All the terms specified hereunder in the Agreement are used with the following meanings:
1. 1. General Part – The part of the Agreement establishing the general conditions of the Agreement, applicable to OPAY and all OPAY Clients.
1. 2. Payment Services – Intermediary services provided by OPAY to the Client, enabling Buyers to settle for Goods using the payment methods specified in the Special Part of the Agreement. Possible payment methods for Goods include:
1. 2. 1. Banklink – an automatically prepared payment instruction from the Buyer to transfer money for the Goods from the Buyer's account according to the bank details provided by OPAY.
1. 2 .2. Transfer – The Buyer’s payment order to transfer funds for Goods from the Buyer’s account based on the data provided by the Buyer to banks, or the Buyer deposits cash for Goods at bank branches, and the bank performs the fund transfer based on the data provided by the Buyer to banks.
1. 2. 3. Installment Purchase – The Buyer borrows funds from a third party specified by OPAY to pay for Goods according to the data provided by OPAY and the Buyer to the third party, and the third party performs the fund transfer to OPAY for Goods as instructed by the Buyer.
1. 2. 4. Cash – The Buyer deposits cash for Goods at the branches of a third party specified by OPAY, and the third party performs the fund transfer based on the data provided by the Buyer to it.
1. 2. 5. Mobile Wallet Payment – The Buyer’s payment order to transfer funds for Goods from the Buyer’s account based on the data provided by OPAY, executed in the MoQ payment system.
1. 2. 6. Card Payment – The Buyer’s payment order to transfer funds for Goods from the account based on the data provided by the Buyer to the institution issuing the Payment Card, and the Payment Card data.
1. 2. 7. Payment Initiation Service – At the Buyer’s request, a payment order initiated by OPAY or a third party of OPAY to transfer funds for Goods from the Buyer’s account based on the data provided by OPAY.
1. 3. Payment Card – An electronic payment instrument issued to the Buyer, bearing the VISA, MasterCard, or V PAY trademark.
1. 4. Link – Text/graphic image placed on the website by the Party and/or Partner, which directs the Buyer to the required website of another Party and/or Partner as instructed by the Buyer.
1. 5. Operation – It refers to a monetary operation and all related information when the Buyer settles for Goods using Payment Services.
1. 6. E-Shop – The Client’s websites where the Client sells Goods.
1. 7. Partner – A third party with whom OPAY collaborates to provide Payment Services.
1. 8. Signature Password – A combination of symbols allowing one Party to create a Digital Signature symmetrically, and the other Party to verify it, ensuring that the data protected by the Digital Signature have not been altered and were sent by the other Party.
1. 9. Buyer – A natural or legal person wishing to settle for Goods using Payment Services.
1. 10. Goods – Items and/or services sold in the E-shop.
1. 11. Private Key – A unique combination of numbers used by the respective Party to create a Digital Signature asymmetrically.
1. 12. Account – The bank account specified by the Client in the Special Part, to which OPAY performs various transfers according to the Agreement.
1. 13. Digital Signature – A set of data used for identifying the Client or OPAY, formed from the data transmitted by the Party and the Party’s Private Key, corresponding to the Public Key specified in the certificate provided in Annex No. 1 of the Agreement, or formed from the data transmitted by the Party and the Signature Password specified in Annex No. 1 of the Agreement.
1. 14. Special Part – The part of the Agreement specifying the special conditions of the Agreement, applicable to OPAY and the Client.
1. 15. Agreement – This Payment Services Agreement consisting of the General Part, Special Part, Technical Specification, and all their valid annexes, supplements, and additional agreements along with all amendments, supplements, and annexes.
1. 16. Parties – OPAY and the Client, each of whom may be referred to as a Party separately.
1. 17. International Card Organizations – Visa Europe Limited and MasterCard Worldwide.
1. 18. Technical Specification – The part of the Agreement specifying the technical requirements and/or conditions applicable to OPAY and all OPAY clients.
1. 19. Deposit – The amount paid by the Client to OPAY under the conditions specified in the Special Part of the Agreement to ensure the proper fulfillment and adherence to the obligations undertaken by the Agreement.
1. 20. Public Key – A combination of numbers allowing a Party to verify another Party’s Digital Signature asymmetrically, ensuring that the data protected by the Digital Signature have not been altered and were sent by the other Party.
2. 1. The Agreement governs the relations between OPAY and the Client arising from OPAY providing, and the Client using, Payment Services, the Parties exchanging data related to Operations, and other related relations.
3. 1. The Parties agree to:
3. 1. 1. Inform each other by email about known scheduled works, performed by them or engaged third parties or Partners in their information systems from 8 to 23 hours, which may affect the acceptance/transmission of Operations, no later than 1 working day before their commencement, and about known unscheduled maintenance works or malfunctions – immediately.
3. 1. 2. Inform the other Party in writing about all changes to the Partner's website / special OPAY website / E-shop's internet address no later than 10 days in advance. The other Party, upon receiving such information, is obliged to ensure that all necessary changes are timely made in its information systems.
3. 1. 3. Send/receive information about Operations and their execution status, complying with the conditions of the Agreement.
3. 1. 4. Properly store and process personal data/Operation data in their information systems and accurately and properly transfer them to the other Party.
