General Terms and Conditions for Business Clients in the European Economic Area

Effective from 1 January 2024

These Terms and Conditions govern the payment services and other related services provided by ArcaPay (as defined below) to its clients—legal persons.

1. Definitions

As used in these Terms and Conditions, the following terms shall have the meanings set forth below:

1.1. Account means a user account that is required for access, authentication, and authorisation to ArcaPay Services;
1.2. ArcaPay means ArcaPay UAB, a legal entity incorporated in the Republic of Lithuania, company registration number 305689591, registered address Konstitucijos Ave. 21B, LT-09319 Vilnius, Lithuania, email: [email protected], holding a licence of the payment institution No LB002070, issued on April 1, 2021, by the licensing and supervisory institution the Bank of Lithuania, identification code 188607684, address Gedimino Ave. 6, LT-01103 Vilnius, the Republic of Lithuania, email: [email protected], phone No. +370 800 50 500, www.lb.lt;
1.3. Authentication means the procedure performed by the ArcaPay which allows the ArcaPay to verify the identity of the Client (i.e., to perform Client Identification), including the use of its personalised security credentials;
1.4. Batch Payments means multiple Payment Transactions which are initiated by the Client at the same time;
1.5. Business Day means a day on which both payer’s and Recipient’s payment service providers and partners (involved in processing the transaction) are open for business;
1.6. Client means a company (legal person) which seeks to get or who uses the Services provided by ArcaPay and has accepted the Terms and Conditions;
1.7. Currency Holiday means days in which there is no settlement of transactions in a chosen currency;
1.8. Framework Contract a payment service contract which governs the future execution of individual and successive payment transactions and which may contain the obligation and conditions for setting up a payment account, as defined under the PSD II directive.
1.9. FX Forward Contract means an agreement to purchase or sell a set amount of a currency at a specified price for settlement at a predetermined date in the future;
1.10. Margin Deposit means an initial amount of money provided by the Client to activate and secure the execution of an FX forward contract.
1.11. OUR Type Payment means a type of Payment where the Client pays ArcaPay’s fees and charges, as well as fees and charges of any other financial institution involved in the Payment transaction;
1.12. Payment Transaction means the transfer of funds that the Client requests and authorises ArcaPay to make to the Recipient;
1.13. Payment Service Provider means an entity (a bank, a payment institution, etc.) providing payment Services to the payer or the payee;
1.14. Personal Data means any information that, directly or indirectly, can identify a living natural person;
1.15. Payment Order an instruction by the Client to ArcaPay requesting an execution of a Payment Transaction;
1.16. Recipient means the entity or private person to whom the funds are transferred (payee);
1.17. Relevant Funds means sums received from a Client for the execution of a Payment transaction;
1.18. Services mean the services provided by ArcaPay to the Client, including, but not limited to, Payment transactions (money remittances), currency exchange transactions, and FX Forward Contracts, governed by these Terms and Conditions;
1.19. Terms and Conditions mean these Terms and Conditions governing the legal relationship between the Client and ArcaPay;
1.20. User means a natural person who has been granted access to the Client’s Account by the Client;
1.21. Website means ArcaPay’s official website available at www.arcapay.com.

 

2. Registration

2.1. To use ArcaPay Services, the Client must first create an online Account by registering on the Website. As part of the signup process, the Client will be required to accept these Terms and Conditions and the Privacy Policy available on the ArcaPay Website.

2.2. These Terms and Conditions form the Framework Contract as defined in the Payment Services Regulations.

2.3. ArcaPay reserves the right to refuse registration of the Client. ArcaPay shall be under no obligation to reveal the reasons for such refusal. Nonetheless, in no event, such refusal will be based on a discriminatory basis.

2.4. Only an authorised representative of the Client may open the online Account of the Client. For purposes of these Terms and Conditions, a person shall be considered to be an authorised representative of the Client, where it acts in accordance with authorisations granted under the law, documents of establishment of the Client or a duly certified Power of Attorney or other documents proving the relevant authorisations.

2.5. These Terms and Conditions must be accepted by the Client by (i) physically signing and expressing consent or (ii) signing electronically, by using the appropriate Authentication measures and following the instructions provided on the ArcaPay’s Website and/or Mobile App. Acceptance of these Terms and Conditions, if any, electronically through the use of such Authentication measures shall have the same legal validity as the Client’s signature on a written document, and the Client’s agreements concluded with the ArcaPay by using such Authentication measures shall be deemed to be written agreements concluded between the Client and the ArcaPay.

