Terms & Conditions

GENERAL TERMS AND CONDITIONS
OF NAYAX EUROPE UAB
Effective as of 1 October 2020

I. PREAMBLE

1. These General Terms and Conditions (hereinafter referred to as the “General Terms & Conditions”) constitute the business conditions for activities of Nayax Europe UAB (hereinafter referred to as the “Nayax”) which is licensed under the laws of the Republic of Lithuania as a payment institution authorized to provide money remittance service.

2. These General Terms & Conditions set out the basic rights and obligations resulting from a contractual relationship established between Nayax and its Clients and are binding for all the parties involved in this relationship as from the date when the Client concludes the Client Agreement with Nayax.

3. These General Terms & Conditions form an inseparable part of each Client Agreement made between Nayax and the Client, unless otherwise is directly stipulated in the corresponding Client Agreement. These General Terms & Conditions and the corresponding Client Agreement shall be read and interpreted in concert following the relevant context in relation to each Client.

4. These General Terms & Conditions are published in the Website and are available for each potential Client.

II. INFORMATION ABOUT NAYAX

5. Nayax Europe UAB is a legal entity incorporated in the Republic of Lithuania under the legal entity’s code 304891914, having its registered office at Antakalnio str. 17, 10312 Vilnius, Republic of Lithuania.

6. Nayax holds a payment institution license No 39 issued by the Bank of Lithuania on 10 July 2018 which authorizes Nayax to engage in money remittance service. The payment institution license issued to Nayax is published in the official website of the Bank of Lithuania and may be found following the below links:

In English: https://www.lb.lt/en/frd/view_license?id=462
In Lithuanian: https://www.lb.lt/lt/frd-licencijos/view_license?id=462

7. Nayax is included in the public list “Payment institutions holding a payment institution license” managed by the Bank of Lithuania which is published in the Bank of Lithuania’s official website. The list may be found following the link: https://www.lb.lt/en/sfi-financialmarket-participants?market=1&subject=1&business_form=27

8. Nayax activities are supervised by the Bank of Lithuania which is located at Gedimino avenue 6, LT-01103, Vilnius, the Republic of Lithuania, telephone no. +370 800 50 500.
Further details of the Bank of Lithuania are available at its official website:
https://www.lb.lt/en/.

9. Nayax may be contacted via email: ilfinancesupport@nayax.com, info@nayax.com or support@nayax.com

III. ACCEPTANCE OF TERMS

10. These General Terms & Conditions set out the framework to provide money remittance services to Clients.

11. These General Terms & Conditions establish mutual rights, duties and responsibilities between the Client and Nayax in relation to concluded Client Agreement, including rights, duties and responsibilities with respect to termination, extent and modification of the Client Agreement.

12. In case the Client does not understand or does not wish to agree to particular clauses of these General Terms & Conditions and / or Client Agreement, the Client shall express its misunderstanding and / or disagreement via email indicated in Clause 9 of these General Terms & Conditions prior to concluding the Client Agreement. Conclusion of the Client Agreement serves as a proof that the Client confirms and undertakes with all clauses of the General Terms & Conditions and the Client Agreement.

13. The Parties agree that these General Terms & Conditions and the Client Agreement shall be concluded and communication between the Client and Nayax shall be performed in English, unless otherwise agreed under the Client Agreement.

IV. DEFINITIONS

14. For the purposes of these General Terms & Conditions and the Client Agreement, the following terms shall have the meanings given to them below:

Business Day – means a day when the commercial banks in Europe are open for business, excluding Saturday, Sunday and holidays when banks in Europe do not work.

Client – means a legal entity having contractual relationship with Nayax, the subject matter of which is provision of Payment Services.

Client Agreement – means an agreement concluded between Nayax and the Client on terms specific to a particular Client regarding provision of money remittance service by Nayax. These General Terms & Conditions form an integral part of the Client Agreement, unless the Client
Agreement stipulates otherwise. In case of inconsistencies between the General Terms & Conditions and the Client Agreement, clauses of the Client Agreement shall prevail over these General Terms & Conditions.

Confidential Information – means any information, facts and data that are used in the Client Agreement concluded between Nayax and the Client, as well as all other information, facts and data that were received by Nayax about the Client (and vice versa) during the course of business relationship between Nayax and the Client under the signed Client Agreement which has a certain value and capacity to cause benefit or harm to Nayax and / or the Client, or information that is classified by its provider as confidential or its confidential nature results from its essence or circumstances of which of the other Party is aware including but not limited to information on payment transactions, on commercial terms offered to the Client and any other information relating to the activities of any of the Parties.

Consent – means the consent of the Client to initiate and / or execute the Payment Order or provide any other Payment Service.

Consumer – means a natural person using the Device for payment for goods / services sold at the machine operated by the Client.