3. 2. OPAY agrees to:
3. 2. 1. Consult the Client on the use of Payment Services during working hours.
3. 2. 2. Accept Operation data and/or transfer them to the Partner and/or initiate a payment order at the Buyer's request to transfer funds if the Client complies with the conditions stipulated in the Agreement and meets the requirements specified in the Agreement.
3. 2. 3. Make efforts to ensure the acceptance of Operation data from the Client in the OPAY information system, their transfer to Partners, and the transfer of the execution status of Operations received from Partners to the Client 24/7.
3. 2. 4. Transfer the corresponding funds for Operations to the Account specified in the Special Part the next working day or upon the Client's separate request via the self-service website, once received from the Buyer or Partner.
3. 2. 5. Provide a report on Operations in the OPAY self-service website, equivalent to a VAT invoice. If the Client wishes to receive a written report signed and confirmed by OPAY, they must inform OPAY and pay the fee stipulated in the Agreement.
3. 2. 6. Accept Operation data and/or transfer them to the Partner only from the E-shops specified in the Agreement and only for providing the Payment Services stipulated in the Agreement.
3. 3. OPAY has the right to:
3. 3. 1. Place a Link on the websites owned by OPAY, allowing Buyers or other persons to access the E-shop and use the Client's, its trademark logo, name, while providing the services specified in the Agreement. The Client agrees and confirms that Partners have a similar right specified in this clause without separate consent from the Client.
3. 3. 2. Request additional information and/or documents in Lithuanian about Goods, Operations, the Client, or persons related to the Client from the Client at any time. All documents and information are prepared and provided at the Client's expense. If the Client does not provide additional information and/or documents within the term set by OPAY, OPAY has the right to suspend the execution of all or part of the obligations stipulated in the Agreement.
3. 3. 3. In case of a breach of the Agreement by the Client / receipt of information about potentially illegal Operations / based on the requirements of International Card Organizations or Partners / in case of a requirement from the Buyer's payment institution (only in cases of Mobile Wallet Payment and Card Payment) / in other cases provided by law, temporarily suspend the execution of its obligations unilaterally until all circumstances causing the violation and/or suspicion are clarified, proportionally to the possible violation. In this and other cases specified in the Agreement, the Client is not relieved from the proper fulfillment of the obligations undertaken by the Agreement for the specified period. If, after clarifying all the circumstances causing the suspicion, it turns out that the Operations are illegal / do not comply with the requirements of International Card Organizations / were performed in violation of the conditions of the Agreement by the Client, OPAY has the right not to transfer funds for these Operations to the Client, or if the funds have already been transferred, to deduct them before transferring the Operation funds to the Account.
3. 3. 4. Assign its obligations under the Agreement to third parties without the Client's consent.
3. 3. 5. Increase or decrease the fees specified in points 6.1-6.7 of the Special Part of the Agreement, considering the changed scope of the use of Payment Services, their nature: Operation amounts, number, average Operation amount, number of canceled Operations, and other circumstances. OPAY can make the aforementioned changes no more than once every 6 months, notifying the Client no later than 14 days before their effective date.
3. 3. 6. Provide all available information and/or documents about the Client (including, but not limited to, the Client's activities, data about Operations) to International Card Organizations and/or the relevant Partner.
3. 3. 7. Perform an inspection of the Client's activities in the place specified in the Agreement itself or using third parties.
3. 3. 8. Refuse to accept Operation data of the payment method specified in the Special Part and/or not transfer them to the Partner if the confirmation of the Partner is required before starting to provide the Payment Service to the Client. In this case, OPAY will inform the Client by email about the commencement or refusal to provide the respective Payment Service.
3. 3. 9. Unilaterally, notifying the Client 14 days in advance, provide the Payment Initiation Service instead of the Banklink Payment Service (i.e., if the Banklink Payment Service is stipulated in the Special Part, and the Payment Initiation Service is not stipulated), applying the fees stipulated in the Special Part for the Banklink payment method. The Client has the right to disagree with such a change, submitting written disagreement no later than the effective date of the change. If the Client does not submit disagreement regarding the change and continues to transfer Operation data to OPAY and/or allow Buyers to settle for Goods using Payment Services, it is considered that the Parties have agreed on the change, and the Client does not have the right to express their disagreement and claims to OPAY regarding such a change later.
3. 3. 10. In case of disruptions in the provision of the Payment Initiation Service, temporarily, until the malfunctions are eliminated, without informing the Client, not provide the Payment Initiation Service, and instead start providing the Client with the Banklink payment service.
