General Terms and Conditions for the Provision of Payment Services for Legal Entities

1. General provisions

1.1. This Agreement sets out the rights and obligations of the Client and AlphaPay with respect to the Payment Services provided by AlphaPay to the Client. In addition to this Agreement, the relationship between the Client and AlphaPay is governed by other agreements concluded between the Client and AlphaPay, the Law on Payments of the Republic of Lithuania, the Law on Payment Institutions of the Republic of Lithuania, and other applicable legal acts. If you have any questions regarding the terms of this Agreement or the specific features of the Payment Services provided by AlphaPay, you may contact AlphaPay by e-mail info@alphapay.lt.

1.2. The Client shall carefully read this Agreement prior to deciding to register within the System and use the Payment Services provided by AlphaPay. This Agreement defines certain risks arising when using the System and provides instructions for the safe use of the System and the Payment Services of AlphaPay. The Agreement includes some deviations from the provisions of the Law on Payments (as allowed by the said law), and the Client, by providing consent to this Agreement, agrees and accepts them.

1.3. Terms used in capital letters in this Agreement shall have the following meanings:

1.3.1. Acceptable Language means the Lithuanian and English languages as well as any other language if agreed so by AlphaPay;

1.3.2. Account means a payment account opened by AlphaPay for the Client from which the Client can execute fund transfers and other Payment Transactions allowed by AlphaPay;

1.3.3. Account Opening Fee means the non-refundable fee that may be payable by the Client for the revision of required documents for opening the Account;

1.3.4. Agreement means an agreement between the Client and AlphaPay, which includes the General Terms, Pricing, and any other conditions and documents (special pricing agreements, pricing lists, payment plans, supplements, supplementary agreements, rules, declarations, etc.), including but not limited to the information on the website of AlphaPay and the System, which is referenced in the General Terms;

1.3.5. AlphaPay means AlphaPay, UAB, legal entity code 305249880, registered address at Ulonų g. 2-101, LT-08245, the Republic of Lithuania (e-mail address info@alphapay.lt), a payment institution licensed in the Republic of Lithuania (payment institution license No. 48, issuing and Supervisory Authority – the Bank of Lithuania (https://www.lb.lt/en/); data about AlphaPay is collected and stored in the Register of Legal Entities of the Republic of Lithuania, the registrar – State Enterprise Centre of Registers);

1.3.6. Business Day means any day except: (i) Saturday, Sunday; (ii) any day which shall be a public holiday in the Republic of Lithuania; or (iii) any other day on which banking institutions in the Republic of Lithuania are authorised or required by law or other government action to close;

1.3.7. Client means a legal entity that has concluded this Agreement with AlphaPay. A legal entity intending to enter into the Agreement may also be referred to as a Client in the Agreement;

1.3.8. Commission Fee(s) means a fee(s) charged by AlphaPay for a Payment Transaction and (or) related services, such as opening, maintaining or closing of the Account;

1.3.9. Consent means a consent of the Payer to perform a Payment Transaction submitted under the procedure set forth in this Agreement;

1.3.10. Durable Medium means a medium which enables the Client to store information addressed personally to it in a way accessible for future reference for a period of time adequate to the purposes of the information and which allows the unchanged reproduction of the information stored. For the purposes of this Agreement, the Parties agree to use the following Durable Media and all references to Durable Media in this Agreement shall mean: (i) paper; (ii) e-mail messages which may be saved on hard disc drive; and (iii) electronic documents signed with a qualified electronic signature;

1.3.11. General Terms means these General Terms and Conditions for Provision of Payment Services for Legal Entities as may be amended or restated from time to time;

1.3.12. Instant Credit Transfer means a credit transfer which is executed immediately, 24 hours a day and on any calendar day, as defined in Regulation (EU) No 260/2012 of the European Parliament and of the Council of 14 March 2012 establishing technical and business requirements for credit transfers and direct debits in euro;

1.3.13. Instant Payments Regulation means Regulation (EU) 2024/886 of the European Parliament and of the Council of 13 March 2024 amending Regulations (EU) No 260/2012 and (EU) 2021/1230 and Directives 98/26/EC and (EU) 2015/2366 as regards instant credit transfers in euro;

1.3.14. Means of Identification means the login or code, registration password, password generator or other means of authentication (e.g. third-party or integrated two-factor authentication software, sending codes by SMS) provided to the Client or its Representative(s) by AlphaPay or used by the Client for the purpose of verifying the identity of the Representative(s);

1.3.15. Member State means any state of the European Economic Area;

1.3.16. Parties means the Client and AlphaPay;

1.3.17. Payer means a natural or legal person, or other organisation or its branch, who has the Account and is allowed to execute a Payment Order from this Account;

1.3.18. Payment Instruments means any payment instrument which the System allows to link to the Account and use to perform Payment Transactions;

1.3.19. Payment Order means an instruction issued to AlphaPay regarding the management of funds in the Account or the instruction related to other actions regarding the management of such Account, or the Payment Services provided by AlphaPay;

1.3.20. Payment Services means opening and maintaining an Account, execution of Payment Transactions, provision of online banking services as well as other services provided by AlphaPay from time to time;

1.3.21. Payment Transaction means transferring to or withdrawing funds from the Account;

1.3.22. Privacy Policy means the Privacy Policy provided by AlphaPay to the Client and acknowledged by the Client during the onboarding process prior to signing the General Terms;

1.3.23. Personal Data means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

1.3.24. Pricing means sets of prices falling under individual pricing categories based on the jurisdiction of the Client for the Payment Services and related services provided and confirmed by AlphaPay. Prices are available in the system, according to a supplementary agreement signed with the client;

1.3.25. Profile means the result created upon registering in the System, during which the personal data of the registered Client and each Representative is saved, a login name is created, and the rights of the Client and Representatives in the System are defined;

1.3.26. Recipient means a natural or legal person, another organisation or its branch, specified as a recipient of the funds;

1.3.27. Representative means a statutory representative of the Client or any other natural person who is notified to AlphaPay by the Client as a natural person who is authorised to act on behalf of the Client;

1.3.28. Standing Order means service that may be provided by AlphaPay which allows placement of a recurring Payment Order by the Client within the System for the transfer of a specified amount of funds at regular intervals to the same Recipient;

1.3.29. Supervisory Authority means the Bank of Lithuania, legal entity code 188607684, registered address at Gedimino pr. 6, LT-01102 Vilnius, the Republic of Lithuania (https://www.lb.lt/en/);

1.3.30. System means a software solution on the website of AlphaPay (https://pay.alphapay.lt/english/), used for the provision of Payment Services (i.e. online banking);

1.3.31. Unique Identifier means the account number, which uniquely identifies the account used for a payment transaction (IBAN).

1.4. Other terms used in the Agreement shall have the meaning defined by the Law on Payments of the Republic of Lithuania and the Law on Payment Institutions of the Republic of Lithuania.

1.5. Titles of Sections and Clauses of the Agreement are intended solely for the convenience of the Parties and shall not affect in any way the meaning or interpretation of this Agreement.

2. Subject Matter of the Agreement

2.1. AlphaPay hereby undertakes to provide the Client with the opportunity to transfer funds into the Account and submit Payment Orders, manage the funds in the Account and use other Payment Services. Unless otherwise specified in the Agreement, the Client, who has entered into this Agreement, shall be entitled to use Payment Services provided by AlphaPay if AlphaPay permits such actions.