2.6. By accepting these Terms and Conditions the Client, amongst other things, confirms that it is duly incorporated and validly exists under the laws of the jurisdiction of its incorporation and has the required corporate capacity to enter into the Terms and Conditions.

2.7. The Client undertakes to provide ArcaPay with all information and documents as requested by ArcaPay to comply with legal requirements or internal procedures. In order to comply with applicable regulatory requirements, ArcaPay has the right to use third-party compliance tools, check, accumulate and retain publicly available information on the Client and any person related thereto.

2.8. The Client is responsible for the completeness and accuracy of all information provided to ArcaPay at any time. The Client must always keep its contact information up to date. The Client undertakes to notify ArcaPay as soon as it becomes aware of any error in any details it has provided.

2.9. ArcaPay may refuse to create duplicate Accounts for the same Clients and reserves the right to close or merge these duplicate Accounts.

2.10. ArcaPay conducts searches through external identity-referencing agencies and through other sources of information and uses scoring methods both to allow it to provide the Clients with the Services and to assess risk in doing so. A record of this process will be kept and may be used to allow ArcaPay Group Companies to provide similar Services. Information may be passed to governmental, regulatory, or judicial organisations to prevent fraud or financial crime where we consider it appropriate. Additionally, information may also be passed to other organisations or persons to prevent fraud. The foregoing use of Personal Data may render us a Data Controller.

2.11. The Client must immediately inform ArcPay on all Client’s data or circumstances that have changed compared with those provided during the registration or circumstances specified in the documents earlier submitted by the Client to ArcaPay (e.g., upon change of the Client’s head office address, other contact details of the Client, information related to the Users and representatives). At the request of ArcaPay, the Client must submit to ArcaPay the documents supporting the changes in the data or circumstances. ArcaPay shall not be held liable for the Client’s losses resulting from the Client’s failure to fulfil properly the obligations specified in this clause.

 

3. Users

3.1. The Client is allowed to create User(s), i.e., grant access to employees or third parties to the Client’s online Account. Each such User may be granted different permissions (rights), such as:

3.1.1. admin rights – allowing the User full access to all Services and functionalities available to the Client;

3.1.2. dealing rights – allowing the User to use all of the Services available to the Client except the following: such User will not be allowed to add new User(s), manage the existing ones or update company information;

3.1.3. view-only rights – allowing such User to view dealing history on the Dashboard and check exchange rates but not execute Payment transactions.

3.2. Upon registration, the authorised representative acting on the Client’s behalf gets a User in their name automatically created with admin rights.

3.3. By creating the User, the Client confirms that such user has the necessary authorisations to use the Services on behalf of the Client.

3.4. By accessing the Client’s Account and/or using the Services, the User confirms that they have familiarised with the Terms and Conditions and the Privacy Policy available on the Website and agree to the terms of these documents. By using the Services, the User also confirms that it has the necessary legal capacity and authorisations to act on behalf of the Client.

3.5. The Client assumes all the risks related to the creation of each User, as well as acts and omissions of such User. ArcaPay shall under no circumstances be responsible for any acts or omissions of such User or any losses incurred by the Client due to such acts or omissions of such User.

3.6. Upon the change of the User (termination of representation rights, etc.) the Client (the Client’s representative authorised in accordance with the requirements of the Clause 2.4 of these Terms and Conditions) must immediately inform ArcaPay by submitting a notification by email address [email protected]. The notification must also be accompanied by documents confirming the change of factual circumstances (for example, an up-to-date extended extract from the Corporate register, etc.).

3.7. Without a separate notice, ArcaPay has the right to restrict a User’s (including the User with Administrator rights) access to the Client’s Account in cases when ArcaPay, using the public or other open sources, obtains information that the User has lost the authorisations specified in Clause 2.3 of these Terms and Conditions.

 

4. Payments

4.1. All Payment Transactions can only be initiated through the Client’s online Account on the Website and by providing the necessary details for the transaction.