3. 4. The Client undertakes to:
3. 4. 1. Not provide OPAY, Partners, and Buyers with false, misleading, or incorrect information and, when selling Goods, act honestly to align with the interests of OPAY, the Client, and the Buyers. Not to sell Goods that do not correspond to the value of the goods or services provided;
3. 4. 2. Enable Buyers to perform Operations in the E-shop and request from the Buyer only the information necessary for payment using Payment Services and for delivering Goods or providing services;
3. 4. 3. Sell Goods to Buyers under no less favorable conditions than to buyers or clients paying for Goods in a form other than Payment Services, except as provided by law. The Client, wishing to use the exceptions provided by law, must inform OPAY in writing at least 30 days in advance. If the law allows the Client to charge additional fees for payments with Payment Services, such additional fees must be included in the price of the Goods and cannot be charged separately;
3. 4. 4. Not undertake actions that would discriminate Payment Services in relation to other methods of payment for Goods. This clause does not limit the possibility to apply a discount for choosing a specific payment method according to the Payment Law;
3. 4. 5. Transmit Operation data to OPAY only for the Payment Services specified in the Special Part of the Agreement and allow Buyers to pay for Goods using Payment Services only in the E-shops specified in the Agreement. The Client undertakes not to allow third parties to sell Goods in the E-shop for which payment can be made with Payment Services or otherwise grant the right to such third parties to use Payment Services. In any case, the Client is responsible for these third parties and undertakes to compensate all losses incurred by OPAY and the Partner due to the actions of these third parties;
3. 4. 6. Ensure that only individuals with proper authorization from the Client can use the software and transmit Operation data to OPAY;
3. 4. 7. Immediately inform OPAY by phone and confirm by email if the Client suspects or knows that an attempt has been made to perform or has already performed illegal Operations;
3. 4. 8. Not divide the Operation into several parts, not pay out the funds received for Operations to the Client's clients, and not transfer Operation data if the corresponding order for Goods was not received or the payment was made in another form;
3. 4. 9. Immediately, upon the occurrence of a Operation, provide the Buyer with confirmation of the order and sale of Goods and execute Operations in the currency in which the price of Goods is indicated in the E-shop and which is agreed upon with OPAY;
3. 4. 10. Upon request from OPAY, ensure that the E-shop displays the OPAY and/or Partner logo and/or a Gif (graphic image on the website) that complies with common requirements, which should be as visible as possible and which simultaneously performs the functions of a Link and directs the Buyer to the internet page specified by OPAY and/or the Partner, where the Buyer can find information about Payment Services. OPAY and/or the Partner have the right to change the requirements set for the logo, Link, or Gif, informing the Client by email no later than 2 days before the changes take effect if the requirements for the Partner's Purchase on account logo, Link, or Gif are changed, and in other cases, no later than 15 days before the changes take effect. The Client undertakes to ensure that all necessary changes are made in time in the information systems used by the Client;
3. 4. 11. Inform Buyers about the possibility to pay for Goods with Payment Services, having previously agreed in writing with OPAY on the means and content of information;
3. 4. 12. Pre-agree in writing with OPAY on advertising means, content, and all other information where information about OPAY, Payment Services, Partners will be provided;
3. 4. 13. Not use the logos, names, trademarks of OPAY, Partners, Partner systems, or other payment systems without the written consent of OPAY, Partners, or system owners, except when OPAY, Partners, or system owners do not require such consent;
3. 4. 14. Not implement and not use any payment models for Goods that could violate the security of Partner information systems, the security of Buyer's funds, or pose a threat to the disclosure or discovery of Buyer's data and not require, accumulate, or create opportunities for the Buyer to disclose, and for the Client or third parties to know the identification data of Buyer's payment instruments (including but not limited to Payment Card data). In any case, the Client undertakes to compensate all losses incurred by OPAY and the Partner due to non-compliance with the obligations specified in this clause;
3. 4. 15. Check the accuracy and correctness of the information in the report provided on the OPAY self-service website and immediately inform OPAY if discrepancies, inaccuracies, or other errors are found. The report and the Operations indicated therein are considered confirmed by the Client if the Client does not submit comments to OPAY within 20 days from the day of performing the Operation in the E-shop;
3. 4. 16. Not perform the following activities:
3. 4. 16. 1. Distribute computer viruses and take other measures that could disrupt the operation of OPAY and/or Partner systems, damage or destroy information, and cause other damage to systems, equipment, or information;
3. 4. 16. 2. Undertake any other intentional actions that would disrupt the provision of Payment Services or disrupt the operation of OPAY, Partner systems;
3. 4. 16. 3. Organize illegal gambling, prostitution services, trade in tobacco products, alcohol, prescription drugs, narcotics, and related paraphernalia, steroids, weapons, pornography, unlicensed lottery, illegal software, other items, or products prohibited by law;
3. 4. 16. 4. Provide services prohibited by law.