2.2. The Client and AlphaPay may also agree upon the provision of other services not specified in this Agreement. In such case, the Client may have to accept additional terms and conditions or enter into a separate agreement with AlphaPay.

3. Validity of the Agreement, Registration in the System and Suspension of Access to it

3.1. Before using the Payment Services, the Client must be registered in the System and accept the terms of the Agreement.

3.2. The Client’s registration and authentication in the System shall be carried out in accordance with applicable legal acts and shall include verification of the identity of the Client and its Representative, as well as completion of the Client’s KYC (Know Your Customer) procedure by AlphaPay. AlphaPay may refuse to register a new Client if, in its opinion, valid legal and (or) factual grounds exist for such refusal.

3.3. The Agreement shall enter into force once the Client is registered in the System, has familiarized itself with the Agreement, and has electronically expressed consent to it. The Agreement shall remain in force for an unlimited period of time, unless terminated by either party in accordance with applicable law or the provisions of the Agreement. The ability to provide consent to the Agreement shall be given to the Client during the registration in the System.

3.4. Upon registration in the System and receipt of AlphaPay’s confirmation of successful onboarding, a Profile shall be created for the Client. The Profile is personal, and only its owner, i.e., the Client (acting through its Representatives), has the right to use it. The Client may access and use the Payment Services through its Representatives only after completing the Account opening procedure set out in Clause 4.1.

3.5. The Client acts through Representatives. The Representative shall be entitled to register in the System on behalf of the Client. By registering in the System on behalf of the Client, the Representative confirms that they have been duly appointed and that the legal entity they represent is properly established and operating legally. The Client may have more than one Representative.

3.6. In order for the Representative to be properly authenticated and login to the System, each time when logging into the System the Representative may be requested to use Means of Identification. Such Means of Identification may also be used to provide Consent.

3.7. The Representative who has entered into the Agreement on behalf of the Client shall have the authority to appoint other Representatives and to define their rights with respect to managing the Account(s). Each Representative shall have their own unique Means of Identification for accessing the System (i.e. unique login name and password) and shall properly identify themselves in accordance with the procedures set forth in the System by submitting the information and (or) documents specified in the System and (or) required by AlphaPay.

3.8. The Client may appoint or remove Representatives through the System. Until a Representative is duly deregistered through the System, AlphaPay shall consider such person as duly authorised to represent the Client.

3.9. The prices for setting up and maintaining the Profile shall be specified in the Pricing available in the System.

3.10. The Client ensures that only correct data about the Client and its Representatives is provided during the registration in the System and any further communication between the Parties.

3.11. AlphaPay shall have the right to request from the Client any data and (or) documents necessary to identify the Client and Representatives and (or) obtain material information about the Client and Representatives for the proper provision of the Payment Services. AlphaPay shall have the right to ask the Client to perform the following actions, and the Client shall perform such actions:

3.11.1. provide a valid list of persons who directly or indirectly control the Client, i.e. directly or indirectly hold a certain percentage of shares or voting rights in the Client (e.g. 10 percent or 25 percent). By submitting such a list, the Client shall confirm that it is accurate and up-to-date and that the listed persons hold the shares (and voting rights) on their behalf and not on behalf of third parties. AlphaPay reserves the right to refuse to provide the Payment Services if it turns out that the beneficiaries of the legal entity cannot be identified (e.g. the beneficiaries of the legal entity are holders of bearer shares);

3.11.2. provide any additional information as well as the originals and (or) copies of any documents related to the Client or its operations and fill in the Client’s identification form periodically;

3.11.3. certify by a notary or other authorised person the copies of the documents submitted to AlphaPay, have them certified by the Apostille or legalised, and (or) translate such documents into at least one of the Accepted Languages;

3.11.4. all documents and information shall be prepared and provided at the Client’s expense. If the Client fails to provide additional information and (or) documents within a reasonable period set by AlphaPay, AlphaPay shall have the right to suspend the provision of all or part of the Payment Services to the Client or refuse to provide such services.

3.12. The Client undertakes to consider itself duly identified and acknowledges messages, instructions and documents sent to AlphaPay through the System duly signed and confirmed, provided that the Client had been authenticated in accordance with this Agreement and other applicable agreements and (or) legal acts at the beginning of the communication session. All messages sent to the Client by e-mail indicated in the Profile shall be considered received by the Client at the end of the same day.

3.13. The Client’s Means of Identification shall be considered to be confidential information, and the Client shall (as well as ensure that its Representatives will) protect such information, shall not disclose it to any third party, and shall notify AlphaPay immediately upon discovering or suspecting that third parties have gained access to such information. In addition, the Client is aware that the mobile phone used for the phone number that is indicated by the Client and Representative to AlphaPay (as well as a SIM card issued for such number) is used as Means of Identification and the Client shall ensure full protection of such devices, including from unauthorised access to them.

3.14. The Client acknowledges that third-party or integrated software may be used as Means of Identification (i.e. applications enabling two-factor authentication).

3.15. The Client shall immediately notify AlphaPay in writing (e.g. through the System or by e-mail) about any changes in its details and the details of its Representatives.

3.16. AlphaPay shall never ask (through any channels) for the Client’s password and other Means of Identification used for logging into the System and accessing the Account(s). AlphaPay shall never attach hyperlinks to any websites that ask the Client to type in or disclose in any way its Means of Identification.

3.17. AlphaPay may suspend the access of the Client and (or) its Representatives to the System (including access to the Profile and Accounts) if:

3.17.1. AlphaPay has been notified of the loss or potential exposure of Means of Identification to third parties, or if there is a reasonable suspicion that these tools may be compromised;

3.17.2. incorrect Means of Identification are entered three consecutive times when asked to be entered to the System.

3.18. To regain access to the System when it is suspended following Clause 3.17, the Client must contact AlphaPay via phone (+370 669 22515), e-mail (info@alphapay.lt) or by submitting a customer support ticket within the website of AlphaPay. The Client may also be asked to identify itself using Means of Identification or otherwise.

3.19. AlphaPay reserves the right to keep access to the System suspended if it believes reasons for suspension indicated in Clause 3.17 have not been resolved.

4. Account Opening

4.1. After successfully registering in the System and consenting to the Agreement an Account may be opened. Upon the successful opening of the Account, the Client (Representative) shall be informed so via e-mail or mobile device. AlphaPay may refuse to open the Account, including but not limited to the situations when the risk associated with the Client is not acceptable, the Client fails to provide requested information or provided information is misleading, incomplete or inaccurate. The Client may be subject to an Account Opening Fee if indicated in the Pricing. The Account Opening Fee shall be non-refundable even if the Account is not opened.

4.2. The Account is opened for an indefinite period of time and functions under the procedure laid down in the Agreement, unless otherwise agreed by the Parties.

4.3. The Client is allowed to receive and keep funds on its Account in the currency accepted by AlphaPay, transfer the funds from the Account using different channels of payments, exchange currencies (if such service is available) and perform other related actions. The Client can request to create and hold multiple Accounts in the same Profile. AlphaPay evaluates requests on a case-by-case basis and informs the Client of the decision. Additional supplementary agreements may need to be entered into between the Client and AlphaPay for the opening of new Accounts.

