Moonable
legal
section
E-MONEY & PAYMENT SERVICES TERMS OF SERVICE
These are E-MONEY & PAYMENT SERVICES TERMS (“Terms”) between Moonable OÜ (“Company”, “Moonable”, “We”), registry code 16367352, registered office located at Harju maakond, Tallinn, Kristiine linnaosa, Keemia tn 4, 10616, Estonia, acting on the territory of Estonia and the EEA countries as Agent / Distributor for provider of cross-border e-money services (reference here: https://fi.ee/en/distributors-providers-cross-border-e-money-services), and the e-money holder and/or payment services user (“You”), which constitute a public offer and shall be legally binding mutual agreement.
Please read carefully these Terms as well as the Privacy Policy that is an integral part of these Terms, before using Moonable. If You wish to be a Moonable’s user You must first agree to these Terms and Privacy Policy in their entirety. If you disagree with these Terms or Privacy Policy, or if you are not legally authorized to do so, please do not use Moonable. The Terms shall be deemed accepted by You upon your Account registration with the Company and checking the respective box “I have read and agree to the Terms”.
DEFINITIONS
In these Terms, unless clearly inconsistent with or otherwise indicated by the context:
“Account” means a virtual space that the Company establishes on its Website for You by means of software, intended for the Company’s Services use, the access to which is provided for You automatically upon Your successful registration, identification, verification and these Terms acceptance.
“Bank Account” means a linked bank account (or, where applicable, e-wallet account) that You should specify when providing Your data during the registration procedure, in order to receive Your payouts (where applicable).
“Card Organization” means Visa, Mastercard, any ATM or debit network, other financial service card organization(s).
“Chargeback” means the client initiation of funds return, when these funds have already been deducted from the client’s account, as a result of a relevant payment.
“CompanyWebsite” means through which Customers have access to Services.
“Customer” / ”You” means any user of Moonable E-Money products and/or payment processing and acquiring services (whichever is respectively used by the Customer, including the Merchant) offered by the Company through its Website.
“E-Money” means electronic money, which is the prepaid monetary value stored electronically and issued on receipt of funds for fulfilling payment transactions and associated with the Customer’s Account.
“E-Wallet” means a registered pre-paid electronic money account where the value issued in e-money is stored and can be accessed through the Company Website.
“GDPR” means General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016.
For the purpose of EU GDPR compliance, certain categories of the natural persons’ data are collected, processed and stored only subject to the legal basis within the meaning of the Article 6 of the GDPR.
“Intellectual Property” means all of the following owned by a party: registered and unregistered trademarks and service marks and trade names, and goodwill associated therewith; patents, patentable inventions, computer programs, and software; databases; trade secrets and the right to limit the use or disclosure thereof; copyrights in all works, including software programs; domain names.
“KYC” means Know Your Customer procedures and requirements for knowledge of and information on customers of regulated entities or for regulated activities.
“Merchant” means an internet retailer or any other person, a legal entity and/or an individual, who sells goods or services on its website and accepts cards and/or other payment methods and instruments.
“Personal Data” means information relating to an identifiable legal or physical entity, including information relating to the E-Money holder and/or payment services user sensitive/confidential data, card details, gender, nationality, date of birth, education, ID number, telephone number, email, postal or street address, financial, criminal or employment history.
“Refund” means a refund made by the Company through the Account registered on the Company Website (or through the Merchant’s API access, where applicable).
“Reversal” means any payment that the Company reverses to You.
“Safeguarded Account” means the bank account(s) belonging to EMI License Grantor, which are separate to any other office bank accounts, into which we will receive money from you, or on your behalf, in return for the issuance of Electronic Money.
“Services” means the services offered by the Company as stipulated in Section 2 hereof.
“Transaction” means a payment under the Terms; also, a transfer of E-Money from/to the E-Wallet.
1.1. These Terms become effective upon Your ticking the appropriate check-box about having read and agreed to the Terms on the Company’s Website. Respectively, as amended, since the Terms may be updated or amended (including exhibits/supplements hereto, where applicable) if and when necessary, the effective date of the updated version will be the date of Last Update posted on the Website (if not specified otherwise).
2.1. Moonable provides its services as Agent/Distributor of UAB “PayrNet”, a company incorporated in the Republic of Lithuania (company number: 305264430), an Electronic Money Institution (“EMI”) authorised by the Bank of Lithuania under the Law on Electronic Money and Electronic Money Institutions (license reference 72, issued on 2020-08-28) for the issuing of electronic money and provision of the related payment services (hereinafter referred to in this Agreement as “EMI License Grantor”).
2.2 Some of the services We provide are subject to the Law on Payments of the Republic of Lithuania. The law regulates how payments must be transmitted and provides protection for the clients of authorised payment service providers..
2.3. The Company provides services enabling e-money placement and withdrawal, e-money issue, and execution and acquiring of payment transactions. Moonable offers e-money products and processing & acquiring services through its platform that can be used by both E-Money holders and payment services users, including Merchants.
2.4. E-money issued by Moonable and provided to You are stored our EMI License Grantor Safeguarded Account in exchange for the issuance to you of Electronic Money. Your funds will not be used by us, nor by our EMI License Grantor for any other purpose and in the unlikely event that We or EMI License Grantor become insolvent, your e-money is protected in an EEA-authorised credit institution or the Bank of Lithuania.
2.5. When We issue you with Electronic Money, you holding the Electronic Money and us holding the funds corresponding to the Electronic Money is not the same as a bank holding your money in that (i) we cannot and will not use the funds to invest or lend to other persons or entities; (ii) the Electronic Money will not accrue interest; and (iii) the Electronic Money is not covered by the Deposit Insurance Scheme of the Republic of Lithuania or a comparable guarantee scheme in any other country.