3. 4. 17. In the E-shop, when the Buyer chooses a Product, present to the Buyer, next to the Purchase on account payment proposal (monthly installment amount or other taxes related to the contract between the Buyer and the Partner), the text provided by OPAY and/or the Partner, complying with the requirements for advertising in the LR Consumer Credit Law and other legal acts, the monthly installment amount, explanation of the calculation of the installment amount, the name of the Partner, the logo, and other information required by OPAY and/or the Partner;
3. 4. 18. Upon the occurrence of a Operation, not transfer Goods to the Buyer when a message has been received from OPAY and/or the Partner about an unauthorized/invalid Operation and, on the instruction of OPAY, return the corresponding amount to OPAY or the Buyer within 5 days;
3. 4. 19. Preserve all documents and data related to the Payment Card, including but not limited to Operation data, the name and address of the Buyer, the purchase date, the description of the purchased Goods, and their value. The data is stored for at least 24 months from the date of the corresponding Operation. Upon request from OPAY and/or the Partner, the Client undertakes to transfer the data and documents of the corresponding Operation to OPAY and/or the Partner within 5 days;
3. 4. 20. Comply with all additional rules and requirements related to payments with a Payment Card if the Client has been informed about such rules and requirements in writing or electronically;
3. 4. 21. Ensure that the E-shop provides and is easily accessible to the Buyer, current, detailed, accurate, and well-readable information about the Client, the offered Goods, the main preliminary trading conditions, including but not limited to this information:
3. 4. 21. 1. The name of the Client, the address of the residence, the registration number of the Client;
3. 4. 21. 2. Possible communication options (email and postal addresses, phone numbers, etc.);
3. 4 .21. 3. Detailed description of Goods, payment conditions for Goods (indicating Payment Services, types of Payment Cards), payment terms, and currency;
3. 4. 21. 4. Detailed delivery conditions, delivery terms, and fees for Goods;
3. 4. 21. 5. The final price of Goods, including delivery, packaging, and other expenses and taxes;
3. 4. 21. 6. Detailed conditions for canceling/annulling the order of Goods, returning Goods;
3. 4. 21. 7. The security protocol used for data transmission and the conditions for protecting clients' and Operation data.
3. 4. 22. In the case of a Payment Card:
3. 4. 22. 1. Immediately, upon receiving the Buyer's order and the occurrence of a Operation, create and display in the E-shop confirmation of the order and payment, accessible electronically to the Buyer, including the possibility to receive it by email and print it. The confirmation must contain this information: the date of the Operation, the description of Goods, the value and currency of the Operation, the OPAY Operation number, a message about the successful Operation, the essential conditions for delivering, returning Goods, the name and address of the Buyer, the name of the Client, and the internet address of the E-shop and a recommendation for the Buyer to save the confirmation. If the address of the E-shop indicated in the confirmation differs from the one provided when placing the order, the Client provides in the confirmation the internet address of the E-shop where the order was placed;
3. 4. 22. 2. Ensure that the term for fulfilling the Operation between the Client and the Buyer does not exceed 10 days from the day of receiving the order. The Client has the right to set a longer, but not more than 30 days, fulfillment term only by notifying the Buyer in advance;
3. 4. 22. 3. Not advertise or promote their or third parties' pornographic material in the E-shop, including placing banners of such nature in the E-shop. Violation of the prohibition set in this clause of the Agreement is considered a gross violation of the Agreement.
3. 5. The Client has the right to:
3. 5. 1. Enable payment for goods of a new activity (including, but not limited to, the desire to trade in the E-shop with goods or services other than those provided in the Agreement) or in a new E-shop only after making the corresponding amendment to the Agreement with the Parties;
3. 5. 2. Assign the obligations undertaken under the Agreement to third parties only with the prior written consent of OPAY.
3. 6. The Client confirms that:
3. 6. 1. Before signing the Agreement, they have thoroughly reviewed the Agreement and, in case of any ambiguities and/or questions, have consulted OPAY, and OPAY has responded to all their inquiries, and all the terms of the Agreement are clear and acceptable to the Client;
3. 6. 2. The data specified in the documents provided by OPAY, in correspondence, are accurate, without omissions, and reflect the true situation;
3. 6. 3. Will take all necessary actions to minimize any potential dishonest activities in the E-shop and prevent the possibility of legalizing proceeds from criminal activities through payments to the Client. The Client is responsible for the actions of their employees in conducting trade in the E-shop and in implementing the provisions of the Agreement.
4. 1. OPAY provides the Client's representative(s) with the Client representative identification number and password specified in the Special Part of the Agreement, which, when provided, will allow OPAY to identify the Client's representative on the self-service website.
4. 2. OPAY undertakes to consider messages sent via the self-service website about the Client's Operations, concluded contracts, and other services, as signed, confirmed, and submitted by the Client to OPAY, if the correct Client representative identification number and password were provided at the beginning of the communication session.
4. 3. The Client agrees to consider themselves properly identified and to recognize and consider as signed and confirmed the messages, instructions, and documents sent by OPAY via the self-service website if the correct Client representative identification number and password were provided at the beginning of the communication session.
4. 4. The Client representative identification number and password are confidential information; therefore, the Client (including their representatives) undertakes to protect the identification number and password from being known to third parties and to immediately inform OPAY if it is known or suspected that third parties have learned the identification number and/or password.
4. 5. The Client must immediately inform OPAY in writing about any changes in their representatives or their data.
5. 1. All data sent by the Parties to each other in executing the Agreement must comply with the conditions specified in the Technical Specification and the Agreement. The sent data must be confirmed by the sending Party's Digital Signature.
5. 2. The receiving Party verifies the authenticity of the other Party's Digital Signature by:
5. 2. 1. The Public Key specified in Annex No. 1 of the Agreement if the Digital Signature is formed from the data transmitted by the Party and the Party's Private Key;
5. 2. 2. The Signing Password specified in Annex No. 1 of the Agreement if the Digital Signature is formed from the data transmitted by the Party and the Signing Password.
5. 3. Each Party undertakes to ensure that their Private Keys, Signing Passwords do not become known to third parties. If there is a threat that a Party's Private Key, Signing Password could have been known or has become known to third parties, the Party undertakes to immediately inform the other Party by email and to stop sending data until an appropriate agreement between the Parties is reached. The Party that violates the obligations set out in this clause is liable for all consequences arising therefrom.