4.2. The Client consents that the execution of the Payment shall be confirmed using identification means acceptable to ArcaPay (such as, passwords, 2FA, or other personalised security credentials as established and updated by ArcaPay from time to time).

4.3. ArcaPay shall be liable for the execution of a Payment Transaction according to the Payment Transaction details, as specified in clause 4.1, indicated by the Client. In the event that the Client provides an incorrect unique identifier or other incorrect transaction details in respect of the Payment Transaction, ArcaPay shall not be liable for non-execution, defective or delayed execution of the Payment Transaction. Nonetheless, ArcaPay shall cooperate with a Client and assist the Client (to the extent required under applicable legislation) in the recovery of funds involved in the relevant Payment Transaction(s).

4.4. The Client is allowed to enter details for a single Payment Transaction or for Batch Payments.

4.5. The Payment Order is considered to have been made and irrevocable after the Payment Transaction details are submitted and confirmed by the Client. Any cancellation or suspension of the Payment Transaction for whatsoever reason may incur losses of funds to cover cancellation charge by the Client, in accordance with clause 6.2. below.

4.6. The Payment Order shall be deemed received at ArcaPay on the day of its receipt if the Payment Order was received before 3:30 PM Central European Time (CET). If the Payment Order was received at ArcaPay after 3:30 PM Central European Time, it shall be deemed that the Payment Order was received at ArcaPay on the first Business day following the day when the Payment Order was submitted to ArcaPay.

4.7. After completing and confirming the details for the Payment Transaction(s) and confirming them, the Client will be provided with Payment Transaction funding instructions on the Website and via email on depositing the funds required for the Payment Transaction. This does not amount to ArcaPay’s acceptance to process the Payment Transaction, it is only a confirmation of receipt of the request for the Payment.

4.8. The Client undertakes within 1 (one) hour after booking a Payment Transaction to initiate the transfer of funds to the account specified by ArcaPay in the instructions related to the particular Payment or Batch Payments. Transfer of funds must be made from a payment account held in the Client’s name. ArcaPay will not cancel client transactions that are not funded within the designated time frame. However, a delay in funding for the relevant transaction may also result in delay in its execution.

4.9. The Client undertakes to notify ArcaPay about any circumstances that may delay the transfer of funds, by sending a written notification to [email protected] or using other communication channels specified on the ArcaPay Website.

4.10. The Client cannot revoke the Payment Transaction after it has been authorised as indicated in clause 4.6. If the Client does not fund Payment transaction in a timely manner, Payment Transaction cancellation fees may apply as outlined in clause 6.

4.11. ArcaPay will have the right to request the Client additional documents related to the Payment Transaction (an associated invoice, the purpose of the payment , the source of funds, etc.). Failure to provide such documents, provision of incomplete or incorrect information, will result in a delay or cancellation of the Payment Transaction.

4.12. The Payment Transaction may be suspended or cancelled by ArcaPay in any of the following events:

4.12.1. upon additional request to the Client, ArcaPay is unable to obtain satisfactory documentation (as considered by ArcaPay) relating to the Payment Transaction(s);

4.12.2. the funds to finance the relevant Payment Transaction are received by ArcaPay from a payment account not held in the Client’s name;

4.12.3. the funds received from the Client to finance the relevant Payment Transaction are insufficient (the amount is less than that specified in the instructions to the Client);

4.12.4. ArcaPay has reason to believe that the Payment Transaction is incorrect, unauthorised, forged or otherwise fraudulent;

4.12.5. the transaction is directly or indirectly linked to a person subject to financial sanctions;

4.12.6. the Client fails to provide or provides incorrect or incomplete information (as considered by ArcaPay);

4.12.7. if our/our partner's system malfunctions and provides erroneous conversion rate;

4.12.8. other events prescribed by applicable regulations.

4.13. The funds of not executed Payment Transaction(s) specified in clause 4.8 are returned to the payment account held in the Client’s name from which the Client has transferred the funds to fund the relevant Payment Transaction(s).

4.14. ArcaPay seeks (however cannot guarantee) that the Payment Transaction to the Recipient is accompanied by the Client’s details by:

4.14.1. making the Payment in the name of the Client; or

4.14.2. specifying the Client as the original payer; or

4.14.3. specifying the Client name in the payment details (payment purpose).