3.1. The Company provides the Services through the Moonable Account registered by You on the Company Website, which can be used for E-Money transactions and/or for the Merchant’s receipt of payments from its customers for its products or services.
3.2. To open an Account, You shall undergo registration procedure, as well as the identification & verification procedures as stipulated in the Customer Identification Section of these Terms. During the registration, to open an Account You are obligated to accept these Terms and provide Your Data for collection and processing to enable the Company to perform its duties as an e-money institution and payment services provider, including its regulatory, AML/CTF and KYC duties.
3.3. The Company provides You with the description and algorithm of actions in Your Moonable Account on the Company’s Website in order to use the Company Services and functioning of the Account.
3.4. Under certain circumstances, as a security measure, the Company may restrict Your access to Moonable Website and Account from one or several IP addresses, until such circumstances clarification.
3.5. In addition to the Account use restrictions envisaged by the Terms, the Merchant shall not make or accept payments for such services and/or products which may be periodically determined by the Company, as well as illegal access to products which violate the intellectual property (IP) rights of the third parties and/or offer other products and/or services which are forbidden by applicable legislation.
This applies to the Business Account as well as to the Personal Account. Personal Account can be used for personal purposes only. Intermediary services, cryptocurrency transactions, the provision of marketing and advertising services are considered business activities.
Additionally, regulated (licensed) activities are subject to special approval by Company and only business accounts may be reviewed.
3.6. The Company reserves the right to refuse any request to open an Account. You will be notified of such decision but we reserve the right not to notify You of the reason of such decision, and the Company will not be liable for any compensation in that regard.
Also, the Company may request any information or additional evidence from You before carrying out any transaction, withdrawal, refund or product purchase. Without giving a reason or the right to compensation, the Company reserves the right to unilaterally and at its own discretion, suspend or cease the Services provision, in case the Company considers that the associated transaction(s) is(are) suspicious and/or linked to the illegal incomes legalization, terrorist activities sponsorship, fraud and/or other illicit and criminal practices.
3.7. You bear full responsibility for the provision of Your data and confirming records/information and You warrant these to be true.
3.8. If Your Account is not used or is requested to be terminated, it will be closed, in accordance with the terms of termination as stipulated in the Account Closure Section.
3.9. You are legally deemed as having full capacity, are of sound mind and are at least 18 years old. In order for You to prove Your capacity and/or age, the Company reserves the right to request any other additional data from You.
4.1. To comply with the requirements of the Law on the Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania and related regulations, it may be necessary to obtain from you, and retain, evidence of your personal identity in our records from time to time. If satisfactory evidence is not promptly provided to us, we cannot accept you as our Customer.
4.1. You will provide the required ID documents as appropriate during the on-boarding procedure, as part of the registration procedure.
4.2. The Company may establish an Account for You upon completion of the registration and prior to the verification of Your identity. You agree to comply with any and all Company’s reasonable requests and necessary requirements for further information.
4.3. You authorize the Company to make any inquiries or take any actions the Company considers necessary to validate Your identity, and verify information that You have provided to the Company. To assist us with meeting our obligations, we may carry out an electronic verification check via third party providers in order to verify your identity. If such searches are carried out, we may keep records of the contents and results of such searches in accordance with all current and applicable laws. You acknowledge that carrying out an electronic verification check may leave a soft footprint on your credit history.
4.4. The Company may set additional requirements for Your identification without notifying You.
4.5. In the event that You fail to provide additional information, as requested by the Company or the Company is unsuccessful in receiving satisfactory information to verify Your identity, the Company reserves the right to terminate these Terms and cease to provide access to the Company Account and Services.
5.1. You acknowledge that the Company payment solution involves the setting-up of computerised files containing the users’ personal data.
5.2. You grant the Company a right to use Your data concerning Moonable Services, the information gathered in connection with the legal obligations relative to the prevention of Money Laundering / Terrorist Financing, as well as any other necessary information for the Company to comply with all its legal obligations.
5.3. You consent to the Company collecting Your Personal Data from You and where lawful and reasonable, thereupon considering the GDPR rules where it concerns the natural person’s data, from public sources for credit fraud and compliance purposes, as well as for the purposes set out below.
5.4. Where the Merchant gives the Company the Personal Data about or on behalf of another person (its customers), it confirms that it is authorized:
5.5. Where applicable, the Company will have a right to pass its Customers’ data to its subcontractors and partners when this data is necessary for the Company to fulfil its obligations under these Terms and for its business activity.
5.6. According to the EU GDPR, for all individuals who are the subjects of personal data, each Party must carry out the necessary measures to inform them about the information collected and processed, and the rights of data access and rectification. The length of the period of personal data retention must be assessed in the light of the data processing purpose.
5.7. Additionally, the Merchant agrees to comply with its obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of information of e-money holders and/or payment services users.
5.8. The Company shall protect confidentiality of Your identification data.
5.9. You shall safely store any information and/or equipment, where applicable, and access codes necessary for using Your Moonable Account. You shall not disclose this information to any third party.
5.10. In the event of identification data loss, You shall immediately notify the Company, on the basis of which the Company will restrict or cancel electronic services on Your Moonable Account, and/or undertake other corresponding measures to keep it safe and secured.
5.11. We are obliged to report any reasonable suspicions about instructions received, transactions and activities to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the Law on the Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania) to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so.
6.1. A Transaction shall be considered to be authorised only after You have given consent to execute the Transaction in such form as may be specified in the instructions provided depending on the means used to give a Transaction request/order to the Company.