5. 4. Each Party must ensure the security of their information system channel between the Parties around the clock. Each Party must ensure that their information system operates in such a way that it does not harm the other Party's information system and/or does not cause any other damage to the other Party.
5. 5. Each Party must immediately inform the other Party about all circumstances that have damaged or may damage the Party's information systems and/or the execution of the Agreement, and also provide any other information necessary for the proper execution of the Agreement, except when such information cannot be provided according to legal acts.
6. 1. The Client undertakes to pay all taxes provided in the Agreement on time and properly.
6. 2. The Parties explicitly agree that all taxes provided in the Agreement and other funds due to OPAY under the Agreement will be deducted by OPAY before transferring the Operation funds to the Account from the transferred amount, i.e., reducing the amount of funds transferred to the Client for Operations.
6. 3. The Parties explicitly agree that the taxes provided in Sections 6.1-6.7 of the Special Part of the Agreement can only be changed by the written agreement of the Parties, except for the exception provided in clause 3.3.5, and OPAY can unilaterally change other taxes in the manner prescribed in clause 14.3 of the General Part.
6. 4. In the event that there are not enough Client Operation funds to deduct the taxes provided in the Agreement or other funds due to OPAY under the Agreement, OPAY prepares and sends an invoice to the Client at the address specified in the Agreement, which the Client undertakes to pay within 5 days from the date of receipt.
7. 1. The type of Deposit is stipulated in the Special Part of the Agreement, possible types of Deposit are:
7. 1. 1. Variable Amount – a monetary amount calculated from each Operation amount, under the conditions stipulated in the Special Part of the Agreement. The Parties explicitly agree that OPAY deducts this Deposit before transferring the Operation funds to the Account from the transferred amount, i.e., reducing the amount of funds transferred to the Client for Operations.
7. 1. 2. Fixed Amount – a monetary amount stipulated in the Special Part of the Agreement. The Client must pay this amount within 5 days and maintain it throughout the validity of the Agreement and for the number of days stipulated in the Special Part of the Agreement after its expiration. If OPAY uses the Deposit for the purposes stipulated in clause 7.3.2, or the Deposit amount is changed based on clause 7.3.3, the Client must immediately, but no later than 5 days from the notification by OPAY, pay the deficient Deposit amount.
7. 2. Upon the expiration of the Agreement, the Deposit is returned to the Client within a reasonable term after the number of days stipulated in the Special Part of the Agreement.
7. 3. The Parties explicitly agree that:
7. 3. 1. from the moment of the Deposit payment, it is considered pledged to the benefit of OPAY to ensure the proper fulfillment of the Client’s obligations to OPAY under this Agreement;
7. 3. 2. OPAY has the right to use the Deposit amount at its discretion to cover any overdue payments or to compensate for losses incurred by OPAY under this Agreement;
7. 3. 3. OPAY has the right to increase or decrease the Deposit amount, change other Deposit conditions stipulated in the Special Part of the Agreement, considering the changes in the volume and nature of the use of Payment Services: Operation amounts, number, average Operation amount, the number of canceled Operations, and other circumstances. OPAY can make the aforementioned changes no more than once every 3 months, notifying the Client at least 5 days before their effective date
7. 4. OPAY does not pay the Client any interest, compensation, or other payments for the Deposit.
8. 1. If the Client notices that funds not belonging to them were accounted for in the OPAY information system or transferred to their Account by OPAY, they must immediately notify OPAY by email.
8. 2. The Client has no right to dispose of the erroneously accounted or transferred funds not belonging to them and must return the corresponding amount of funds to the account specified by OPAY no later than the next working day after the demand if the Client's Operation funds are insufficient to deduct the erroneously transferred amounts.
9. 1. In the case of purchase on credit, OPAY does not mediate for the Client wishing to cancel the Operation and refund the Buyer his paid monetary funds.
9. 2. In other Payment Service cases, OPAY commits to mediate for the Client wishing to cancel the Operation and refund the Buyer his paid monetary funds only if there are sufficient Client Operation funds to deduct the amount being refunded to the Buyer, i.e., OPAY deducts the amount being refunded to the Buyer before transferring the Operation funds to the Account from the transferred amount. In this case, the Client must cancel the Operation using the self-service website or submit a written request to OPAY, specifying the Operation details, the reason for cancellation, and the Buyer's account number to which the funds are refunded (the Buyer's account number does not need to be provided if the funds are refunded to the same account from which they were received). OPAY does not refund funds to the Buyer in cash.
9. 3. The Client undertakes to pay OPAY the fees stipulated in the Agreement for each canceled Operation. OPAY is not responsible for any taxes applied to the Buyer by third parties when refunding him the funds. When canceling a Operation, the fees paid/payable to OPAY by the Client for each Operation are not refundable.
9. 4. In the case of payment by card, the Client undertakes to pay OPAY the amount of the canceled Operation and the refund fee stipulated in the Special Part of the Agreement, and to compensate direct OPAY losses related to the Operation cancellation, to the extent they are not covered by the refund fee stipulated in the Special Part of the Agreement, in accordance with the procedure established in Section 6 of the General Part, at the request of the Buyer's payment institution and/or Partner (including, but not limited to, the requirement to cancel the Operation due to the illegal execution of the Operation, undelivered or unprovided Goods to the Buyer, substandard Goods).