4.4. The Client hereby confirms its understanding that funds held in the Account are not a deposit. Therefore, AlphaPay is not obliged, in any circumstances, to pay any interest for the funds held in the Account and does not provide any other benefits associated with the time period the funds are stored.

4.5. The funds held in the Account shall be transferred at any time at the request of the Client, except for cases when AlphaPay applies limitations to the Account (such limitations may be specified in the Agreement, Client’s Profile in the System or stem from applicable laws and regulations). The Client submits a request for transferring funds out of the Account by generating a Payment Order to transfer funds from the Account to any other account specified by the Client (an account of the Client opened with another payment service provider, or an account of a third person (Recipient) opened with AlphaPay or another payment service provider). The amount of funds to be transferred is chosen by the Client. AlphaPay initiates the Client’s fund transfer to another account specified by the Client.

4.6. When transferring funds out of the Account, the Client pays the usual Commission Fee which depends on the Payment Transaction carried out by the Client.

4.7. AlphaPay may offer currency exchange services to the Client. In such a case, the Client may exchange funds held in the Account into other currencies offered by AlphaPay. The applicable exchange rate shall be the rate set by AlphaPay at the time of conversion and displayed to the Client in the System. Any changes to the exchange rates offered by AlphaPay shall take effect immediately upon their publication in the System.

4.8. By entering into this Agreement, the Client confirms that it understands and accepts all the risks associated with exchanging currencies, including any risks associated with fluctuations in the relevant exchange rates over time.

5. Consent, Provision and Cancellation of the Payment Order

5.1. In order to make Payment Transactions the Client shall authorise each Payment Transaction by giving a prior Consent. Under a separate agreement between the Client and AlphaPay, the Payment Transaction may be authorised (i.e. such Consent of the Client may be given) after execution of the Payment Transaction. Generally, the Consent of the Client may be given by submitting a Payment Order through the Representative:

5.1.1. through the System when logged in to the Profile;

5.1.2. through verification by e-mail, or mobile device;

5.1.3. through the Recipient or a payment initiation service provider;

5.1.4. in any other manner determined by AlphaPay or agreed upon with the Client;

5.1.5. in all cases specified hereabove, the Consent shall be deemed duly approved by the Client, having the same legal validity as a paper document (the Consent) signed by the Client, and is permissible as a mean of proof in resolving disputes between AlphaPay and the Client in courts and other institutions. The Client shall not be entitled to contest the Payment Transaction executed by AlphaPay, if the Payment Transaction has been approved by the Consent provided in the manner set out in this Clause.

5.2. To execute the Payment Transaction, AlphaPay has the right to determine the mandatory information that shall be submitted to AlphaPay. The Payment Order shall comply with the requirements established by AlphaPay, the agreements concluded between AlphaPay and the Client and the legal requirements for the submission of the Payment Order and (or) its content. The Client’s Payment Order shall be executable, worded clearly, unambiguously, and it shall clearly express the will of the Client. AlphaPay is not liable for any errors, inconsistencies, repetitions and (or) contradictions contained in the Client’s Payment Order, including, but not limited to, the accuracy of the Recipient’s details.

5.3. The Payment Order is deemed received at AlphaPay on the day it is received, and if the day of the receipt of the Payment Order is not a Business Day, it shall be presumed that the Payment Order has been received on the next Business Day. The Payment Order received by AlphaPay on the Business Day after 4:00 p.m. (Lithuanian time) is deemed to have been received on the next Business Day. Payment Order for Instant Credit Transfer is deemed received at AlphaPay at the moment of the actual receipt.

5.4. The Payment Order cannot be cancelled after AlphaPay has received it, except for the cases provided in the Agreement or applicable legal acts.

5.5. If the Payment Transaction has been initiated by the Recipient or via the Recipient or by a payment initiation service provider, the Payer cannot cancel the Payment Order after the Payment Order has been submitted for execution, the Payer has granted the payment initiation service provider the Consent to initiate the Payment Transaction or the Payer has granted the Recipient the Consent to perform the Payment Transaction.

5.6. Upon expiry of the term stipulated in Clauses 5.3-5.5 of the Agreement, the Payment Order may be cancelled only in case the Client (Payer) and AlphaPay agree on this. In the cases stipulated in Clause 5.5 of the Agreement, the Consent of the Recipient is also necessary.

5.7. When the Payment Transaction is initiated by the Recipient or through the Recipient, and when the exact amount of the Payment Transaction is unknown at the time when the Payer gives the Consent to execute the Payment Transaction, AlphaPay may reserve the funds in the Payer’s Account only provided if the Payer gives the Consent to reserve a specific amount. Upon receipt of the information on the exact amount of the Payment Transaction, AlphaPay shall immediately, and not later than immediately upon receipt of the Payment Order, remove the reservation from the Payer’s Account.

5.8. The Client shall pay all Commission Fees in EUR and undertakes to maintain a sufficient balance in its Account(s) for this purpose. The Client agrees that AlphaPay shall have the right to unilaterally deduct any outstanding Commission Fees from any Account. If the EUR balance is insufficient, AlphaPay shall have the right, but not the obligation, to deduct the outstanding Commission Fees from funds held in other currencies, converting them into EUR at the then-current exchange rate applied by AlphaPay to the Client. Where funds are held in multiple currencies, AlphaPay may convert them into EUR in the alphabetical order of the international currency abbreviations.

5.9. If the Client delays payment of the unpaid Commission Fees referred to in Clause 5.8 or fails to maintain sufficient funds in the Accounts for AlphaPay to deduct unilaterally, and does not remedy this within 3 (three) Business Days of receiving notice from AlphaPay, the Client shall be required to pay default interest at the rate of 0.06 percent of the outstanding amount for each day of delay. The Client acknowledges and agrees that AlphaPay may recover the outstanding Commission Fees and deduct the applicable default interest from any funds in any Account under this Agreement without the Client’s separate consent or prior notice.

5.10. AlphaPay may block the Payment Instrument for objectively justified reasons related to the security of the Payment Instrument, i.e. in case of the suspicion of unauthorised or fraudulent use of the Payment Instrument. AlphaPay undertakes, where possible, to inform the Client of the blocking of the Payment Instrument and the reasons for it in the manner set forth in Clauses 9.1 and 9.3 before the Payment Instrument is blocked or at the latest immediately thereafter, unless giving such information would compromise security measures or is prohibited by legislation. AlphaPay shall unblock the Payment Instrument or replace it with a new Payment Instrument once the reasons for blocking cease to exist.

5.11. If at the time such a service is offered by AlphaPay, the Client may place a Standing Order within the System. The Standing Order must indicate the Recipient, the sum of funds and the recurring date on which the Standing Order shall be executed. Initial Consent when placing the Standing Order shall be held as the Consent for all recurring Standing Orders.

5.12. When the due date of the Standing Order is not a Business Day, the Standing Order shall be executed on the following Business Day. The Standing Order for Instant Credit Transfers shall be executed on the day and at the time indicated in such Standing Order.

5.13. The Standing Order shall only be executed if there are sufficient funds in the Account from which the Standing Order is placed. If there are sufficient funds for the Standing Order but not enough for the payment of the adjacent Commission Fees, the Standing Order shall not be executed until enough funds to pay the Commission Fees are transferred to the Account.