4.15. The list of destination countries to which ArcaPay may perform Payment Transactions is available at the following link: https://www.arcapay.com/geographical-coverage.

4.16. ArcaPay allows the transfer of funds in different currencies, which are published on ArcaPay’s Website. In such a situation, ArcaPay also provides a currency exchange service. The currency exchange rate is shown to the Client in the process of filling in the Payment Transaction details.

4.17. Regulatory obligations require ArcaPay to segregate client’s funds from ArcaPay’s own funds. In this respect, ArcaPay safeguard’s Relevant Funds with a licensed banking institution.

4.18. ArcaPay may use other service providers to help it deliver the Services to the Clients. These providers may be involved at different stages of a Payment Transaction, including but not limited to collection of funds, currency conversion, FX Forward Contracts and payouts.

4.19. In case the requested Payment to the Recipient is in the United States dollars (USD), ArcaPay may only guarantee that the funds credited to the Recipient’s payment account shall be equal to the amount specified in the Payment instructions when the OUR Type Payment is chosen. In other cases, the actual amount deposited to the Recipient’s payment account may be less than that indicated in the Payment Transaction’s instructions due to the deductions made by the intermediaries and/or the Recipient’s payment service provider.

 

5. Timing

5.1. The Client should be aware that payment service providers have fixed cut off times for the receipt and dispatch of electronic payments. ArcaPay is not responsible for and has no liability for any delay in or failure of any Payment Transaction, which results from late arrival of Client funds or incorrectly specified information by the Client when funding the transaction.

5.2. If ArcaPay does not receive the Client’s payment by 3:30 PM Central European Time (CET) on the day when it is initiated, the maximum term for execution of the Payment (see clause 5.4 below) shall be calculated from the following Business Day.

5.3. If either leg of the transaction falls on a day which is not a Business Day, the final payment will be delayed until the first Business Day.

5.4. The maximum term for the execution of the Payment Transaction shall be:

5.4.1. one (1) Business Day from the day of receipt of the funds for the relevant Payment Transactions(s) in case the Payment is executed wholly within the European Economic Area;

5.4.2. two (2) Business Days from the day of receipt of the funds for the relevant Payment Transactions(s) in case the Payment falls outside the scope of clause 5.4.1 above.

 

6. Cancelations / Refunds / Returned Payment transactions

6.1. The Client may any time before the point in time of irrevocability, indicated under clause 4.5, cancel the consent to execute the Payment Transaction. After the point in time of irrevocability, indicated under clause 4.5, the Payment may be cancelled only if agreed between the Client and ArcaPay. The Client may exercise this right by requesting transaction cancellation via the Dashboard or sending a written request to [email protected]. The cancellation request has to be sent from a contact email linked to the Client’s Account.

6.2. If the Client exercises its right to cancel the Payment Transaction after it has confirmed the Payment Transaction details, ArcaPay will reimburse any payments which the Client has made. The cancellation charge that covers expenses associated with the reimbursement (including fees applied by correspondent intermediaries) and currency exchange rate fluctuations may be applied by ArcaPay.

6.3. If the Payment Transaction is rejected by ArcaPay, any intermediary or the Recipient’s Payment Service Provider, the Client can be provided with the following options:

6.3.1. If the Payment was rejected due to inaccurate or insufficient Payment Transaction details the Client can make the necessary revisions of the Payment transaction details and repeat the Payment transaction. ArcaPay shall not be held liable for any fees applied by correspondent intermediaries. Furthermore, the Client will be required to cover the associated transaction fee for the repeat payment as set out in section 9 below.

6.3.2. Get the refund in the currency in which the Recipient should have received the Payment, where possible; or

6.3.3. Get the refund in the currency in which the Client has deposited the funds to ArcaPay for the relevant Payment.
Nevertheless, ArcaPay does not guarantee that it will be able to make a refund available in the currency preferred by the Client.

6.4. In case the Payment was rejected due to the fault of the Client (e.g., submitting incorrect or insufficient Payment transaction details) or an issue arising at the Recipient’s Payment Service Provider and the Client chooses an alternative specified in clauses 6.3.1 to 6.3.3, the Payment processing costs (e.g., any fees deducted by correspondent intermediaries), if any, shall be deducted from the refund amount.