10. 1. OPAY is not responsible for the Goods (e.g., the quality, delivery of Goods, etc.), the functioning of the E-shop, the content and information provided therein, and also does not examine or mediate in resolving mutual disputes between Clients and Buyers.
10. 2. OPAY examines the claim submitted by the Client and informs the Client about the decision taken within 30 days from the day of receiving the claim. If OPAY cannot provide a response to the claim within this term, it informs the Client about the reasons and indicates when the Client will be provided with a response.
10. 3. When submitting a claim, the Client must specify the circumstances and documents on which the claim is based. When submitting a claim regarding Operations, the documents justifying the Operations and/or other documents requested by OPAY and/or the Partner must be provided.
10. 4. If the Client seeks to dispute the actions/inaction or other Payment Service conditions dependent on the Partner and OPAY agrees to mediate, the Client undertakes to compensate all direct and indirect costs of OPAY associated with this process.
10. 5. Disputes between OPAY and the Client are resolved through negotiations. If the dispute cannot be resolved through negotiations, it is resolved in the courts of the Republic of Lithuania in Vilnius in accordance with the procedure established by law.
11. 1. Confidential information includes the Agreement and all correspondence related to its formation and execution, information about Operations, payments into the Account, security requirements, technical data, and any other non-public information, technological knowledge, and trade secrets related to the Parties' activities. However, any Party has the right to publicly disclose the fact of entering into the Agreement without disclosing its terms. The obligation of confidentiality is indefinite and remains in effect for 10 years after the Agreement has ended.
11. 2. Parties may disclose confidential information (including personal data) only with the prior separate written consent of the other Party, except in cases provided by law and the following:
11. 2. 1. To supervisory institutions, auditors, lawyers representing the Party;
11. 2. 2. To specific individuals involved in debt recovery or the creation, administration, or use of debtor databases, to administer and/or recover debts from the Client or OPAY;
11. 2. 3. To individuals directly related to the provision of Payment Services (e.g., Partners, International card organizations), companies processing Operation information; printing and/or postal service providers, if related to message printing and/or sending, with the aim of properly executing the Agreement and/or protecting and defending the violated rights and legitimate interests of OPAY and/or the Client.
11. 3. Parties may disclose confidential information in cases provided in the Agreement, ensuring that the third party will maintain the confidentiality and will not disclose the information to a third party without the Parties’ consent.
12. 1. Parties understand that in concluding and executing the Agreement, their personal data are processed. Parties process various personal data obtained in executing the Agreement in accordance with legal requirements and ensure the protection of received personal data with their funds and means. The Parties do not sign a separate agreement regarding personal data processing; this Agreement establishes mutual obligations, including the form and conditions of personal data transfer.
12 .2. In executing the Agreement and processing each other's personal data, Parties commit to:
12. 2. 1. Comply with the General Data Protection Regulation (EU) 2016/679 (hereinafter – Regulation), the Law on Legal Protection of Personal Data, and other legal acts regulating personal data processing;
12. 2. 2. Cooperate and assist each other in fulfilling their obligations under data protection laws;
12. 2. 3. Ensure data subjects can exercise their rights under the Regulation, including responding to data subject requests, inquiries, or complaints;
12. 2. 4. Inform each other in writing about each personal data breach related to the transferred personal data, indicating the nature, scope, and measures taken or recommended to mitigate the negative effects of the breach.
12. 3. The Client commits to:
12. 3. 1. Properly inform all individuals (employees, representatives, management members, subcontractor employees, and other representatives) involved in executing the Agreement that their personal data may be transferred to OPAY and processed by OPAY for the purposes of executing the Agreement. These individuals must be informed before their involvement or before their data is transferred to OPAY. The Client commits to inform these individuals about OPAY, as a new data controller, and its data processing in accordance with Article 13 of the Regulation, providing information according to Section 12.3.1;
12. 3. 2. Upon OPAY’s request, provide proof of information provision to the data subject as specified in Section 12.3.1;
12. 3. 3. Not transfer to OPAY any personal data of individuals who were not informed about the processing of their personal data by OPAY;
12. 3. 4. Ensure that all individuals engaged by the Client comply with the prohibition specified in Section 12.3.3;
12. 3. 5. Properly respond to OPAY notifications about the correction, deletion, or restriction of processing of personal data of OPAY employees and other representatives transferred to the Client for the purposes of executing the Agreement. For this purpose, the Client commits to:
12. 3. 5. 1. Accept OPAY notifications and confirm their receipt to OPAY;
12. 3. 5. 2. Organize the execution of data corrections or other operations indicated in the notifications and inform OPAY about their execution;
12. 3. 5. 3. Inform OPAY about the need to clarify, correct, delete the personal data of its employees and other representatives, or restrict such data processing.
12. 3. 5. 4. The personal data received by OPAY are processed for the following purposes and legal bases:
12. 3. 5. 5. To conclude and execute the Agreement. Article 6(1)(b) of the Regulation.
12. 3. 5. 6. To fulfill, if applicable, the legal obligations foreseen by OPAY. Article 6(1)(c) of the Regulation.