5.14. The Client shall specify the currency of the Standing Order. If the Account from which the Standing Order is placed does not have sufficient funds in the currency of the Standing Order but has funds in different currencies, AlphaPay shall not convert such funds to the currency of the Standing Order and shall not execute the Standing Order.

5.15. If more than one Standing Order from the Account shall be executed on the same date, they shall be executed in chronological order following the date of the initial placing of such Standing Orders. Standing Orders shall be executed in the same manner as other Payment Orders as indicated in Section 6.

5.16. The Client may revoke the Standing Order until the end of the last Business Day before the date of such Standing Order.

5.17. AlphaPay may require to conclude an additional agreement setting out specific terms and fees for the provision of Standing Orders.

6. Execution of Payment Transactions

6.1. Prior to the execution of the Payment Transaction initiated by the Client, upon request of the Client, AlphaPay shall provide the Client with information on the maximum execution time for the Payment Transaction, payable Commission Fee and indicate how the Commission Fee is distributed.

6.2. Before executing the Payment Order submitted by the Client, AlphaPay has the right to require the Client to provide documents proving the lawfulness of the origin of funds related to the Payment Order and (or) the circumstances related to the basis of such Payment Transaction. In case the Client fails to submit such documents, AlphaPay has the right to refuse to execute the Payment Transaction. If a Payment Order is rejected by AlphaPay due to objectively justified reasons (such reasons for refusal as specified in the Agreement), a fee for such Payment Order shall be applied as if the Payment Order had been executed.

6.3. The obligation to provide information and documents referred to in Clause 6.2 shall also apply to any other parties involved in the transaction, i.e. the Representative, Recipient or other related persons.

6.4. AlphaPay has the right to involve third parties in executing the Payment Order of the Client partially or in full if the Client’s interests and (or) the essence of the Payment Order requires so. In cases where the Payment Order of the Client requires sending and executing the Payment Order further through another financial institution, but this institution suspends the Payment Order of the Client, AlphaPay is not responsible for such actions of the financial institution but makes attempts to find out the reasons for the suspension of the Payment Order. AlphaPay has the right to provide such another financial institution documents received from the Client under Clause 6.2.

6.5. AlphaPay and the Client may agree on a limit on the Payment Transactions, which shall also be indicated on the Profile. AlphaPay also has the right to unilaterally, without the Client’s consent, impose the limits on the Account, Payment Transactions and other Payment Services provided by AlphaPay. The Client may check applicable limits and request a change of the limits by a written free-form request through the System or by e-mail. A change of limits may be subject to the provision of additional documents requested by AlphaPay.

6.6. AlphaPay has the right to refuse to execute (or suspend execution of) the Payment Transaction in accordance with the Payment Order and to start the investigation if AlphaPay has any reasonable suspicions that the Payment Order and (or) the Payment Transaction may violate this Agreement, any other agreement between the Client and AlphaPay and (or) legal acts, or there are suspicions that the Payment Order was not submitted by the Client or legal representative of the Client, illegal funds may be used for execution of the Payment Transaction, there are insufficient data or other deficiencies in the Payment Order, as well as in the case of failure of interbank and (or) other financial systems, other unusual market conditions, important technical or other grounds, or the risk associated with the execution of the Payment Transaction is too high and unacceptable for AlphaPay. AlphaPay does not undertake the responsibility for losses which may arise due to refusal to execute a submitted Payment Order. The Payment Order may not be executed, or execution may be delayed if AlphaPay has reasonable doubts if the Payment Order was submitted by the Client or if it has reasonable doubts regarding the legality or content of the Payment Order.

6.7. Except as indicated in Clause 6.9, when the Payment Transaction is conducted in EUR in Lithuania or to other Member States, AlphaPay undertakes to ensure that, upon receipt of the Payment Order, the Payment Transaction is executed on the same Business Day (when the Payer’s and Recipient’s accounts are both opened within AlphaPay) or at the latest by the end of the next Business Day (when the Recipient’s account is opened at another financial institution) following the verification procedure of suspicious Payment Transactions and Client’s compliance with legal requirements.

6.8. When the Payment Transaction is conducted in a currency other than EUR in Lithuania or to other Member States, AlphaPay undertakes to ensure that, upon receipt of the Payment Order, the Payment Transaction is executed within a maximum term of 4 (four) Business Days following the verification procedure of suspicious Payment Transactions and Client’s compliance with legal requirements. When the account of the Recipient of the Payment Transaction is held under a jurisdiction other than of a Member State, it shall be executed within 5 (five) Business Days starting from the next day the Payment Order is made.

6.9. When the Payment Transaction is conducted in EUR in Lithuania, AlphaPay undertakes to ensure that, upon receipt of the Payment Order, the Payment Transaction is executed on the same Business Day, if the Payment Order is received before 12 p.m. on the same Business Day following the verification procedure of suspicious Payment Transactions and Client’s compliance with legal requirements. When the Payment Order is received after 12 p.m., AlphaPay undertakes to ensure that, upon receipt of the Payment Order, the Payment Transaction is executed at the latest by the end of the next Business Day following the verification procedure of suspicious Payment Transactions and Client’s compliance with legal requirements.

6.10. AlphaPay has the right to record and store Payment Orders submitted by the Client and to record and store information about all Payment Transactions executed in accordance with the Payment Orders submitted by the Client. AlphaPay may provide the records referred to in this Clause to the Client and (or) those persons who have a statutory basis to gain access to such data as evidence of the submitted Payment Orders and (or) executed Payment Transactions.

6.11. When initiating Payment Orders for Payment Transactions in EUR, the Client shall have the ability to choose between regular transfers, which shall be executed as indicated in Clauses 6.7 and 6.9 or Instant Credit Transfers, which shall be executed immediately. This Clause shall apply only when the Client initiates Payment Orders in EUR and where the payment service provider of the Recipient is situated in a Member State of the European Union.

6.12. The Client acknowledges that AlphaPay may engage in automatic currency conversion when the Client initiates a Payment Transaction in a currency not accepted by the payment service provider of the Payee. In such a case AlphaPay shall apply the currency exchange rates indicated in Clause 4.7.

6.13. AlphaPay grants the possibility for the Client to use the funds received in the Account as soon as this amount is credited to an account held by AlphaPay in a financial institution and AlphaPay receives all the information necessary for it, provided that the funds are received before the latest time for crediting funds, if any is provided in the Agreement or other documents. In any case, the Client shall be granted the possibility to use received funds no later than allowed by applicable legal acts.

6.14. The Client shall check the information on the Profile about Payment Transactions executed on a daily basis and inform AlphaPay in writing about any unauthorised or inappropriately executed Payment Transactions via e-mail (compliance@alphapay.lt) or the System. The Client’s notification shall be submitted promptly, but not later than within 1 (one) Business Day from the day AlphaPay has executed the Payment Transaction which is indicated by the Client as unauthorised or improperly executed. In such case, AlphaPay shall return all funds debited as a result of the unauthorised or inappropriately executed Payment Transaction to the Client. If the Client does not submit any such notifications by the specified time, the Client shall be deemed to have unconditionally agreed with the Payment Transactions executed.