Device – a device provided to the Client by a Group Member of Nayax which enables Consumer to purchase and pay for the goods / services sold at the machine operated by the Client. Such funds later are accumulated with Nayax and following Payment Order transferred to the Client.

Electronic Means of Communication (hereinafter referred to “EMC”) – mean any electronic means of communication enabling communication between the Client and Nayax in electronic form, included but not limited to regular emails (including the one specified under Clause 9 under these General Terms & Conditions) and communication within the Site.

Fees – means all fees, including service fees, and cost of Nayax hardware units, payable by the Client to Nayax or to Group Members of Nayax.

Group Members of Nayax – means companies belonging to the group which is comprised of the parent company Nayax Ltd and its subsidiaries, including Nayax and Local Partners of Nayax.

IBAN (International Bank Account Number) – means an international bank account number which is attached to all accounts in the EU countries enabling clear identification of the payee and automated payment processing. IBAN allows identifying an account held by the Client with his
payment service provider, where Client funds shall be remitted.

Local Partners of Nayax – means distributors of Devices with which the Client has entered into an agreement for the provision of Devices and related services.

Parties – means Nayax and the Client who concluded the Client Agreement.

Payment Order – means an unconditional and unequivocal instruction given by the Client to Nayax for the performance of the Payment Transfer of Client’s funds kept in the Segregated Account to the bank account with particular IBAN/account number and sort code indicated by the
Client under the Client Agreement. The Parties agree that for the performance of the Client  Agreement, parameters with respect to the Payment Orders shall be pre-agreed under the Client Agreement, including the following: frequency or specific date of Payment Order execution, IBAN/ account number and sort code and other relevant details to execute the Payment Order.

Payment Service – means money remittance service which can be provided by Nayax under the issued payment institution license which also includes ancillary services that may be provided by Nayax such as currency exchange services, safe-guarding of Client’s funds.

Payment Service Provider (also “PSP”) – means legal entity authorized to provide payment services as defined under the Law on Payments of the Republic of Lithuania which transposes EU Directive 2015/2366 (PSD2).

Payment Transfer (or execution of money remittance service) – means a payment transaction executed by Nayax following the Payment Order received from the Client according to these General Terms & Conditions and the Client Agreement.

Persons Connected with the Client – means persons who have direct and/or indirect holdings (equities, shares, etc.) in the Client, or whose holdings are directly or indirectly held by the Client, or whose management body or its member the Client is.

Segregated Account – means a segregated bank account opened by Nayax with an EEA credit institution to hold Clients’ funds.

Site – means a secure environment provided to each Client which may be reached by the Client through the Website. Site means a page / window assigned to each Client separately, i.e. each Client shall have its own Site to which the Client may log in using logins and passwords created
to that particular Client. In the Site each Client can check data on transactions and other additional business information.

Sufficient Funds – mean a minimum amount of funds owned by the Client and kept in the Segregated Account, equaling to the amount of outstanding (unfulfilled) Payment Orders given by the Client, including all applicable fees.

Website – means the following website: https://www.nayax.com

V. CONCLUSION, MODIFICATION AND TERMINATION OF THE CLIENT AGREEMENT

a) Conclusion of the Client Agreement

15. The Client Agreement shall be concluded if the Client is willing to use Payment Services provided by Nayax.

16. The Client Agreement shall be deemed concluded when the Client and Nayax agree on the terms and conditions of the Client Agreement. It shall be deemed that the Client and Nayax agreed on the terms and conditions of the Client Agreement once all the following actions are performed:

16.1. Nayax via email provides the Client with the General Terms & Conditions, knowyour-customer documentation and a draft Client Agreement which is prepared for the signing and is tailored to particular Client;
16.2. the Client signs the Client Agreement and fills in know-your-customer documentation (in writing or with a digital signature);
16.3. the Client sends the signed Client Agreement, filled know-your-customer documentation and other documentation, as requested by Nayax, via email indicated in Clause 9.

17. Once Nayax receives the signed Client Agreement, filled know-your-customer documentation and other documentation, as requested by Nayax, it performs relevant Client’s on-boarding processes, including verification of know-your-customer documentation and risk assessment processes which are required inter alia under the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania, and enters into business relationships with the Client only if the results of such assessments show that the Client may be accepted by Nayax. For this purpose the Client may be requested to provide additional relevant information, data and / or documents. Client’s refusal to provide such (additional) information and / or provision of insufficient (additional) information shall be deemed to be a ground for Nayax to refuse to conclude the Client Agreement and is subject for disclosure to relevant authorities.

