at the time of Transaction. Surcharge ATMs will make a charge in addition to any Card Fees, as set out by the ATM provider. This will also be automatically deducted from the balance of the Card at the time of withdrawal. If there is an Overdraft (e.g., as a result of a variation of the applicable forex rate between the time of the payment and the time of the settlement of the payment), Card Fees (plus any Transaction Charges) applied to Cards shall be reimbursed by You directly on demand. We may at Our sole discretion use available funds on the Account(s) to cover any outstanding Overdraft on such Cards.

Lost & Stolen Cards

We will not be liable for any loss caused or suffered as a result of lost, stolen or unauthorized use of a Card. If a Card is lost or stolen, some or all of the value of the funds on the Card may be lost. Our role will be limited to provide You with a reasonable assistance in challenging unauthorized payments and seeking refunds in accordance with applicable laws and the Card Terms and Conditions.

Redemption from Card

Subject to the payment of any appropriate Charges, the Owner may request redemption of unspent Electronic Money (in whole or in part) on a Card at any time. This request shall be made through the Platform. Such Electronic Money will be removed from the Card balance and credited to the relevant Account. Redemption of the Electronic Money is subject to the Contractual Documents.

Cancellation

Owners may cancel a Card via the Platform at any time in accordance with the Card Terms and Conditions. On cancellation of a Card for any reason, We will not be liable for any Electronic Money already spent on the Card prior to any valid request to cancel. Any unspent Electronic Money allocated to the Card will be returned to the relevant Account. It is Your responsibility to see to it that Cards are cancelled in due time (e.g., when a User leaves Your organization).

Payment of Charges

Fees & Invoices

You must pay to Us the Fees disclosed on the Platform in relation to the Services for which Users have registered, depending on the Services subscribed to by the Users and the applicable Services plan. Our invoices for the Fees shall be available on the Platform.

Allocation to Accounts

All Charges shall, when payable, be charged directly to the relevant Account and will be automatically deducted from that Account. If You have several Accounts and Your debt is not inherent in a particular Account, We may decide in Our discretion to charge in whole or in part any of Your Accounts.

Insufficient Balance and postpayment

In the event where the Account Balance is not sufficient to cover and pay Charges or in case of after due unpaid Charges for postpaid Cards, You will no longer be able to issue new Cards or to use already issued Cards, and to make Payment Orders.

Disputed Charges

If You dispute any Charges, You must let Us know within thirty (30) days after the date that We invoice You. You will lose the right to claim if You fail to do so.

Termination

Unless stated otherwise in particular conditions, the Agreement is made for an indefinite period. Either party may terminate the Agreement at any time upon 15 days written notice to the other party. We may terminate Our agreement with You at any time and without notice if You, the Owner or any User fail to comply with these Terms or with the EMI’s Contractual Documents, or if the Issuer ceases to issue Cards for any reason. Any termination of the Agreement, howsoever caused, shall be without prejudice to any obligations or rights of either of the parties which may have accrued prior to termination or expiry and shall not affect any provision of the Agreement which is expressly or by implication intended to come into effect on, or to continue in effect after such termination or expiry.

Termination upon Redemption of funds

Subject to the payment of any appropriate Charges, the Owner may request a redemption standing funds on his Accounts, and particularly of unspent Electronic Money, at any time by contacting Us in accordance with section 11.4. Such funds will be debited from the Accounts and will be wire transferred to the bank account opened in Your name as indicated by You during the Registration process (as may be subsequently changed by You if such change has been notified to Us in accordance with section 11.4). A request for redemption of funds (i) shall be deemed to apply to all the funds left on the Account, with the express exclusion of any partial redemption, (ii) will constitute termination of this Agreement, and (iii) We will use our best efforts to transmit the repayment order to the EMI’s and ensure the redemption of funds within 15 business days, upon reception of the request for redemption.

Consequences of Termination

On termination of the Agreement, the Accounts and Services, including Payment Services, will be cancelled and suspended in their entirety. You shall cease to use the Services, in any manner, and We shall not have any obligation to act upon any of Your request (e.g., for the distribution of new Cards, the allotment of Electronic Money to any Account or Card, etc.). All Your Accounts will be closed and the Electronic Money available on Cards will be debited from the Cards and repaid to You. Repayment of the balance of Your Electronic Money is to be made by the Issuer by debiting the Account.

Prohibited industry list

Customers or Endusers cannot be conducting the below types of businesses. Customers cannot be from any industry known to be an illegal industry in it’s local jurisdiction.

Cryptocurrency trading

Crypto

Prohibited

Anonymous or Numbered Accounts, Shell Banking

Financial Services

Prohibited

Cash and Check Handling: Check Cashing, Deposit Taking, Cash Transfer

Financial Services

Prohibited

Credit repair, Debt Restructuring

Financial Services

Prohibited

Debt recovery, Debt settlement, Debt Collections

Financial Services

Prohibited

Financial Pyramid or Ponzi Schemes

Financial Services

Prohibited

Gambling and Gaming

Financial Services

Prohibited

MSBs and PSPs as endusers (with NIUM approval only)

Financial Services

Prohibited

Illegal Drugs and Narcotics

Illegal Services

Prohibited

The sale or distribution of stolen goods (including digital and virtual goods), counterfeit goods and violation of intellectual property, or items that violates individual privacy (revenge porn)

Illegal Services

Prohibited

Any products harmful to human health – tobacco, e-cigarettes and e-liquid (pharmacological products are subject to approval)

Other Services

Prohibited

Operating a business that requires a license or special permit without obtaining such license (i.e. Unregulated Auction Houses)

Other Services

Prohibited

Production of Adult or Violent content

Other Services

Prohibited

Production or Distribution of Offensive Weapons: Ammunition, Firearms, Explosives, Complex Weapons (i.e. guided missiles), Poisons