6.15. AlphaPay, having received the Client’s notification about an unauthorised Payment Transaction and convinced that such transaction does not arise from intentional acts, gross negligence or dishonesty of the Client, shall immediately at the latest by the end of the next Business Day after becoming aware or notified of the unauthorised Payment Transaction return the amount of the unauthorised Payment Transaction to the Client and restore the balance on the Account from which this amount was subtracted, should the unauthorised Payment Transaction would not have been performed, except in cases stipulated in this Agreement, where the Client has the responsibility for the unauthorised Payment Transaction.

6.16. AlphaPay has the right, but is not obliged, to verify whether the Unique Identifier provided in the Payment Order corresponds to the Recipient’s number of the payment account opened within another payment services provider (IBAN). If AlphaPay performs the abovementioned verification and discovers a mismatch between the Unique Identifier provided by the Client and the data specified in this Clause of the Agreement, AlphaPay shall have the right not to execute such Payment Transaction.

6.17. If the Client specifies the Unique Identifier of the Recipient for the execution of the Payment Order, such Payment Order shall be deemed to be duly executed with such Unique Identifier. In the event the Recipient’s Unique Identifier specified by the Client is incorrect, AlphaPay shall not be liable for the non-execution or defective execution of the Payment Transaction but shall use its best efforts to trace the Payment Transaction and seek to recover the funds from the Payment Transaction. When no refund is possible, AlphaPay will, upon the Client’s request, provide the Client with any information that is relevant to the Client so that it could take appropriate legal actions.

6.18. In all cases, for the execution of the Payment Order, AlphaPay shall be able to identify at least the account number of the Recipient (Unique Identifier of the Recipient). If necessary and (or) required by the authorities of another state, AlphaPay shall have the right to determine the additional information that shall be provided to AlphaPay for the proper execution of the Payment Transaction.

6.19. Where the account of the Recipient is situated in a Member State and the Payment Order is denominated in EUR, AlphaPay shall offer free of charge service ensuring verification of payee as it is understood under the Instant Payments Regulation to the extent that the regulation is applicable. Except as indicated in Clause 6.22, Consent for such Payment Transaction may be granted only following verification procedure, however, irrespective of the results of such procedure (e.g. even in cases where the name of the payee indicated by the Client does not match the name of the actual payee).

6.20. When filing information for the Payment Order, AlphaPay shall verify whether the Unique Identifier and the Recipient’s name provided by the Client correspond to each other. If these details do not correspond (e.g., the Unique Identifier does not correspond to the Recipient’s name or vice versa), AlphaPay shall promptly inform the Client of the risk of transferring funds to an unintended Recipient. In cases of near matches, AlphaPay shall provide the Client with the accurate name of the Recipient corresponding to the provided Unique Identifier.

6.21. If the account provided in the draft Payment Order by the Client is held on behalf of multiple Recipients, AlphaPay shall verify whether the indicated Recipient is among them. The Client shall be notified immediately within the channel through which the Payment Order is being created if the indicated Recipient is not among the listed account holders.

6.22. The Client may opt out of the service ensuring verification when submitting multiple Payment Orders as a package. The Client shall retain the right to opt back into the service at any time.

6.23. If AlphaPay fulfils all the obligations regarding the service ensuring verification under the Instant Payments Regulation, it shall not be held liable against the Client for the execution of a credit transfer to an unintended Recipient on the basis of an incorrect Unique Identifier.

6.24. If the Client’s Account is credited with funds that do not belong to the Client (incorrectly credited funds), the Client must immediately inform AlphaPay, and:

6.24.1. not use the incorrectly credited funds in any way;

6.24.2. if such funds are used by the Client and as a result the remaining amount of funds in the Account balance is lower than the amount of incorrectly credited funds, the Client must credit the respective amount of funds to its Account as soon as possible but not later than within 3 (three) calendar days after the Account balance becomes lower than the amount of incorrectly credited funds;

6.24.3. if the Client fails to cover the due amount as indicated in Clause 6.24.2 within the 3 (three) calendar day term, the Client must pay a default interest at the rate of 0.06 percent of the amount failed to cover for each day of delay. The Client agrees and understands that AlphaPay may cover any due amount of default interest from any funds in any Account without Consent of (or prior notice to) the Client.

6.25. The Client consents that:

6.25.1. AlphaPay has the right to debit the incorrectly credited funds (or a part thereof) from the Client’s Account;

6.25.2. until any incorrectly credited funds are debited from the Account, AlphaPay may freeze (suspend) the remaining amount of funds on the Account and suspend execution of any Payment Orders from the Client;

6.25.3. if the Client does not credit its Account with the respective amount of funds as referred to in Clause 6.24.2 due to fault or misconduct of the Client, AlphaPay shall be entitled to collect such funds from the Client in accordance with applicable law.

6.25.4. in all cases, the Client undertakes to return all incorrectly credited funds and reimburse any and all costs and (or) damages suffered by AlphaPay due to the fault of the Client regarding repayment of such funds.

6.26. AlphaPay and the Client agree that in the event the Account is credited with funds as a result of possibly fraudulent or otherwise illegal activities, upon the notification from the payer of such funds to AlphaPay, AlphaPay may freeze (suspend) the amount of funds credited to the Account, inform the Bank of Lithuania of possible fraud and ask for information related to such credit of funds from the Client, who shall comply with such requests. Should AlphaPay determine that it is likely that the funds were credited to the Account based on fraud or other illegal activities, AlphaPay may debit such funds from the Account without the prior Consent of the Client.

6.27. The Client (the Payer) has a right to receive back from AlphaPay the full amount of an authorised and already executed Payment Transaction initiated by the Recipient or via the Recipient, provided the following conditions are met:

6.27.1. the exact amount of the Payment Transaction was not indicated when authorising the Payment Transaction; and

6.27.2. the amount of the Payment Transaction exceeds the amount which the Client (the Payer) could have reasonably expected, taking into account its previous expenses, the terms of this Agreement and other circumstances. At the request of AlphaPay, the Client (the Payer) shall provide information on the conditions specified in this Clause.

6.28. The Client (the Payer) has no right to receive back the amount of Payment Transactions initiated by the Recipient or via the Recipient if the Client (the Payer) has given AlphaPay Consent to execute the Payment Transaction and AlphaPay has provided the Client (the Payer), in a manner agreed in this Agreement, the information about the future Payment Transaction or provided the conditions for access to it at least 4 (four) weeks before the scheduled Payment Transaction is completed.

6.29. Subject to conditions above, the Client (the Payer) has the right to ask AlphaPay to return the amount of the authorised Payment Transaction initiated by the Recipient or via the Recipient within 8 (eight) weeks from the day the funds were debited from the Account.

6.30. AlphaPay, upon receipt of an application for a refund of the Payment Transaction initiated by the Recipient or via the Recipient, shall refund the full amount within 10 (ten) Business Days or indicate the reasons for which it refuses to refund it.

6.31. If the amount specified in the Payment Order is refunded due to reasons beyond the control of AlphaPay, the amount to be refunded shall be credited to the Client’s Account or another account specified by the Client. Fees paid by the Client for the execution of the Payment Order are not returned to the Client, and the fees and expenses of AlphaPay related to the refund of money may be deducted from the Client’s Account.

6.32. All information on the funds and Payment Transactions, their data, terms of execution, fees, etc. is available to the Client at any time by logging into the System on the Client’s Profile. By logging into the System, the Client may also receive the Account statement with this information.