6.2. Unless the Company is prohibited by law from doing so, the Company reserves the right to execute Transaction requests given by You only when all the conditions set out in these Terms are fulfilled.
6.3. You have to be extra careful when providing the necessary information required when transferring the funds.
6.4. When You send or receive funds from/into Your Moonable Account to/from any parties, this will be displayed in Your Transaction history. You should regularly check the Transaction history and reconcile incoming/outbound Transactions with Your own records. You are aware of and hereby accept the existence of a Log recording the operations generated through the Services use and maintained by the Company. The Log will only be shared with the competent authorities upon written request thereof, where applicable.
6.5. The Company will execute transactions to provide money remittance from/to Your Moonable Account if there is sufficient balance available, including any applicable Fees, taking into account other requests/orders received by the Company, even if such requests/orders have not been yet executed.
6.6. If You have a negative balance in Your Moonable Account for any reason whatsoever (where applicable), You agree that the outstanding balance will be a debt owed by You to the Company.
6.7. We accept no responsibility in the event that you send money to the incorrect account.
6.8. We do not accept cash or cheques. We accept monies via a variety of methods of electronic funds transfer to our bank account, the details of which we shall provide to you upon request.
8.1. The Company may require You to undergo some procedures to ensure proper authorisation of a loading/reloading transaction. Your Moonable E-Wallet will not be loaded/reloaded until cleared funds are received by the Company and the necessary procedures and relevant checks have been carried out to the Company’s satisfaction.
8.2. To reload Your Account, You have to log in through the Company’s Website by using your Account details and follow the relevant instructions. Should the Company’s instructions or these Terms be violated or non-complied, the Company does not guarantee the use of the E-Wallet service and it is at the Company’s discretion to discontinue this service at any given time.
8.3. You are obliged to reload Your Moonable E-Wallet with no delay when it has a negative balance as a result of Chargeback fee or a Reversal of loading transaction or any other reason. Failure to do so is a breach of these Terms. The Company reserves the right to suspend Your Moonable E-Wallet in case of a delay to an immediate repayment of a negative balance in Your Account. The Company also reserves the right, at any time, to send You reminders or to take other debt collections measures. In the case that any extra charges have been incurred in connection with any debt collection or enforcement measures the Company reserves the right to charge You related extra fees.
8.4. You should be aware that loadings/reloadings may be subject to loading/reloading limits due to security and legal requirements. These limits depend on Your verification status and the loading/reloading method that You want to use.
8.5. You must not load/reload Your Moonable E-Wallet through a credit or debit card or other payment instrument or a payment account if You are not the named holder of that payment instrument or account. Any attempt to use a payment instrument or account of which You are not the named holder will be treated as a fraudulent act and violation of these Terms. Without prejudice to claiming further damages, if the Company is required to return funds loaded/reloaded from a payment instrument or account that is not in Your name, the Company may charge an additional fee.
8.6. You accept and agree that when You load/reload Your Moonable E-Wallet in any currency other than specifically applied currency (e.g., EUR), there may be a conversion into that specifically applied currency at the exchange rate applied by the Company (the Company’s service bank/financial institution, if applicable). You accept that such conversion shall be entirely at Your own cost and risk.
9. TRANSACTIONS CANCEL
9.1. You may cancel any Transaction.
9.2. If You desire to cancel any Transaction and Refund the Transaction amount, You must inform the Company thereon in writing by email or using its program interface on the Company’s transaction data recording system.
9.3. The notice should include information on the initial Transaction, as well as the Transaction identification code/number data.
9.4. The Company is entitled by informing You to unilaterally decline any suspicious or fraudulent Transaction and refund the Transaction amount. In such case, as and where required by law, the Company shall report a fraudulent Transaction to the competent authorities.
10.1. If You wish to request a refund or cancellation of payment (“Refund Request”) in relation to a certain Transaction, You shall promptly notify the Company about such Refund Request and also notify the Company as to whether You agree to process such Refund Request. If so, the Company will proceed accordingly.
10.2. For the Merchant:
If the Merchant receives a request from its customer for a “Refund Request” in relation to a certain Transaction, the Merchant shall promptly notify the Company about such Refund Request and also notify the Company as to whether the Merchant agrees to process such Refund Request or not.
If the Merchant fails to respond during the 3 business days or the Merchant’s customer provided a sufficient evidence of non provided services / product, the Company reserve the rights to refund the transaction and charge the additional costs from the Merchant (where applicable).
10.3. For the Merchant:
If the Merchant agrees to process the Refund Request, the Company shall continue in accordance with instructions on the Transaction (e.g., deduct the amount of refund or cancelled payment (“Refund Amount”) from the amount payable to the Merchant and transfer the Refund Amount to the Merchant’s customer in question).
10.4. If the Company receives a Refund Request, it will forward the same to the Merchant in order to find out whether the Merchant agrees to process the Refund Request or not, which should be notified by the Merchant promptly upon receipt of the request. In case the Merchant agrees to the refund, the provision of 10.2 will apply.
10.5. In the event that the Merchant does not agree to process the Refund Request, the Company reserves the right to either deduct the Refund Amount from the amount payable to the Merchant or claim a Refund from the Merchant.
10.6. If at any time the amount due to the Merchant under the Terms is not sufficient to adjust the Refund Amount, then the Company reserves the right to:
1) deduct the amount from the subsequent payment to the Merchant (or current Merchant balance);
2) claim from the Merchant the amount credited in the Merchant customer’s E-Wallet provided by the Company (where applicable).