18. Nayax at its absolute discretion may refuse to enter into contractual relationship with an applicant without specifying any reason, excluding the cases when applicable legal acts establish otherwise.

b) Modification of Client Agreement and the General Terms & Conditions

19. Nayax shall have a right to amend the General Terms & Conditions and / or the Client Agreement unilaterally by giving the Client a written notice prior no less than 30 (thirty) calendar days. The written notice shall be submitted to the Client through the Site and/or via email indicated in the Client Agreement.

20. If the Client objects to the amendments proposed following procedure established under Clause 19 of these General Terms & Conditions, the Client shall have a right to terminate the Client Agreement (including these General Terms & Conditions), which shall not be subject to any fee applied by Nayax, by submitting Nayax with notification on termination of the Client Agreement (including these General Terms & Conditions). Such notification
shall be submitted by the Client to email ilfinancesupport@nayax.com indicated in Clause 9 of these General Terms & Conditions before the date when amendments proposed by Nayax shall come into effect.

21. The Client shall be deemed to have accepted the proposed amendments, unless the Client notifies Nayax and terminates the Client Agreement (including these General Terms & Conditions) as specified under Clause 20 of these General Terms & Conditions.

22. If the Client does not notify Nayax about termination of the Client Agreement (including these General Terms & Conditions) as specified under Clause 20 of these General Terms & Conditions, proposed amendments to the General Terms & Conditions and / or the Client Agreement shall come into effect from the date specified by Nayax in its notice referred to under Clause 19 of these General Terms & Conditions. Amendments that came into effect shall not have retrospective effect and shall not affect any rights and / or obligations that have arisen between the Client and Nayax before amendments came into effect.

c) Termination of a Contractual Relationship

23. Nayax shall have the right, in all instances, to discontinue the provision of Payment Services to a particular Client, where so required by legal acts.

24. Nayax shall have the right to terminate the Client Agreement (including these General Terms & Conditions) immediately, without any notification in advance, and unilaterally without applying to court where the following reasons exist:

24.1. the Client when performing the Client Agreement (including these General Terms & Conditions) and/or using the Payment Services provides to Nayax with incorrect and/or incomplete information or does not provide, avoids or refuses providing any required information to Nayax;
24.2. the Client unplugged of all its Devices;
24.3. the Client fails to notify Nayax about changes in the information mentioned in the Client Agreement and/or contained in other documents submitted to Nayax;
24.4. the Client fails to notify Nayax of the circumstances which have or are likely to have a negative impact on the proper fulfillment of the Client’s obligations to Nayax;
24.5. Nayax has valid information that the Client is unreliable; or
24.6. the Client and/or Persons Connected with the Client:

24.6.1. fail, avoid or refuse to provide data and/or documents necessary for the identification of a Client, his representative or beneficiary, and/or of the management (shareholding) structure of a Client, or conceal the beneficiary’s personal identity or make use of legal persons who actually do not carry out any activities;
24.6.2. there are justified evidence which allow assuming that the Client and/or Persons Connected with the Client are related with money laundering and/or terrorist financing;
24.6.3. specify incorrect and/or insufficient information in the documents submitted to Nayax, conceal the documents and/or information, submit documents the veracity or authenticity of which is doubtful, or the submitted documents and/or information are not in conformity with requirements established by legal acts and/or Nayax;
24.6.4. have defaulted on their obligations assumed under agreements concluded with Nayax or any of Group Members of Nayax;
24.6.5. by their unlawful acts have inflicted losses on Nayax or have caused a real threat of such losses or damaged the reputation of Nayax;
24.6.6. in the opinion of Nayax, a Client engaged in the field of activity with a high level of risk of money laundering and terrorist financing;
24.6.7. were prosecuted or convicted for offences or misdemeanors;
24.6.8. according to the information available to Nayax, are related or were related in the past with criminal organizations;
24.6.9. according to the information available to the Nayax, are related or were related in the past with activities prohibited by international or national legal acts (e.g., trafficking in people, trafficking in human organs, exploitation of children, smuggling, illicit trade in weapons, ammunition or explosives, illegal trade in narcotic or psychotropic substances, prostitution, management of brothels, etc.);
24.6.10. according to the information available to Nayax, engage in activities without holding the required licenses or other authorisations issued by competent public authorities (e.g., organisation of games of chance, provision of payment services, trade in precious stones and/or precious metals, etc., without holding the required licenses (authorisations);
24.6.11. are included in the list of persons who are suspected of local or international terrorism and/or terrorist financing;
24.6.12. are persons who are subject to sanctions for any reasons or have their registered office and/or the main business territory in such a country;
24.6.13. are persons who have their registered office addresses in a target territory within the meaning of the Law of the Republic of Lithuania on Corporate Income Tax
24.6.14. there are other facts not mentioned above that may also be considered by Nayax as important, if they allow assuming that the continuation of contractual relationship with the Client would infringe the legitimate interests of Nayax, its Client or the public.