Other Services

Prohibited

Psychic services

Other Services

Prohibited

Selling, hosting, distributing, producing or promoting offensive materials, including materials that incites or promotes racial hatred or discrimination based on gender, race, religion, national origin, physical ability, sexual orientation, or age

Other Services

Prohibited

Transactions involving Human Organs

Other Services

Prohibited

Sanctioned individuals and entities

Sanctions

Prohibited

Liability

Exclusion of Liability

We shall not be liable to You (i) for loss of business, loss of profits, loss of data, loss of reputation or goodwill, regulatory fines or sanctions incurred by You, or for any form of indirect loss, whether arising from negligence, breach of contract, tort, breach of regulatory or statutory duty or other, even if We had been advised of the possibility of such losses, (ii) in respect of any failure by or insolvency of the EMI’s, and (iii) in any way for any interest or claims of any third parties in respect of the Account and/or the Cards, except as required by law or regulation.

Limitation of Liability

We are only liable for the scope of Services duly executed by Us on a PDF format on our Platform. You use the Contents that you upload on Our Platform at your own risk. The qualified eIDAS timestamp service does not have for purpose or effect of identifying a signed or improperly signed invoice for any tax non-compliance.. Under no circumstances will We be responsible for the Contents that You freely upload on Our Platform as well as for its integrity prior to being time stamped by Our Services to benefit from Our Services. We do not represent or endorse the accuracy, reliability, completeness, usefulness, non-infringement of intellectual property rights, or quality of any Contents provided by You on Our Platform.

You shall also be solely responsible for abiding by legal invoicing rules regarding e.g. dematerialized invoices or receipts with respect to the applicable VAT set of rules. In that respect, You expressly undertake to:

declare the deductible tax to the tax administration,
ensure the invoices and/or receipts posted or transmitted to Our Platform contain all the mandatory information required by the tax administration

We do not incur any liability in respect of any indirect and/or consequential damages suffered by You, arising from Our Services, such as, and without this list being exhaustive: (i) losses or damages incurred by You as a result of third Party claims and (ii) loss of revenue, operations, profit, savings, business opportunity, investment or data. We cannot be held responsible or liable for any damages, which are caused by Your exclusive action, or as the case may be, the exclusive action of Your employees or agents, in connection with the performance of Our Services.

When We are liable, Our total liability to You under the Agreement will be limited in aggregate to the Charges paid to Us by You during the calendar year immediately preceding the calendar year in the course of which the event triggering Our liability has occurred.

Unless there is a shorter statutory limitation period or case law period, any action arising from or related to Our Services shall be brought against Us within a maximum period of one (1) year from the date on which You had knowledge, or should have known of the facts at the origin of the action.

As the Agreement is entered into between You and Us, any claim or action arising hereunder against Us may only be initiated by You.

Unauthorized Transactions

If the Owner or any User reasonably believe that any Transactions on the Account(s) or the Platform were not authorized or have been posted in error, or an unauthorized third party has gained access to the Platform (a “Disputed Transaction”), the User should immediately notify Us and provide sufficient detail to enable Us to investigate the Disputed Transaction. You or the User will be liable for any loss arising from a Disputed Transaction as a result of the Owner or any User’s failure to keep his/her credentials in the strictest confidence or to comply with Our Terms and Contractual Documents. In Our capacity as communication channel between You and the Issuer, We may not and do not assume liability for Disputed Transactions. Your rights in respect of Disputed Transactions shall be against the Issuer and shall be subject to mandatory rules of law and the Cards Terms and Conditions. If it appears that the Issuer’s liability to You results from Our negligence, We will indemnify You in accordance with such rules and ters and conditions, on behalf of the Issuer provided that the Card Issuer agrees to so settle the dispute.

Miscellaneous

Warranty

You warrant that You comply with all applicable Data Protection Laws regarding the Personal Data processed by Us on Your behalf, and in particular that the processing of Personal Data has a valid legal basis, that any Personal Data provided by You have been lawfully collected, that Users have been informed of the nature and purpose of, and where relevant, have consented to the processing of Personal Data performed by Us on Your behalf.

Amended Terms and Fees

We reserve the right to change the Terms and Fees at any time, but if We do, We will bring such change to Your attention by placing a notice on the Platform and/or by sending You an email. The revised Terms and Fees will be effective one month after the notification of the new Terms and/or Fees. If You do not agree with such revised Agreement, You must terminate the Agreement and close Your Account prior to the entry into force of such new Terms and/or Fees. The continued Use of the Services, including Payment Services, and the Cards by the Owner and the Users after the entry into force of such changes shall be construed as Your and the Users’ acceptance of such changes.

No Partnership or representation

Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorize either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Notices

All notices pursuant to the Terms shall be validly sent to (i) You if they are sent by email to the email address of the Owner, as recorded on the Platform, or to any User, at the email address of such User, as recorded on the Platform. All notices pursuant to the Terms are validly sent to Us if they are sent by email to [email protected]

Waivers

Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that right or remedy. A waiver (which may be given subject to conditions) of any right or remedy provided under this Agreement or by law shall only be effective if it is in writing. It shall apply only to the party to whom it is addressed and for the specific circumstances for which it is given. It shall not prevent the party who has given the waiver from subsequently relying on the right or remedy in other circumstances. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

Severance

If (part of) a provision of the Terms is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.

Governing Law

This Agreement and any dispute or non-contractual obligation arising out of or in connection with it shall be governed by and construed in accordance with the laws of Lithuania.

Dispute Resolution

In case of a dispute between You and Us in relation to the Services, the Courts of Lithuania shall have exclusive jurisdiction. This is without limitation of the right of either Party to seek the mediation of competent mediation services with a view to settling the dispute amicably.