10.7 The Merchant will make provisions at the earliest for the amount payable to the Company hereunder. If the Merchant fails to pay the amount within a fixed period from the payment due date, it may be liable to pay extra charges for the late payment.
10.8. The Merchant will not be entitled to make cash refunds or cancellations or to deal directly with its customer. If the Merchant makes or attempts to make a refund in connection with the Transaction, in any manner other than through the Company, it will constitute a breach of the Terms and in such an event the Company may have a right to terminate the Terms.
11.1. The Company issues e-money at the rate of 1:1, on the receipt of funds from You, without delay, pursuant to the applicable regulations governing the e-money industry. The conversion of different currencies occurs in the corresponding units of electronic money (Euro in electronic Euro, GBP in electronic GBP, US dollars in electronic US dollars, etc.).
11.2. When accepting this Terms, you understand that you can redeem the Electronic Money you hold with us and receive the corresponding funds into a bank account belonging to you, whereby We commit ourselves to execute one or more payments on your behalf, as requested by you.
11.3. Redemption of your Electronic Money as such will always be free of charge.
11.4. You thereby represent and confirm that You are clearly and duly noted of these conditions of redemption, including any fees relating hereto, before being bound by these Terms.
11.5. The Company reserves the right to carry out any necessary ML/TF, fraud and other illegal activity checks before authorising any redemption or transfer of funds to You, including returning any funds after the termination of the Terms or Your Account..
11.6. It is deemed that You are the named account holder of the account, by which You will instruct the Company to transfer the funds in the case of a redemption request by Your end. Any violation of this requirement shall be treated as a fraudulent act without prejudice to claiming further damages. If the Company is required to investigate a redemption for the transfer of funds to a payment account or instrument that is not under Your name, the Company reserves the right to charge You an extra fee.
11.7. The redemption will be in the initial currency (the requested currency may be agreed by the parties), and via a bank transfer to a designated account. In the instance where redemptions are made to an account which is in another currency than the initial or agreed one, You shall be liable for any currency exchange fees. In addition, in the instance where costs and fees have been incurred by any third party acting on Your behalf, the Company shall not be liable, for receiving funds into Your Bank Account (or e-wallet where applicable).
11.8. If after the E-Money redemption, Transactions are to be made or Fees incurred exceed Your available funds in Your used E-Wallet, the Company will notify You of such account discrepancies, and You undertake to pay the Company on demand for any outstanding amounts owed to the Company.
11.9. The E-Money placed into Your Account shall in no case gain and/or accrue any interest, and You shall not be awarded any benefits in respect of the duration of time that the e-money is held in Your Account.
12.1. Registration of an Account, verification, and other services, deemed at securing of the full-fledged use of the Company, depends on your profile, and in case of a business, the company location and business model
12.2. The Company shall prepare and issue pricing proposals for the services provided under these Terms after the approval of Your Moonable Account.
Additional fees may apply to your application if your case is complex.
Such fees shall not be higher than 5000 EUR.
Pricing indicated on the Website is for general information only and be changed depending on your location, business model and risk level.
12.3. Any payments pursuant to these Terms are indicated excluding VAT and any other applicable taxes. Any taxes applicable at law should be paid in addition to the Fees charged.
12.4. The Fees may be reviewed and changed from time to time, at the Company’s sole discretion.
We have the right to change the Fees for certain categories of business.
We have the right to change the Fees immediately if such a measure is required by our providers and/or other business parties or if there are any other urgent events (financial losses from the Services provision, accounts maintenance, etc.), usually 5 business days prior to that change in the ordinary course.
12.5. Contractual penalties under the Terms (if any) must be paid in addition to any sums provided for damages or fulfillment of obligations determined in the Terms. Payment of a contractual penalty does not release You from fulfillment of the Terms obligations.
12.6. Where any request, transaction, disputed transaction, arbitration or reversed transaction involves the third party costs, You remain liable for such costs (and they will be deducted from Your Account, or can be also otherwise charged to You).
13.1. Your Account will remain active, unless it has been closed by the Company for any reason or where You have given 30-days written notice to close Your Account. In such case all money, less any Fees and charges on Your Account, will be returned to Your Bank Account (or e-wallet where applicable) and/or according to Your respective instructions.
13.2. You can request at any time the amount of money back, if such is still on the Company Account, by sending a written request by email or registered mail, specifying all details of Your Bank Account in a bank, to which the money should be transferred (SEPA, BIC, SWIFT etc.), or e-wallet where applicable.
13.3. You may hold Electronic Money and we may hold funds corresponding to your Electronic Money indefinitely. However, if we hold Electronic Money for you for more than 12 (twelve) months, with no activity on the account during those 12 (twelve) months, we shall use reasonable endeavours to contact you to redeem the Electronic Money and return the corresponding funds to you. If we are unable to contact you, we may redeem the Electronic Money and send the corresponding funds, less any of our costs incurred, to the last known bank account we have on file for you.
13.4. We reserve the right to close Your Account and terminate the Terms as stipulated in the Term and Termination of the Terms Section, unilaterally and at our sole discretion.
13.5. We have the right to close the Moonable Account for certain categories of business.
13.6. We have the right to withhold the fee for Your Moonable Account closure initiated by us (refusal to cooperate) if in the process of cooperation there were violations, investigations, etc. in the amount of expenses for the used legal services, compliance check, etc. The minimum fee shall be EUR 500, the maximum fee shall be EUR 10 000.
13.7. We reserve the rights to hold your account balances to cover possible chargebacks, disputes, legal and other expenses before or after account closure up to 180 days after notice given by our compliance team.