6.5. In case the Client chooses an alternative specified in clause 6.3.3, the Client shall additionally bear the risk of fluctuations in currency exchange rate that have occurred after the initiation of the relevant Payment.

6.6. In case the Client transfers more funds than required for a particular Payment Transaction, ArcaPay will refund the exceeding amount to the Client’s payment account. ArcaPay will apply EUR 1 (one) fee for the exceeding amount of refund.

 

7. FX Forward Contract

7.1. ArcaPay only offers FX Forward Contracts to the Client if:

(a.) the Client is a not a financial institution;

(b.) currencies are settled in full amounts (i.e., a deliverable Forward Contract); and

(c.) the contract relates to a specific business-related inflow or outflow in a foreign currency (i.e., is not of speculative nature). Supporting documentation will be required to prove this.

7.2. An FX forward contract may be booked for a maximum term of up to 12 months.

7.3. ArcaPay will require an initial Margin Deposit equal to 5% of the consideration value for the FX Forward contract to become live.

7.4. The Margin Deposit will be held by ArcaPay until the end of the contract or until it gets terminated. At the end (execution) of the FX Forward Contract, the Margin Deposit will be deducted from the payable balance or returned to the Client. The Margin Deposit must be settled within 1 business day from booking an FX forward transaction.

7.5. The open positions of the Client will be marked to market. Should the Client’s initial Margin Deposit amount with the mark to market adjustment fall below 1% of the notional contract amount, the Client will be required to pay within 1 business day an additional Margin Deposit to bring the total margin ratio to 3%. If no funds are posted within the required timeframe, the position will be closed out. Any losses incurred by the closure of the position by ArcaPay shall be settled by the Client.

7.6. The FX Forward Contract is expected to be held until its maturity date. In all cases, the FX forward contract cannot be longer than 12 months from the date it was initially booked.

7.7. The Client may change the maturity date once of a live FX Forward Contract in their Account on ArcaPay’s Website prior to the maturity date. A client will be required to provide a reason for the change of the contract term. In all cases, clients are not permitted to extend the maturity date above the original 12 months of the contract.

7.8. The Client may terminate the contract up to 24 hours prior to its maturity date on ArcaPay platform. In such a case the Client agrees to cover any associated costs, which will primarily depend on the currency exchange rate and interest rate fluctuations since the contract’s inception. The exact charge amount will be provided before confirming the cancellation by the user on ArcaPay platform and the charge shall be deducted from the Margin Deposit held.

7.9. A Client Margin Deposit held by ArcaPay is not Relevant Funds and thus is not safeguarded. ArcaPay will acquire full ownership of such funds for the term of the FX Forward Contract. In the event of ArcaPay’s insolvency, the Client would rank as a general creditor of ours in relation to such a Margin Deposit paid to us.

7.10. Once the remaining funding amount is received and a given transaction is funded in full, the Margin Deposit held becomes Relevant Funds.

7.11. A Client Margin Deposit placed with ArcaPay does not qualify as an interest-bearing deposit and ArcaPay shall in no case pay interest to the Client on the funds in the Account, unless agreed otherwise.

7.12. ArcaPay may unilaterally terminate an FX Forward Contract if:

(a.) there is a lack of liquidity in the market;

(b.) there is market disruption;

(c.) not doing so would result in a breach of an applicable law, market practice, rule or regulation;

(d.) ArcaPay is in doubt as to the authenticity of instructions;

(e.) the Client fails to make, when due, any payment to ArcaPay;

(f.) the Client has breached these Terms & Conditions.

7.13. In cases where the Client cancels an FX forward transaction and where the Margin Deposit has not been yet paid by the Client and/or received by ArcaPay, the Client commits to cover the cancellation costs incurred in cancelling the FX forward transaction. The cancellation costs will be communicated to the Client.

 

8. Prohibited Use of the Services

8.1. The Client undertakes to comply with all applicable laws relating to its use of the Services. The Client cannot use the Services for, or in connection with, any illegal purpose, including, but not limited to, money laundering, fraud, or the funding of terrorist activities.

8.2. The Client must not use any of the Services for any speculative purpose.

8.3. The Client will be liable to ArcaPay for all direct and indirect losses incurred relating to any prohibited use of the Services by the Client and its representatives (including Users).