12. 3. 6. If necessary, to implement OPAY’s legitimate interests to assert, defend, or execute legal requirements arising from the Agreement. Article 6(1)(f) of the Regulation.
12. 3. 7. The legality of the processing of the data of natural persons used by the Client is based on the legitimate interests of OPAY to ensure the proper performance of the Agreement. Article 6(1)(f) of the Regulation.
12. 4. The following personal data of the Client’s managers, other employees, responsible persons, or representatives representing the Client, or other individuals engaged by the Client may be processed by OPAY: name, surname; contact details (phone number, email, workplace address); occupied positions; representation data (including representatives’ personal codes, addresses); correspondence conducted on behalf of the Parties or in their interests; and other data formed in the context of executing the Agreement.
12. 5. The personal data processed by OPAY may be received by:
12. 5. 1. OPAY employees responsible for executing the Agreement and maintaining relationships, as well as those performing document management, accounting, and information system maintenance functions;
12. 5. 2. Providers and supervisors of information systems used by OPAY;
12. 5. 3. The tax inspection and other entities when such data transfer is mandatory under legal requirements;
12. 5. 4. Data processors engaged by OPAY and other entities related to the execution of the Agreement;
12. 5. 5. Entities engaged in implementing rights arising from the Agreement provisions (debt recovery, legal service providers, consultants, courts, etc.).
12. 6. OPAY is the controller of the transferred personal data. Contact with OPAY’s data protection officer can be made via email at [email protected].
12. 7. OPAY processes personal data as long as it is necessary to fulfill the Parties’ obligations under the Agreement. After the Agreement ends, the data is processed and stored for the period specified by law or as long as necessary to achieve the specified purposes.
12. 8. Data subjects have the right to request OPAY to access, correct, delete, or restrict the processing of their personal data and, where applicable, to exercise the right to data portability and the right to object when data is processed based on a legitimate interest. For the implementation of these rights, data subjects can contact via email at [email protected].
12. 9. Data subjects also have the right, without prejudice to other administrative or judicial remedies, to lodge a complaint with the supervisory authority – the State Data Protection Inspectorate, if they believe that the processing of personal data related to them violates the Regulation.
13. 1. The Parties undertake to refrain from any actions that could harm the other Party to the Agreement. If one of the Parties fails or improperly fulfills the obligations set out in the Agreement, the offending Party must compensate the direct losses (except in cases provided for in the Agreement) to the other Party, arising due to non-performance or improper performance of the Agreement. The Parties agree that direct losses include, but are not limited to, penalties, interest on arrears, and other payments that a Party paid to Partners or International card organizations due to the other Party's fault.
13. 2. The Parties are not obliged to compensate for losses if they occurred due to disruptions in communication lines or power supply, maintenance work in the Party's information systems, about which the Party informed the other Party in the manner provided for in the Agreement.
13. 3. A Party compensates for losses upon the other Party's written, substantiated, and motivated request, which must be submitted within 30 days from the day the losses became apparent. Along with the claim for compensation for losses, the Parties must provide all documents substantiating their right to compensation for losses and their amount.
13. 4. If OPAY fails or improperly fulfills the obligations undertaken by this Agreement, it must compensate the Client for direct losses, only if they occurred due to OPAY's fault. OPAY's liability under the Agreement in all cases is not greater than the total amount of fees paid by the Client to OPAY under the Agreement in the last 12 months before the breach.
13. 5. OPAY, including but not limited to, does not compensate the Client for losses or their increase if:
13. 5. 1. The Client provided OPAY with false, incorrect, or inaccurate information, affecting the occurrence or increase of losses;
13. 5. 2. Losses occurred or increased due to the fault of the Client and his employees;
13. 5. 3. They occurred at a time when OPAY, in cases and in the manner provided for in the Agreement, had fully or partially suspended the fulfillment of its obligations to the Client;
13. 5. 4. The obligations undertaken by OPAY under the Agreement, the non-fulfillment of which is the reason for the occurrence of the Client's losses, were not fulfilled or were not properly fulfilled due to the actions or inaction of Partners or any third parties;
13. 5. 5. They occurred due to changes in the exchange rate.
13. 6. The Parties indefinitely protect each other from all third-party claims for infringement of their patents, copyrights, or other intellectual or industrial property rights related to the Agreement, if the claims or infringements arose due to the Party's actions or inaction.
13. 7. For important reasons, OPAY, aiming to avoid possible losses to itself and/or the Client, has the right to perform remedial work on the information system immediately at any time of the day. In this case, OPAY is not obliged to inform the Client in advance about the work being performed, and the remedial work on the information system should be completed in the shortest possible time. During the remediation of the information system, the fulfillment of all OPAY obligations, which are performed with the help of the information system, may be suspended. OPAY is not responsible for the Client's losses that occurred due to the suspension of OPAY's obligations or the remedial work on the information system.
13. 8. The Client compensates OPAY and/or the Partner for all expenses related to the inspection of individual Client Operations or E-shop activities if such inspections are carried out at the request of International card organizations.
14. 1. The Agreement comes into effect from the signing of the Agreement and is valid indefinitely.