13.8. We may suspend or terminate your access to the Services where we have reasonable grounds for concern relating to: (i) the security of your account(s), whether or not you have informed Us of a security breach; and/or (ii) the suspected unauthorised or fraudulent use of your account(s).
14.1. Moonable Services use shall only be undertaken in accordance with the conditions governing information, advertising and ethical behaviour as defined by the applicable legislation and regulations. You undertake to take every necessary measure to comply with all the provisions of such regulations, as well these Terms.
14.2. You shall inform the Company of any occurrence that is likely to have a significant impact on Your ability to use the Services properly and in compliance with current legislation and regulatory requirements, as well as the Terms.
14.3. The Company do not bear responsibility for any delays in payment if the delays are caused by Your submission of incorrect banking details or delay in the submission of relevant information if the bank details are changed, or if the delays happened at the fault of the international payment systems or those third parties, whose payment channels, including without limitation digital wallets, are used to carry out any Transaction.
14.4. Subject to all the AML / CTF procedures adopted by the Company in accordance with the applicable legislation and regulations, the Company will require from You the source, the purpose and the destination of the Transaction made through the Moonable Account/E-Wallet, with respect to any Transaction or business relationship.
14.5. The Company will carry out all necessary investigations to check the identity of its e-money holders named on the E-Wallet, payment services users, and the beneficial owner(s), where necessary and legally obliged.
14.6. You acknowledge that, in the absence of sufficient details about the purpose or nature of transactions and purchases, the Company may at any time cease or delay an access to its Services. You are aware that a payment Transaction carried out through the Company’s system may be subject to being communicated to the Lithuanian Financial Crime Investigation Service (FCIS), or the Estonian Financial Intelligence Unit. To the extent that the applicable legislation permits, no legal proceedings or civil liability action may be brought or professional sanction pronounced against the Company, its authorised representatives, managers or employees who have in good faith stated their suspicions to their national authority.
14.7. The Company shall do its utmost to handle Your requests and claims using the Website, with a view to resolving any conflicts and any dispute in connection with the Services, where arising. The Company undertakes to make available to You a multi-channel communication service to manage the relationship with its each Customer, including the Website or e-mail address.
14.8. The Company can in no circumstances be held liable for any indirect losses it may cause. Under the Terms, the Company’s financial liability towards You is limited to the cumulative amount of the annual charges received by the Company.
14.9. Each Party undertakes to take out and maintain in accordance with its legal and regulatory obligations the necessary insurance and/or safeguarding policies, where applicable, that are sufficient to cover the consequences of its civil and professional liabilities arising from its performance of the Terms.
14.10. You are aware that Your funds are received in a separated account from the Company in an authorised banking or financial credit institution and segregated from the Company’s own funds, in compliance with the requirements concerning safeguarding of funds in accordance with the applicable regulations governing the activities of electronic money institutions. The Company undertakes to inform You of such safeguarding.
The funds thus segregated:
– are not part of the Company’s own assets and, being solely for the benefit of its clients, are protected from the claims of the Company’s other creditors;
– are not included as part of the assets of the Company in its capacity as an e-money institution in the event of its liquidation, bankruptcy or any other circumstances affecting its creditors’ rights.
14.11. You shall be liable for all claims, expenses, fines and liability the Company incurs arising out of: Chargeback, a Refund, over-payment, payment error, negligence, misconduct, fraud, misuse of the Company payment services caused by Your fault or mistake. Where such behaviour takes place, the Company will deduct the amounts due to the Company from Your charges.
14.12. You must not disclose the functionality of the Company’s Website to any third parties that are not related to the present Terms provisions.
14.13. If accepting payments by cards, a Merchant shall observe general terms and conditions of the acquirer, Card Organisations, and the Company.
14.14. The Company shall provide the Services stated in the Terms to You in due quality and within the limits of its technical possibilities.
14.15. The Company may request and receive compensation for contractual penalties, sanctions, losses, claims or expenses incurred by the Company due to Your activities or omission of activities or in relation to them, including fines which are charged from the Company by acquirer(s), Card Organizations or other local or international organizations, merchants and natural persons (where applicable).
14.16. In case the Company finds that You use the Services for transactions that are in breach of the applicable local or international laws or regulations, violation of company rules, high fraud and change back ratio, claim ratio and/or low level of service the Company reserves the right to cancel its Services provision hereunder with immediate effect and without prior notice.
Conducting business transactions from an account that doesn’t provide for business activities is a violation of the law.
In case of termination or suspension the company holds the funds up to 180 (in some cases may be extended) and the withdrawal of funds may be initiated only to the account holder’s account in another regulated financial institution in EEA except Jurisdictions under Increased Monitoring with the FATF.
Possible fines and charges may apply according to these Terms.
14.17. You acknowledge that the Company, the EMI License Grantor, or any of their affiliates or partners, have no liability to you under this Agreement or any contract if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or our default of sub-contractors, provided that you are notified of such an event and its expected duration.
15.1. The Customer hereby warrants and represents that:
1) The Customer has the full power and authority to execute, deliver and perform the Terms. These Terms are binding and enforceable against the Customer and no provision requiring the Merchant’s performance is in conflict with its obligations under any agreement to which the Customer is a party.
2) For businesses, the Customer is duly organized, authorized and in good standing under the laws of the state, region or country of its organization and is duly authorized to do business in all other states, regions or countries in which the Customer’s business operates, conducting bona fide business and his conduct of business is in compliance with all applicable national, state, and local laws, rules, regulations, requirements, registrations, filings, certificates, licenses, approvals, permits and/or other standards established by any governmental authority having jurisdiction to control such activities.