6.33. In the event of a disputed Payment Transaction because of possible fraud, the Client shall be obliged to cooperate with AlphaPay in disclosing all known circumstances and provide all the documentation regarding such Payment Transaction to AlphaPay to settle the dispute and make a correct decision regarding it. Should the Client provide false information (or not give any), AlphaPay shall make its decisions based on the data it has and shall not be liable in any way on the grounds of the provision of false data by the Client.

7. Obligations of the Client

7.1. By entering into this Agreement, the Client undertakes to:

7.1.1. comply with the provisions of the Agreement, the supplements to the Agreement, applicable legislation and other legal acts, including but not limited to, anti-money laundering and counter-terrorist financing acts as well as applicable sanctions regimes;

7.1.2. not violate the rights of AlphaPay and third parties to trademarks, copyrights, commercial secrets, and other intellectual property rights;

7.1.3. not use the Payment Services in a way which causes losses, liability, or other negative legal consequences or damage to the business reputation of AlphaPay or third persons;

7.1.4. not spread computer viruses and not undertake other actions that could cause System malfunctions, information damage or destruction, and other damage to the System, equipment, or information of AlphaPay;

7.1.5. not organise illegal gambling, illegal trading of stocks, indices, raw materials, currency (e.g. Forex), options, exchange-traded funds (ETF); not illegally provide trade, investment, or other services on currency exchanges, Forex markets, and other electronic currency trading systems; not engage in illegal trades of tobacco products, alcohol, prescription drugs, steroids, weapons, narcotic substances and its attributes, pornographic production, unlicensed lottery, illegal software, and other articles or products prohibited by the law;

7.1.6. not accept payments in an unregulated and (or) unsupervised crypto-assets, buy, convert, or manage it in any other ways (the prohibition includes execution or receipt of transfers from crypto-asset exchanges);

7.1.7. not without a prior written consent of AlphaPay provide financial services and (or) legally organise trading in stocks, indices, raw materials, currencies (e.g. Forex), options, exchange-traded funds (ETFs), provide trade, investment, or other services on currency exchanges, Forex markets, and other electronic currency trading systems. In case the Client intends to provide financial services or other services indicated above, the Client shall have a valid license, issued by a member state of the European Union or a third country that has imposed equivalent or substantially similar requirements and is monitored by the competent authorities with respect to compliance with these requirements;

7.1.8. not without a prior written consent of AlphaPay organise legal gambling, lotteries, other specially licensed activities or activities requiring a permit. In case the Client intends to provide the indicated services, the Client shall have a valid license, issued by a member state of the European Union and monitored by the competent authorities with respect to compliance with these requirements;

7.1.9. not provide services that are prohibited by the law or contradict public order and moral principles;

7.1.10. not log in into the System as an anonymous user (e.g. via proxy servers);

7.1.11. actively participate in any investigation related to the Client’s Account, activity or Payment Transactions, cooperate in providing AlphaPay with all information and documents requested by AlphaPay;

7.1.12. prevent any other unauthorised persons and persons unknown to AlphaPay from using the Payment Services on behalf of the Client;

7.1.13. ensure the security of the Means of Identification and Payment Instruments provided by AlphaPay, take all necessary actions to protect the individual security features of the Means of Identification and Payment Instruments; regularly change and not use in other online accounts the password of each Representative; not write down the data of the Means of Identification and Payment Instruments on the items held together with them in one place; prevent any third party apps from storing any information concerning the Means of Identification; not to disclose the Means of Identification to any third parties, and not to allow third parties to access, manage, or monitor the Means of Identification or the Account(s), including monitoring the Client’s access to it;

7.1.14. In case the Account or any Means of Identification is compromised or there is suspicion of such an event, immediately contact the customer support of AlphaPay via e-mail info@alphapay.lt or by telephone number +370 669 22515.

7.1.15. immediately notify AlphaPay of any of the Representatives that are not authorised to represent the Client (e.g. revocation from the position of the manager, revocation of power of attorney, etc.);

7.1.16. regularly refresh its knowledge on possible ways of fraud and fraud prevention measures. Such information can be accessed on (but not limited to) the webpage of AlphaPay, also webpages of the Bank of Lithuania (https://www.lb.lt/en/) and the Lithuanian Banking Association (https://www.lba.lt/en).

7.2. The Client shall compensate AlphaPay for all damages, fines, and other monetary penalties imposed on AlphaPay due to a breach of the Client’s obligations specified hereabove.

7.3. AlphaPay notifies the Supervisory Authority (the Bank of Lithuania) and (or) other competent authorities of any fraudulent actions or other unlawful behaviour (including in cases where AlphaPay suspects that actions are fraudulent, or behaviour is unlawful) of the Client in accordance with the procedures prescribed by applicable laws.

8. Commission Fee and Other Fees

8.1. The Client undertakes to pay, in a timely and proper manner, all fees and other charges under this Agreement and any other agreements between the Client and AlphaPay.

8.2. The Client shall pay the Commission Fee to AlphaPay for each Payment Transaction and (or) other Payment Service provided by AlphaPay. The Client can get acquainted with the applicable Commission Fees as well as other fees in the Pricing which is available in the System. The rates of the Commission Fees, as well as other applicable fees, may be changed unilaterally by AlphaPay. The Client shall be notified of such changes and new Commission Fees, and other applicable fees shall be published immediately in the System.

8.3. The currency exchange service is based on the currency exchange rate determined by AlphaPay and valid at the moment of conversion. The exchange rate is updated constantly and displayed to the Client in the System.

8.4. The Client and AlphaPay may separately agree on the modification, non-application of the Commission Fee or any other applicable fee, as well as the application of any other fee not provided for in the Pricing.

8.5. The transfer of funds from the Account to other accounts opened within other payment service providers may be subject to the fees set by such other payment service providers. Such fees shall be borne by the Client.

8.6. It is expressly agreed by the Parties that AlphaPay shall deduct the Commission Fee payable by the Client during the execution of the Payment Transaction. If the Commission Fee was not deducted when executing the Payment Transaction, AlphaPay has the right to deduct it later. The Client is informed about the Commission Fees deducted under the procedure laid down in this Clause by the Commission Fees report for the period when the Commission Fee was deducted.

8.7. The Commission Fee for the Payment Transaction is indicated to the Client before the Payment Transaction (unless otherwise stated in the rules of the particular Payment Service).

8.8. When executing a Payment Transaction, AlphaPay has the right to deduct the Commission Fee as well as other payable fees from the Account on which the Payment Transaction is being performed or from other accounts opened in the name of the Client within AlphaPay. In the event the Client’s funds are insufficient to deduct any fees under this Agreement, the Payment Transaction may not be executed.

8.9. The Commission Fees vary depending on the jurisdiction of incorporation of the Client. The rates of the Commission Fees for different categories of jurisdictions are indicated in the Pricing.

8.10. Periodic fees shall be deducted by AlphaPay from any Account of the Client. The Client shall ensure that a sufficient amount of funds is kept in the Account to pay periodic fees no later than on the last day of each period (e.g. month).

8.11. If any fee is subject to value added tax, such tax shall be added to the indicated fee.

8.12. The Client confirms that it has carefully studied the Pricing and is familiar with all fees applied by AlphaPay.

9. Communication

9.1. The Agreement is concluded and all communications between the Parties are sent in the Acceptable Language. All notices (including information on the Payment Transactions) are sent by AlphaPay to the Client by e-mail, submitted to the Profile through the System or uploaded on the website of AlphaPay. Information about the Account and Payment Transactions is provided to the Client in the Profile.