 

9. Fees & Charges

9.1. The standard Payment fees for ArcaPay’s Services are set out in the Fee Table below. Applicable fee(s) will always be displayed on ArcaPay’s Website before confirming a new Payment transaction.

Service 

Fee in EUR* 

Payment with currency exchange

No fee

Payment without currency exchange (same currency transfer)

EUR 23

OUR Type Payment**

EUR 23

* Depending on the currencies involved in the Payment Transaction, fees may be quoted in a foreign currency equivalent.

** OUR charges allowed only for Payments if beneficiary account is held with a payment service provider outside the European Economic Area member states. All expenses incurred on such transactions from our banking partners are covered by ArcaPay. If the Client initiates an OUR Type Payment without currency exchange, both the same currency transfer and OUR Type Payment fees will apply.

 

10. Privacy Policy

10.1. ArcaPay performs processing of personal data in accordance with ArcaPay Privacy Policy available on ArcaPay‘s Website.

10.2. ArcaPay is regulated under the Law on the Legal protection of personal data of the Republic of Lithuania and the General Data Protection Regulation (Regulation (EU) 2016/679, GDPR) for the processing of information relating to individuals and businesses.

10.3. Any queries regarding the Privacy Policy or personal data protection should be sent to [email protected]

 

11. Security

11.1. It is the Client’s responsibility to take all reasonable steps and keep safe any password or any other means of Authentication that may be used for access to the Client’s Account (e.g., the Client shall have no right to transfer them to another person or another Account user; the Client shall undertake to keep them in secret, not to write them down on paper or on other items). Additional products or services the Client uses may have additional security requirements and the Client shall have an obligation to familiarise with those as notified.

11.2. It is the Clients responsibility to take all necessary and reasonable steps to ensure that a computer, software, or other equipment used to access the Client’s Account is protected from viruses and (or) other unauthorised intrusion.

11.3. The Client must contact ArcaPay without undue delay if the Client or any User has any indication or suspicions that login details, password or other security features used for access to the Client’s Account have been lost, stolen, used without authorisation or otherwise compromised. The Client shall be liable for any losses as a result of undue delay in notification.

11.4. ArcaPay may suspend the Client’s Account or otherwise restrict its functionality on reasonable grounds relating to the security of the Account or any of its security features or if ArcaPay reasonably suspects that an unauthorised or fraudulent use of the Client’s Account has occurred or that any of its security features have been compromised. ArcaPay without undue delay will notify the Client of any imposed suspension or restriction of the Client’s Account.

 

12. Intellectual Property

12.1. ArcaPay’s Website and the Services, the content thereof, and all intellectual property relating to and contained in them (including, but not limited to, copyrights, patents, database rights, trademarks and service marks) are owned by ArcaPay Group Companies or third parties. All rights, title, and interest in and to ArcaPay’s Website and the Services shall remain ArcaPay’s property and / or the property of such other third parties.

12.2. ArcaPay’s Website and the Services may be used only for the purposes permitted by these Terms and Conditions or described on the Website.

 

13. Liability

13.1. The Client must regularly, at least once a month, check the information about executed Payment(s) which is available in the Dashboard.

13.2. The Client must notify ArcaPay in writing, by email of unauthorised or incorrectly executed Payment(s) as well as of any other mistakes, inconsistencies or irregularities in relation to executed Payment(s). The notification must be submitted immediately after becoming aware of the circumstances mentioned in this paragraph and in any case no later than within 60 (sixty) days as of the day of executing such Payment(s).

13.3. If the Client fails to give the notification at the time indicated in clause 13.2, it shall be deemed that the Client has unconditionally agreed with the Payment Transaction.

13.4. Where the Client denies having authorised an executed Payment Transaction or claims that the Payment transaction was not correctly executed, it is for ArcaPay to prove that the Payment transaction was Authenticated, accurately recorded, entered in the accounts and not affected by a technical breakdown or some other deficiency of the service provided by the ArcaPay.

13.5. ArcaPay shall be liable for non-executed or improperly executed, unauthorised Payment(s) if the Payment(s) have not been executed or improperly executed due to ArcaPay’s fault, as well as if ArcaPay has executed non-authorised Payment(s). In this case, ArcaPay shall immediately return the funds of Payment to the Client’s payment account no later than within one Business Day, unless ArcaPay has any suspicions that the Client acted fraudulently.