3) All information and data the Customer provides to the Company is complete, true, and accurate in all aspects and the Customer has the right to communicate such information.
4) The Customer is not listed on OFAC database, UK Financial Sanctions (HMT), EU Financial Sanctions consolidated database, UN Security Council sanctions list, any financial and/or credit institution, and/or any other sanctions issuing authority.
15.2. Where you comprise two or more people, each person will be jointly and severally liable to us in respect of all obligations contained in this Agreement.
15.3. You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under this Agreement to another person if we agree to this in writing.
16. RESTRICTED ACTIVITIES, LIMITATIONS
16.1. In connection with the use of the Company’s e-money products and payment services, You must refrain from transactions in the restricted activities.
16.2. You further acknowledge and agree that the Company may, from time to time, at its own discretion, amend the Restricted Activities List indicated below.
16.3. The Company may, at its own discretion:
16.4. The Company applies the list of Prohibited/Restricted Activities, services and products according to which:
1) It is forbidden to send or receive payments as consideration for the sale or supply of: tobacco products, prescription drugs, drugs and drug paraphernalia, weapons (including without limitation, knives, guns, firearms or ammunition), satellite and cable TV descramblers, material which incites violence, hatred, racism or which is considered obscene, government IDs and licences replicas and any counterfeit products, unlicensed or illegal lotteries or gambling services (including without limitation the use of or participation in illegal gambling houses), unregistered charity services, items which encourage or facilitate illegal activities, prepaid debit cards or other stored value cards that are not associated with a particular customer and are not limited to purchases of particular products or services, pyramid selling or ponzi schemes, offshore banking, matrix programmes or other “get rich quick” schemes or high yield investment programmes, goods or services that infringe the intellectual property rights of a third party, un-coded/miscoded gaming, timeshares or property reservation payments.
2) It is forbidden to make payments to or receive payments from persons or entities offering illegal gambling services, including (but not limited to) illegal sports betting, casino games and poker games. (The Company may suspend or terminate Your Moonable Account at any time or refuse to execute or reverse a transaction if it believes that You directly or indirectly use or have used Your Account for or in connection with illegal gambling transactions).
3) You may not use our Services if You are residing in certain countries (e.g., updated from time to time by OFAC).
4) You are forbidden to use Your Account for any illegal purposes including fraud and money laundering. (We will report any suspicious activity to the competent authority. You are prohibited from using Your Account in an attempt to abuse, exploit or circumvent the usage restrictions imposed).
17. THE SOFTWARE LICENSE
17.1. The Company grants You a revocable, non-exclusive, non-transferable license to use the Company’s software applications in accordance with the documentation accompanying the software. This license grant includes all updates, upgrades, new versions and replacement software for Your use in connection with the Company’s e-money and payment services.
17.2. If You do not comply with the description and any other requirements provided by the Company, then You will be liable for all resulting damages suffered by You, the Company, the third parties.
17.3. Unless otherwise provided by applicable law, You consent not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software.
17.4. Upon expiration or termination of the Terms, You will immediately cease all use of any software.
18. TRADEMARK LICENSE
18.1. The Company hereby grants You a revocable, non-exclusive, non-transferable license to use the Company’s trademarks used to identify the Company’s e-money products and payment services solely in conjunction with the use of the Company’s e-money products and payment services.
18.2. You consent that You will not, at any time during these Terms validity or after expiration, claim any rights in or do anything that may adversely affect the validity of any trademark (registered or unregistered) or any other trademark, trade name or product designation belonging to or licensed to the Company, including, without limitation registering or attempting to register any trademark or any such other trademark, trade name or product designation.
18.3. Upon termination of the Terms, the Merchant will immediately cease all the display, advertising and use of all the Trademarks.
19. INTELLECTUAL PROPERTY
19.1. Other than the express licenses granted by the Terms, the Company does not grant any kind of right or license of the Company’s e-money products and payment services provision or any Intellectual Property (IP) rights of the Company.
19.2. Each party shall retain all ownership rights, title, and interest in and to its own products and services and all IP rights therein, subject only to the rights and licenses specifically granted herein.
19.3. You shall in no way represent, except as specifically permitted under these Terms, that You have any right, title or interest in or to the IP of the Company.
20. CONFIDENTIAL INFORMATION
20.1. The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other a certain confidential and proprietary information, including without limitation information concerning the Company’s e-money products and payment services provision and the knowhow, technology, techniques, or business or marketing plans related thereto all of which are confidential and proprietary to, and trade secrets of, the disclosing party.
20.2. For the purposes of the Terms, “Confidential Information” means information which belongs to the Company and which is secret, imparted in confidence or of a confidential nature or otherwise stated to be confidential including, but not limited to:
20.3. Confidential Information does not include information that:
(i) is public knowledge at the time of disclosure by the disclosing party;
(ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations;
(iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or
(iv) is independently developed by the receiving party.
20.4. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall:
(i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information;
(ii) not use the disclosing party’s Confidential Information in any case except to perform its duties hereunder or with the disclosing party’s express prior written consent;
(iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes (where applicable);
(iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in the Terms; and
(v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.
21. INDEMNIFICATION
21.1. You agree to indemnify, defend, and hold harmless the Company, its parent, affiliates, officers, directors, agents, employees and suppliers from and against any lawsuit, claim, liability, loss, penalty or other expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of:
– Your use of the Company’s e-money products and payment services provision;
– Your breach of the Terms or any other agreement You enter into with the Company or its suppliers in relation to Your use of the Company’s Services;
– Your violation of any applicable law, regulation, or Card Organization Rules and requirements, etc.