14. 2. After the expiration of the Agreement, the provisions of the Agreement related to Mobile Money Payment and Payment Card Operations, including but not limited to the refund of funds transferred to the Client by OPAY and/or the Buyer, the payment of refund fees provided for in the Special part of the Agreement, are valid for 180 days from the date of termination of the Agreement.
14. 3. The Parties expressly agree that OPAY may unilaterally change the General part, Technical specification, Agreement annexes if it informed the Client about such a change no later than 60 days in advance by email. If within 30 days of receipt, the Client does not submit written disagreement regarding the amendment of the General part, Technical specification, Agreement annexes and continues to transmit Operation data to OPAY and/or provides the opportunity for Buyers to pay for Goods with Payment services, it is considered that the Parties have agreed on the amendment of the General part, Technical specification, Agreement annexes, and the Client subsequently has no right to express his disagreement and claims to OPAY regarding such changes.
14. 4. The provisions enshrined in point 5.1 of the Special part and the Client's details can be changed unilaterally by the Client's written notice to OPAY. In this case, the Agreement is considered amended from the day OPAY provided written consent to the data change.
14. 5. The Agreement can be amended, supplemented only by written agreement of the parties or in the ways specified in the Agreement.
14. 6. The Agreement can be terminated by mutual agreement of the Parties or on the initiative of one of the Parties by notifying the other Party in writing 30 days before the date of termination of the Agreement.
14. 7. OPAY has the right to unilaterally suspend the fulfillment of its obligations under the Agreement or terminate the Agreement without prior notice if (the cases listed below, including but not limited to, are considered a material breach of the Agreement):
14. 7. 1. The Client provided or provides OPAY and/or Partners with incorrect information or refuses to provide OPAY and/or Partners with the necessary information;
14. 7. 2. The Client improperly fulfills the obligations set out in the Agreement and/or participates in activities that, in the opinion of OPAY and/or Partners and/or International card organizations, can harm the reputation, image, or trademark of OPAY and/or Partners and/or International card organizations;
14. 7. 3. Due to the actions or inaction of the Client, there are violations or there is a reasonable suspicion that the legitimate interests of the Buyers will be violated;
14. 7. 4. The Client's activity, for which Payment services can be used, is prohibited by Partners, International card organizations;
14. 7. 5. A bankruptcy or restructuring case is initiated against the Client or the Client ceases retail trade activities;
14. 7. 6. A pre-trial investigation is initiated against the Client and/or the Client is convicted of a crime or misdemeanor by a final court decision;
14. 7. 7. It is required by the Partner and/or International card organization.
14. 8. OPAY has the right to unilaterally suspend the fulfillment of its obligations under the Agreement or terminate the Agreement, notifying the Client 1 day in advance if the Partner terminates or suspends cooperation with OPAY or refuses to provide services to the Client.
14. 9. Both Parties must settle with each other and fulfill all other obligations undertaken by the Agreement no later than the date of termination of the Agreement.
14. 10. Upon termination of the Agreement, the Client must immediately remove all information related to Payment services in the E-shop.
15. 1. All messages from the Parties must be in writing, sent by registered mail or scanned by email to the contacts specified in the Special part or in other ways specified in the Agreement. Documents sent by telecommunications or electronic communication means (fax, internet, etc.) are also considered written form documents. The Parties must immediately inform each other about any changes in their contact details.
15. 2. The message is considered received i) on the day of its receipt if the message is conveyed verbally (also by phone) or delivered directly, ii) the next working day after its sending day if the message is sent by email, with the help of OPAY self-service website or other telecommunications means, iii) 5 days (sending outside the Republic of Lithuania – 14 days) after its sending day by mail.
15. 3. The Client confirms that he is properly informed and assumes the possible risk of disclosure of confidential information to third parties, which may arise under the Agreement when sending messages or any other information by email.
16. 1. Considering the laws in force on the day of signing this Agreement, regulating the value-added tax (VAT), the services provided under this Agreement are not subject to VAT, but in the future, if the laws regulating VAT change and as a result, the services provided under this Agreement become subject to this tax, it is considered that the prices stated in the Agreement are indicated without VAT.
16. 2. If there are inconsistent or conflicting provisions in the Technical Specification and the General part / Special part, the provisions of the General part or Special part apply. If there are inconsistent or conflicting provisions in the General part and the Special part, the provisions of the Special part apply.
16. 3. All property, copyrights, trademarks, patents, and all other intellectual property rights related to Payment services belong to OPAY and/or Partners.
16. 4. The Parties must immediately provide each other with information about any circumstances that may be important in executing the Agreement. At OPAY's request, the Client must provide documents attesting to these circumstances, regardless of whether this information is submitted to public registers, as well as documents attesting: about the change of the Client's or the Client's representative's signature sample, the initiation and initiation of the Client's bankruptcy, restructuring case, the Client's liquidation, reorganization, restructuring, etc.
16. 5. The Agreement is made in Lithuanian in two copies, one for each Party. Both copies of the Agreement have equal legal force. The Agreement is governed by the law of the Republic of Lithuania.
16. 6. The Agreement / notifications / other documents, at the Client's request and with OPAY's consent, can be made in English or other languages. OPAY has the right to require the Client to compensate for the translation costs into a foreign language. If the text of the Agreement / notification / other document in Lithuanian and in a foreign language does not match, the Lithuanian text will be followed.