13.6. ArcaPay shall be liable only for direct losses related to an unexecuted, improperly executed or unauthorised Payment(s), not including consequential losses.

13.7. The Client shall be liable for all losses incurred by ArcaPay due to providing incorrect information or failure to fulfil obligations specified in these Terms and Conditions.

13.8. The Client shall be held liable for all losses that are incurred due to unauthorised Payment where such losses are incurred due to the use of lost or illegally acquired security data to access the Client’s Account.

13.9. The Client shall be held liable for all losses incurred due to unauthorised Payment(s) if the Client has sustained them as a result of acting unlawfully or having failed, has intentionally or through gross negligence, to take actions to protect the personalised security data and (or) fulfil one or several duties established in clauses 11.1-11.3.

13.10. The Client shall not incur any losses if:

13.10.1. before execution of a Payment the Client could not have detected any loss, theft, illegal acquisition of the security data to access the Client’s Account, except if the Client has acted unlawfully;

13.10.2. unauthorised Payment has taken place as a result of ArcaPay’s fault;

13.10.3. Payment has taken place after the Client has notified ArcaPay about the lost or illegally acquired security data to access the Client’s Account as referred to in clause 13.3.

13.11. ArcaPay shall not be liable to the Client for any delay or non-performance of its obligations arising from any cause or causes beyond its control, including, but not limited to, the following: an act of God, government act, war, fire, flood, explosion, failure of computer equipment, banking system failures, communications systems failure or industrial action by a third party.

13.12. ArcaPay has the right to suspend the provision of Services with immediate effect if ArcaPay reasonably believes or becomes aware that: (a) the Client has become or is likely to become insolvent, (b) the Client is in breach of the Terms and Conditions, (c) the Client uses the Services in connection with a fraudulent, illegal or otherwise prohibited activity, or the Client permits a third party to do so, (d) in the cases established by laws or any other legal acts of the Republic of Lithuania.

13.13. ArcaPay may accept Payment Orders including currency conversion during the weekend, or at other times when the spot foreign exchange markets are closed. Prices quoted will be based on the last trading price prior to the market closing, and in the unusual event that the price has moved significantly when the market opens, ArcaPay will be entitled to treat such Payment Transaction void.

13.14. Neither these Terms and Conditions nor any Payment Transaction carried out under them shall confer contractual or other rights on, or be enforceable against ArcaPay by, any party other than the Client.

13.15. Neither Party will be held liable for any loss or failure to perform its obligations under these Terms and Conditions due to circumstances beyond its reasonable control and which such Party could not anticipate by means of contingency planning or any other prudent business means (a “Force Majeure Event”). The relevant Party shall notify in writing the occurrence of the Force Majeure Event within 24 hours from the commencement of the Force Majeure Event, and shall include details of the Force Majeure Event, expected duration and remedial actions being taken to minimise the impact. Each Party shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations. If the said circumstances prevail for a continuous period of ninety (90) days or more, then either Party shall be entitled to terminate the business relationship immediately upon giving a written notice to the other Party but without prejudice to either Party’s rights in respect of all its prior obligations hereunder not affected by the Force Majeure Event. Payment Transaction fees for only those Services actually performed during the Force Major Event, if any, will be invoiced.

 

14. Notice and Communications

14.1. The Client agrees and consents to electronic receipt of all communications that ArcaPay provides in connection with the Services. ArcaPay will provide communications to the Client by making them available on the Dashboard page or by emailing them to the Client at the primary email address listed in the Client’s Account. Notices provided to the Client are deemed have been received by the Client on the next Business day after making them available on the Dashboard or by emailing them to the Client’s email address.

14.2. It is the responsibility of the Client to review received notices and to promptly report any questions, apparent errors, or unauthorised Payment transactions. Failure to contact ArcaPay in a timely manner may result in loss of funds or important rights.

14.3. At any time during the period of validity of these Terms and Conditions, the Client may request ArcaPay to provide it with a copy of the Terms and Conditions in durable mediums (PDF format). The copy of these Terms and Conditions is also available once logged on ArcaPay’s website.