22. LIMITATION OF LIABILITY
22.1. The Company shall not be held liable to You or any third party for any consequential, indirect, incidental, reliance, or exemplary damages arising out of or relating to the Terms or the Company Services, whether foreseeable or unforeseeable, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action, including but not limited to, damages for loss of data, goodwill, profits, investments, use of money, or use of facilities; interruption in use or availability of data; stoppage of other work or or impairment of other assets; or labour claims.
22.2. The Company assumes no liability for Your failure to perform in accordance with the Terms or any results caused by Your acts, omissions or negligence, or a subcontractor or an agent of the Merchant or an employee of any of them, nor shall the Company have any liability for claims of the third parties, including but not limited to, claims of the third parties arising out of or as a result of, or in connection with, Your services, messages, programs, promotions, advertising, infringement or any claim for violation of copyright, trademark or other IP rights.
22.3. Where any loss, liability, cost or expense (a “Loss”) is suffered by you for which we would otherwise be jointly and severally or jointly liable with any third party or third parties, the extent to which such Loss shall be recoverable by you from us (as opposed to any third parties) shall be limited so as to be in proportion to the aggregate of our contribution to the overall fault for such Loss, as agreed between all of the relevant parties or, in the absence of agreement, as determined by a court of competent jurisdiction. For the purposes of assessing the contribution to the Loss in question of any third party for the purposes of this clause, no account shall be taken of any limit imposed or agreed on the amount of liability of such third party by any agreement (including any settlement agreement) made before or after such Loss occurred or was otherwise incurred.
22.4. Where We and another person (such as a payment services provider) are liable to you in respect of the same matter or item, you agree that our liability to you will not be increased by any limitation of liability you have agreed with that other person or because of your inability to recover from that other person beyond what our liability would have been had no such limitation been agreed and/or if that other person had paid his or its share.
22.5. We shall not be liable for any bank charges that you may incur in sending funds to or receiving funds from us.
22.6. Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us or to the extent that the liability may not be excluded or limited by any applicable law.
23. DISCLAIMER OFWARRANTIES
23.1. The Company’s Services are provided “AS IS” without any warranty whatsoever. The Company disclaims all warranties whether express, implied, or statutory, to You regarding any matter whatsoever, including all implied warranties of merchantability fitness for a particular purpose and non-infringement of the third party rights. No oral or written information or advice given by the Company or its employees or representatives shall create a warranty or in any way increase the scope of the Company’s obligations.
23.2. You acknowledge that the Company Services are computer network based services, which may be subject to outages and delay occurrences. As such, the Company does not guarantee continuous or uninterrupted access to the Company’s Services.
23.3. You further acknowledge that access to the Company’s Website or its Services may be restricted for maintenance.
23.4. The Company will make reasonable efforts to ensure that Transactions are fulfilled in a timely manner. However, the Company will not be held liable for any interruption, outage, or failure to provide its e-money products and payment services.
24. TERM AND TERMINATION OF THE TERMS
24.1. These Terms shall be in effect from the Effective Date and until either party terminates them by a written notice by email or postal mail.
24.2. You may terminate these Terms and Moonable Account at any time upon at least 30-days written notice before termination. Moonable may terminate these Terms upon 30-days written notice or at any time in case of any grounded reasons (the Terms breach, or any violation as stipulated herein).
24.3. The Company may terminate the Terms or block and/or suspend its Services provision, and/or any payment transaction fulfilment if any of the following occurs:
24.4. After termination by either party as described above, You shall no longer have an access to, and shall cease all use of the Company’s Services.
24.5. Any termination of the Terms does not relieve You of any obligations to pay any fees, costs, penalties, Chargebacks or any other amounts owed by You to the Company as provided hereunder, whether accrued prior to or after termination.
24.6. Upon the Terms termination:
– Your any outstanding and unpaid fees and charges to Moonable shall become immediately due and payable;
– the Company shall effect repayment to You of all money still in its possession that is due to You as of that date, except (where applicable) the rolling reserve, which should be held up to 180 days after the last Chargeback or Transaction received, as a holdback to cover financial risks (if any) related to You that may still remain after termination (e.g., disputes, refunds, bankruptcy, third-party claims, fines, etc.); the balance of holdback amount will be released to You in full or less such expenditures, if any;
– e-wallets that are still active shall be kept open until their expiry or, in the absence of an expiry date, until the Company receives Your approval to close down Your Moonable E-Wallet together with instructions to transfer the funds;
– the parties shall cease to use the intellectual property elements of the other party hereto, where applicable.
– where applicable, You shall deactivate and/or remove the links, interfaces and any service systems provided to You by the Company.
25. GOVERNING LAW AND DISPUTES
25.1. This Agreement and any disputes or claims arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of the Republic of Lithuania. You irrevocably agree that the courts of the Republic of Lithuania have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
25.2. Any disputes, disagreements or claims arising from the Terms, relating thereto or violation thereof, termination or invalidity, will be previously solved by mutual negotiations in good faith.
25.3. We accept no responsibility or liability for the transactions relationships between Your Moonable Account or E-Wallet and other payment instruments of other persons.
25.4. The Company reserves the right not to refund You, if the Company strongly assumes that Your actions do not comply with the Terms. You may not receive a Refund until the Company’s investigation is complete.
25.5. You must bear all the consequences of any such dispute or any other action that has the effect of leaving an e-money sale unpaid, unless this outstanding debt is the Company’s fault. These unpaid e-money sales will be charged by the Company to You the month the dispute occurred.
25.6. If a Merchant has a dispute with its customer about any purchases made using the Company Services, then in the first instance the Merchant must attempt to resolve this directly with its customer.