9.2. All notices, messages and all other types of communication as well as agreements between AlphaPay as submitted to the other Party or confirmed through the System shall be considered to be in writing.

9.3. AlphaPay shall inform the Client in a secure manner about suspected or actual fraud or security threats. In such cases AlphaPay shall take into consideration the nature of the fraud or security threats and, in order to prevent damaging consequences, when necessary and possible, inform the Client using other means of communication than stated in Clause 9.1.

9.4. The Client is obliged to, in the event of changes, immediately (but no later than within 1 (one) Business Day) update the contact data provided in the System. AlphaPay shall not be held liable for any communication issues with the Client if AlphaPay uses the contact information provided by the Client in the System.

9.5. The Client has the right to receive information on the terms and conditions of this Agreement and Payment Services in writing on the Durable Medium selected by the Client. In order to exercise the abovementioned right the Client shall contact AlphaPay in writing (e. g. by e-mail or through the System) and indicate the Durable Medium as well as the information to be provided on such Durable Medium. The Client can also find the terms of this Agreement on the website of AlphaPay (https://pay.alphapay.lt/terms/) and the System] at any time.

9.6. The Client submits its notices to AlphaPay by e-mail info@alphapay.lt. The Client may also contact AlphaPay by telephone or other means specified in the System. AlphaPay has the right to request the Client to send a message, information or documents at a particular time in any other manner and form requested by AlphaPay (e.g. by registered mail, etc.), and the Client undertakes to do so at its own expense. The Client may also use the mentioned communication channels to notify AlphaPay about any type of possible fraud and other occurrences that the Client deems important.

9.7. Notices, information or documents submitted by the Client are deemed received by AlphaPay when AlphaPay confirms to the Client that the relevant notice, information or document has been received.

10. Amendments and Termination of the Agreement

10.1. The terms of this Agreement may be changed by written consent between the Parties, except in cases set in this Agreement, when AlphaPay has the right to modify the Agreement unilaterally.

10.2. AlphaPay has the right to unilaterally amend the terms of the Agreement (including Pricing) by providing the Client with a prior written notice (by e-mail or submitted through the System) at least 30 (thirty) calendar days prior to the entry into force of the respective amendments. If the Client fails to notify AlphaPay about disagreement with the amendments by the suggested day of their entry into force, it shall be deemed that the Client accepts the amendments to the Agreement, and the amendments shall enter into force on the specified day of their entry into force. If the Client disagrees with the amendments and notifies AlphaPay in writing, the Agreement shall cease to be effective from the date of entry into force of the amendments to this Agreement.

10.3. Where an amendment to the Agreement is required by law or relates to the addition of a new service, extra functionality of the System, or any other change which neither reduces the Client’s rights nor increases the Client’s responsibilities, the amendment may be made without prior notice to the Client and shall be effective immediately.

10.4. The Client is not authorised to unilaterally change the terms of this Agreement.

10.5. The Client has the right to get familiar with the current version of the Agreement, the amendments to the Agreement and related information on the website of AlphaPay and the System.

10.6. The Client shall have the right to terminate this Agreement unilaterally, out of court and without giving reasons, by giving AlphaPay a written notice (by e-mail or submitted through the System) no later than 30 (thirty) calendar days prior to the termination of the Agreement.

10.7. A fee for termination of the Agreement may be applicable to the Client and the amount of the fee may depend on the ground of termination (e.g. termination on the initiative of the Client, termination by AlphaPay due to the breach of the Agreement by the Client).

10.8. Upon termination of the Agreement in accordance with Clause 10.6, AlphaPay shall provide to the Client information on the Durable Medium regarding the Payment Transactions executed on the Account within the last 36 (thirty-six) months. The service indicated in this Clause may be subject to a fee if indicated in the Pricing or required so by AlphaPay at the time.

10.9. AlphaPay shall have the right to terminate this Agreement unilaterally, out of court and without giving reasons, by giving the Client a written notice (by e-mail or submitted through the System) no later than 30 (thirty) calendar days prior to the termination of the Agreement.

10.10. AlphaPay has the right to terminate this Agreement unilaterally, out of court, given a prior 10 (ten) calendar days’ notice to the Client, if the Client:

10.10.1. does not fulfil or improperly perform the obligations provided in the Agreement;

10.10.2. refrains from providing required information to AlphaPay or provides incorrect information;

10.10.3. is deemed to be possessing too high risk regarding any illegal or unlawful activities, including but not limited to money laundering and (or) terrorist financing;

10.10.4. is engaged in activities unacceptable to AlphaPay, illegal activities related to money laundering and (or) terrorist financing or other cases defined in the Agreement;

10.10.5. has bankruptcy proceedings initiated against it and (or) there are reasonable doubts about the Client’s solvency;

10.10.6. is involved in activities or any actions that harm or may harm AlphaPay or other third parties, including but not limited to its business reputation, image and brand.

10.11. The termination of the Agreement does not relieve the Client of the proper fulfilment of the obligations arising from this Agreement before the day of its termination.

10.12. Before the termination of the Agreement, the funds held in any Account shall be transferred by the Client to an account held in another financial institution. In the event of a dispute between AlphaPay and the Client, AlphaPay has the right to retain funds under dispute until the dispute is resolved.

10.13. If the Client fails to transfer all funds from the Accounts at the time of their intended closure and(or) termination of the Agreement, AlphaPay shall ask the Client to provide a payment account to which such funds may be transferred within the period specified by AlphaPay. If the Client fails to notify AlphaPay of such an account within the given term, AlphaPay shall be entitled to deduct a Commission Fee for maintaining the inactive Accounts with funds until their respective balances reach zero and then close such Accounts.

10.14. If the Client has not logged into the Profile or performed any transactions with the Account(s) for more than one year, AlphaPay shall deem the Profile and the Account(s) inactive. In such cases, AlphaPay may terminate the Agreement and close the inactive Profile and Account(s), provided they contain no funds, by giving the Client 30 (thirty) days’ prior notice. If at least one inactive Account contains funds, AlphaPay shall keep the Profile open and close only the inactive Account(s) with no funds. Where the Profile and Account(s) with funds remain inactive for 1 (one) year following AlphaPay’s notification, AlphaPay shall charge a Commission Fee for maintaining the inactive Profile and Account(s) until the balance reaches zero, after which such Account(s) and the Profile shall be closed in accordance with this Clause.

11. Liability of the Parties

11.1. Each Party shall be liable for any damage incurred by the other Party as a result of a breach of this Agreement by the defaulting Party. The defaulting Party undertakes to compensate the injured Party for the loss suffered as a result of the breach of the Agreement. The liability of AlphaPay under this Agreement shall in all cases be governed by the following:

11.1.1. AlphaPay shall only be liable for the direct damage;

11.1.2. the liability of AlphaPay under this Agreement may not exceed EUR 2,000 (two thousand euros);

11.1.3. in all cases AlphaPay shall not be liable for the Client’s loss of profit, income, reputation, collapse of business or other indirect damages;

11.1.4. the limitations of the liability of AlphaPay shall not apply if such limitations are prohibited by mandatory provisions of the applicable law.