14.4. The Client’s notifications to ArcaPay shall be delivered by emailing them to [email protected].

14.5. The Client may contact ArcaPay via communication channels specified on the ArcaPay Website.

 

15. Complaints

15.1. ArcaPay values all clients and takes its obligations seriously. In accordance with the ArcaPay complaints procedure, any complaint by the Client relating to the Services must be made in writing by emailing to [email protected]. Within 1 working day ArcaPay will send the Client a written acknowledgment and will contact the Client should any additional information be required. ArcaPay will investigate the Client’s complaint and use reasonable endeavours to come back to the Client by email with the results within 15 Business Days after receipt of the complaint. In exceptional circumstances, where ArcaPay is unable to issue the final response within 15 Business Days from receipt of the complaint, ArcaPay will issue a final response to the Client within 35 days; in those cases, ArcaPay will present a compelling rationale for not resolving a complaint within a 15 Business Days timeframe.

15.2. If the Client is not satisfied with the way ArcaPay has dealt with the complaint, it has a right to refer to the Bank of Lithuania by submitting a complaint to the Bank of Lithuania at Totoriu Str. 4, LT-01121 Vilnius, e-mail: [email protected], or to the Supervision Service of the Bank of Lithuania at Zalgirio St. 90, LT-09303 Vilnius, email: [email protected] in accordance with the procedure established by law.

 

16. Changes to the Terms and Conditions

16.1. These Terms and Conditions may change from time to time (e.g. to comply with changes in the law or regulatory requirements or due to changes in market conditions). The changes to the Terms and Conditions may be made by ArcaPay unilaterally. The Client does not have the right to change the Terms and Conditions unilaterally.

16.2. Any changes made to the Terms and Conditions will become effective 30 (thirty) calendar days from the date they are first notified to the Client by email. The Client before the day of entry into force of the proposed amendment may disagree with them or reject them. If the Client notifies that the changes to the Terms and Conditions are not acceptable, such notification shall be deemed to be a notice of termination of the Terms and Conditions, and the Terms and Conditions will be terminated on the date the relevant changes are to take effect. If before the day of entry into force of the proposed amendment the Client gives no notification to ArcaPay of disagreement with such amendments, it shall be deemed that the Client agrees with such amendments.

16.3. Where an amendment to the Terms and Conditions relates to the addition of a new service, extra functionality to the existing Services, a reduction in the cost of the Services or any other change which neither reduces the Client’s rights nor increases the Client’s responsibilities, the amendment will take effect on next business day after the date of their publication or on the effective date specified in the notice.

 

17. Validity of the Contract and its Termination

17.1. The Terms and Conditions are concluded for an indefinite period of time.

17.2. The Client may terminate the business relationship on 30 (thirty) calendar days’ written, including email, notice. The Terms and Conditions are considered to be terminated by the Client also in case the Client does not agree to the changes to the Terms and Conditions as specified in clause 16.2 above.

17.3. ArcaPay may terminate the provision of the Services on 30 (thirty) calendar days’ written notice.

17.4. In case the Client does not use any Services of ArcaPay for a period longer than 24 months, the business relationship is considered terminated and ArcaPay shall have the right to deactivate the Client Account. In case ArcaPay receives any instructions for the Services from the Client after the 24 month period has passed, the business relationship shall be considered to be automatically renewed.

 

18. Governing Law and Language

18.1. These Terms and Conditions shall be governed and construed in accordance with Lithuanian law and the parties hereto agree that any dispute pursuant to these Terms and Conditions shall be determined by the Lithuanian courts, unless mutually agreed otherwise by the Client and ArcaPay.

18.2. All communications between the Client and ArcaPay shall be made in the Lithuanian and (or) English languages.

 

19. Disclaimer

19.1. The information, material, advice, suggestions, illustrations, notifications, and circulars displayed on ArcaPay’s website are collectively called ‘the contents’ on this website. ArcaPay reserves its right to alter any part of the said contents, at its sole discretion, any time, as and when required. The contents of this website shall not be displayed or printed in any form, either in part or in whole, without the prior written approval of ArcaPay.

19.2. Any external links to third-party websites on the website are provided as a convenience to the Client. These sites are not controlled by ArcaPay in any way and ArcaPay is not responsible for the accuracy, completeness, legality, or any other aspect of the other sites, including any content provided on them. The Client may access such websites at its own risk.

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