If the mentioned dispute, disagreement or claim cannot be solved within 30 calendar days when such dispute is notified in writing to the respective Party, the dispute, disagreement or claim is solved in a court of in Estonia.
It is under the Company’s total and full discretion whether to assist a Merchant with any qualifying disputes in the case that the Merchant fails to resolve the dispute with its customer.
If a dispute arises between a Merchant and its customer, the Company shall not be responsible for any claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. The Company shall not and is not required to mediate or resolve disputes or disagreements between Merchants and their customers.
26. NOTICES AND COMMUNICATIONS
26.1. Notices to You. You agree that the Company may provide notices to You by posting them on the Company Website (including those sent to Your Moonable Account), emailing them to You, or sending them through postal mail. Notices sent by postal mail are considered received by You within 5 business days of the date the Company sends the notice. Notices posted on the Company Website (including those sent to Your Moonable Account) or emailed shall be considered to be received by You immediately and/or not later than within 1 business day of the time it is posted on the Company Website (including those sent to Your Moonable Account) or emailed.
26.2. Notices to the Company. Notices to the Company shall be sent by postal mail to the applicable address for notice as provided by the Company or by emailing as designated on the Company Website.
26.3. Third Parties. You may be contacted by third parties on behalf of the Company, pursuant due diligence, additional identity verifications, or other conditions under Lithuanian or Estonian regulations.
26.4. If you feel that we have not met your expectations in the delivery of our Services, please contact us by email as set forth in our website. If there are no responses on our side you are allowed to reach out at our EMI License Grantor via email to [email protected].
26.5. We will respond to your complaint in writing or using another Durable Medium within 15 (fifteen) Business Days after the receipt of complaint. In exceptional cases, due to reasons which are beyond our control, we may send you a preliminary response by indicating reasons for delay and the term by which you will receive our final response. In any case the term for provision of final response will not exceed 35 (thirty-five) Business Days after the receipt of complaint. Handling of complaints is free of charge. .
26.6. Should you not be satisfied with our final response, or should we fail to respond to you within 15 Business Days from receiving the claim, you shall have a right to apply to the Bank of Lithuania in three different ways: (1) through the electronic dispute settlement facility E-Government Gateway, (2) by completing a consumer application form and sending it to the Supervision Service of the Bank of Lithuania at Žalgirio str. 90, LT-09303 Vilnius, email: [email protected], or (3) by filling out a free-form application and sending it to the Supervision Service of the Bank of Lithuania, Žalgirio str. 90, LT-09303 Vilnius, email: [email protected]. Whichever way you choose to submit the claim, it must be in the official language of the country, i.e. Lithuanian. You may only apply to the Bank of Lithuania within 1 year after you received from us a response that is not satisfactory, or after the 15 Business Days for responding has passed and we did not respond. Addressing us first, and ultimately to our EMI License Grantor, is a precondition for you applying to the Bank of Lithuania. The decision of the Bank of Lithuania is not mandatory for us or you, even after the dispute was solved by the Bank of Lithuania, shall have a right to apply to the court.
26.7. You may address the Bank of Lithuania with a request to protect your rights and legitimate interests which you consider having been violated., you may always approach the Bank of Lithuania by addressing a complaint to the Bank of Lithuania at Totorių str. 4, LT-01121 Vilnius, email: [email protected], or to the Supervision Service of the Bank of Lithuania, Žalgirio str. 90, LT-09303 Vilnius, email: [email protected].
27.OTHER GENERAL PROVISIONS
27.1. The Parties and their legal successors are bound by the Terms and any its updates or exhibits/supplements unless stated otherwise.
27.2. The Company distributes and redeems its e-money by itself and on its own, without any distributors or agents.
27.3. All correspondence and negotiations in relation to the Terms, which the Parties have carried out and organized previously, lose their force from the moment of the Terms accepting on the Company Website (or signing a paper form agreement of the Company, whichever applicable).
27.4. Headings in the Terms are used only for the Parties’ convenience, and they do not determine and affect meaning or explanation of any provision of the Terms.
27.5. Any provisions which by their nature should survive, will survive the termination of the Terms.
27.6. The Company may share Your contact data and other relevant details with the Company’s service providers who the Company has contracted with to assist the Company in pursuing its rights or performing its obligations under the Terms (such as e.g. the acquirer), its policies or any other agreement the Company may have with You. You consent these service providers may also contact You if so agreed by the Company and these service providers, only as authorized by the Company to carry out the purposes the Company has identified above, and not for their own purposes.
27.7. The Company may monitor or record telephone conversations (if any), that You or anyone’s acting on Your behalf have with the Company for quality control, training purposes, or for its own protection.
27.8. Each of the sub-clauses, clauses and paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sub-clauses, clauses and paragraphs will remain in full force and effect.
27.9. Where applicable, neither Party may assign the Terms without the prior written consent of the other Party.
27.10. Even if we delay in enforcing this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breach of this Agreement that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
27.11. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between You and Us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
27.12. We shall have the right to make such amendments to this Agreement, as are necessary to comply with any laws and regulations that are applicable to the performance of our obligations under this Agreement where such laws and regulations are implemented and/or amended after the date of this Agreement. Such amendments may be made at any time upon as much notice as possible to you and shall take effect following such notice, if any. If you object to the proposed amendments, you have the right to terminate this Agreement without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate this Agreement before the date proposed by us for the entry into force of the changes. If we receive no objection from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective.
27.13. We, the EMI License Grantor, or any of our affiliates may transfer our rights and obligations under this Agreement to another organisation without your consent. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement.
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