11.2. AlphaPay does not guarantee uninterrupted operation of the System, as its performance may be affected by factors beyond AlphaPay’s control. AlphaPay shall make reasonable efforts to ensure the smoothest possible operation of the System; however, it shall not be liable for any consequences of malfunctions not attributable to AlphaPay (including, without limitation, interruptions caused by data centres, internet providers, or cloud infrastructure).

11.3. Temporary limitations of access to the System lasting no longer than 24 (twenty-four) hours due to repairs, development works, or similar activities, where AlphaPay has informed the Client at least 2 (two) calendar days in advance, shall not be deemed malfunctions or operational disorders of the System.

11.4. AlphaPay shall not be found liable for:

11.4.1. criminal acts or operations of third parties using falsified and (or) unauthorised documents or unlawfully obtained data;

11.4.2. errors made by banks, electronic money institutions and other payment services providers, late payments, withheld funds;

11.4.3. losses incurred by the Client due to suspension of the Payment Services provision, blockage of the Account and (or) Payment Instruments, or other actions, if those actions have been performed in accordance with the procedures stated in the Agreement and (or) applicable legal acts and under circumstances on the basis specified in the mentioned documents;

11.4.4. failure to perform its contractual obligations and damages incurred as a result of the performance of its statutory duties.

11.5. The Client shall bear all losses due to unauthorised Payment Transactions, where such losses result from the use of a lost or stolen Payment Instrument and (or) misappropriation of the Payment Instrument and (or) any action taken by the Representative.

11.6. The defaulting Party shall be released from liability for non-performance of the Agreement if it proves that the Agreement has not been performed due to force majeure circumstances as it is provided by law. The defaulting Party shall inform the injured Party about the force majeure circumstances without undue delay.

11.7. In the event of a reasonable suspicion that money laundering, terrorist financing, or other criminal activity is being executed through the Client or the Account of the Client, AlphaPay has the right to partially or completely suspend the provision of the Payment Services to the Client for a period of 30 (thirty) calendar days with the right to extend it an unlimited number of times until the charges are fully withdrawn or confirmed.

12. Confidentiality and Personal Data Protection

12.1. The Client undertakes to protect and not disclose to third parties any passwords or other Means of Identification created, provided to it and its Representatives or used by it or its Representatives under this Agreement and to prevent other persons from using the Payment Services on behalf of the Client. The Client undertakes to share this requirement and apply it to all its Representatives who have or will have access to the Client’s Account in the future. If the Client fails to comply with the obligation referred to in this Clause, the Client fully assumes the resulting losses and undertakes to award damages to any injured persons.

12.2. If the Client or its Representative loses the password, other Means of Identification, Payment Instrument or any Means of Identification become disclosed to third persons or if there is or may be a real risk of unauthorised access to the Client’s Account the Client or its Representative shall immediately change the respective password (if possible) and notify AlphaPay immediately (but no later than within 1 (one) hour) by telephone using the number provided here (+370 669 22515) or by submitting a customer support ticket here (compliance@alphapay.lt). AlphaPay shall not be liable for any consequences of failure to provide notification in a timely manner.

12.3. AlphaPay shall immediately suspend access to the Client’s Account and Payment Services upon receipt of the Client’s notice referred to in Clause 12.2 of the Agreement until a new Means of Identification or Payment Instrument is provided/created.

12.4. The Client is informed that AlphaPay is a controller of the Personal Data of the Client (and (or) Representatives, employees of the Client). Such Personal Data of the Client (and (or) Representatives, employees of the Client) received by AlphaPay shall be processed for the proper performance of the Agreement. More information about the processing of the Personal Data of the Client (and (or) Representatives, employees of the Client) can be found in the Privacy Policy of AlphaPay (https://pay.alphapay.lt/privacy/).

12.5. The Client is informed that AlphaPay may send direct marketing messages to the Client by e-mail providing the Client with relevant information about other (related) services provided by AlphaPay. The Client may opt-out of these messages at any time (in advance or at any time thereafter) by clicking the appropriate button on the direct marketing message received or by notifying AlphaPay by e-mail (info@alphapay.lt).

13. Applicable Law and Dispute Resolution

13.1. AlphaPay strives to resolve claims and disputes with Clients in a peaceful, prompt and mutually acceptable manner. Therefore, in all situations, the Client is encouraged to contact AlphaPay first so arising complaints and disputes could be resolved amicably by negotiation.

13.2. The Client who believes that AlphaPay violates its rights, or legitimate interests shall have a right to apply directly to a competent court. However, AlphaPay endeavours to resolve any disagreement peacefully, expeditiously and under terms acceptable to both Parties.

13.3. The Client who has reasonable suspicions that the activities of AlphaPay violate applicable financial market legislation, the Client’s rights or legitimate interests shall have the right to complain to the Supervisory Authority (Bank of Lithuania). Written complaints to the Supervisory Authority (Bank of Lithuania) shall be submitted to the Bank of Lithuania with the following requisites: Totorių g. 4, LT-01121 Vilnius, Lithuania, e-mail info@lb.lt.

13.4. More information on the possibility to file complaints with the Bank of Lithuania is available here: https://www.lb.lt/en/complaints-against-a-financial-service-provider#ex-1-3.

13.5. The law of the Republic of Lithuania is applicable to this Agreement, its supplements, amendments and relations of the Parties that are not regulated by this Agreement. All disputes arising out of and in connection with this Agreement shall be settled by the competent court of the Republic of Lithuania in Vilnius in accordance with the procedure established by laws.

14. Final Provisions

14.1. The Agreement shall come into force in accordance with Clause 3.3 of the Agreement. Without prejudice to the aforementioned, provisions regarding the Account Opening Fee are applicable from the day of the payment of such fee. The Client may save the text of the Agreement at the time of registration in the System. The Agreement is valid indefinitely unless terminated in accordance with the provisions of Section 10 of the Agreement or applicable law.

14.2. Clauses 10.11, 10.12 and 10.13 shall remain in force after the termination of the Agreement until all obligations stemming from these Clauses are met.

14.3. Each Party confirms that it possesses all permissions and licenses required under the applicable law that are necessary for the execution of the Agreement.

14.4. The Parties are independently liable to the state and other subjects for the fulfilment of all tax obligations. AlphaPay shall not be liable for the execution of tax obligations of the Client, calculation, or transferring of taxes applied to the Client.

14.5. The Client does not have the right to assign its rights and obligations arising out of this Agreement to third parties without a prior written consent from AlphaPay. AlphaPay reserves the right to assign its rights and obligations arising out of this Agreement to third parties at any time without a consent from the Client, if such transfer of rights and obligations does not contradict applicable law and at least 60 (sixty) days’ notice is provided to the Client.

14.6. If any provision of the Agreement becomes invalid, other provisions of this Agreement remain in force.

14.7. Terms and conditions regulating the provision of separate Payment Services as well as the other documents which are available in the System are an integral part of this Agreement and are applied to the Client from the moment they start using the respective service.

14.8. The Clauses of the Agreement concerning Standing Orders and currency exchange services are intended solely to regulate the potential provision of such services, should AlphaPay decide to offer them. These Clauses do not oblige AlphaPay to provide such services, nor do they create any legal expectation on the part of the Client that AlphaPay will make such services available.