25. Nayax shall immediately notify the Client via email indicated in the Client Agreement about the termination of the Client Agreement (including these General Terms & Conditions) under clause 24.

26. Nayax may also terminate the Client Agreement (including these General Terms & Conditions) without specifying any reasons and unilaterally without applying to court by notifying the Client about the termination via email indicated in the Client Agreement no later than 30 (thirty) calendar days in advance of its termination, excluding the cases when laws of the Republic of Lithuania establish otherwise.

27. The Client shall have the right to terminate the Client Agreement (including these General Terms & Conditions) unilaterally, without applying to court, by notifying Nayax of the termination no later than 30 (thirty) calendar days in advance of its termination to email indicated in Clause 9 of these General Terms & Conditions.

28. A contractual relationship between Nayax and the Client may also be terminated in the following ways:

28.1. by mutual agreement between the Parties;
28.2. upon expiration of the period for which the Client Agreement was concluded, if the Client Agreement was concluded for a definite period;
28.3. if Nayax or the Client is dissolved without a legal successor;
28.4. upon withdrawal of payment institution license issued to Nayax.
28.5. upon compliance with anti-money laundering/counter terrorist financing requirements, competent authorities instructions or other legally justified reasons.
29. Upon termination of the contractual relationship, Parties are bound to settle any debts and transfer any amounts due before such termination becomes effective.
30. The termination of the Client Agreement, including General Terms & Conditions, by any means by the Client, shall not affect any agreement nor any rights or obligations that have already arisen at the date of the termination.

VI. CHANGES IN INFORMATION PROVIDED

31. The Client shall be obliged to notify Nayax without delay of any change of information that was provided by the Client with respect to conclusion and / or execution of the Client Agreement, including but not limited to its name, registered office address, e-mail address, telephone number, , change of ultimate beneficial owners / general manager or representative.

32. The Client shall be obliged to notify without delay of any event that would incapacitate, limit or otherwise hinder performance of its duties under these General Terms & Conditions and / or the Client Agreement, such as initiation of change of ownership, bankruptcy, restructuring, foreclosure, liquidation, or criminal proceedings, etc.

33. Nayax shall not be liable for any damage incurred by the Client as a result of a failure to report in time changes as specified under Clauses 31 and 32 of these General Terms & Conditions.

VII. IDENTITY ESTABLISHMENT

34. To comply with the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania and other related laws, it may be necessary for Nayax to obtain from the Client and retain documents, information and data confirming identity of the Client, its management and shareholders structure, etc. Nayax shall also have a right to invoke a third party support to fulfil duties related with the prevention of money laundering and terrorist financing.

35. Nayax shall perform Client identification and risk assessment process prior to concluding the Client Agreement as described under Clause 17 of these General Terms & Conditions and internal procedures of Nayax.

36. For the purpose of identification and risk assessment, the Client must submit to Nayax the required information and documents. Nayax shall have the right to take other legitimate measures for the purpose of identification and risk assessment of the Client and/or representative thereof. Failure to submit required information and documents to Nayax or provision of incorrect or incomplete information and documents may lead to refusal to enter
into contractual relationships or termination of the Client Agreement (including these General Terms & Conditions).

37. Parties express their mutual understanding that Nayax has a general duty to report any suspicious activity identified during the business relationship with the Client to relevant authorities as well as other reporting duties deriving from the laws related to prevention of money laundering and terrorist financing. Nayax shall not be liable for execution of such duties with respect to the Client.

VIII. PAYMENT SERVICES PROVIDED

38. Nayax provides money remittance services to its Clients. The money remittance services are provided in the following context i.e. Consumer uses Device and pays for the goods / services sold by the Client. Consequently funds paid by the Consumer are transferred to and accumulated in the Segregated Account opened by Nayax. According to the Payment Order issued by the Client under the Client Agreement, Nayax remits Client’s funds net of any Fees from the Segregated Account to the Client’s IBAN/account number at the pre-agreed time, amount and currency, as indicated in the Client Agreement.

IX. PAYMENT ORDERS

a) General Provisions

39. Nayax executes Payment Orders in non-cash form exclusively.

40. Nayax shall be responsible for debiting of funds from the Segregated Account by issuing respective payment orders to its PSP as per parameters of the Payment Order, issued by the Client to Nayax under the Client Agreement.

41. Payment Order shall be executed following parameters (IBAN number/sort code/account number, transfer execution date, currency, etc.) established under the Client Agreement. Parameters of Payment Order may only be changed by the Client by sending a written request (in case of change of IBAN number/sort code/account number, a written request has to be attached with the bank confirmation that the particular bank account belongs to the Client) to email indicated in Clause 9 at least 30 (thirty) calendar days in advance. The Client shall have no right to issue separate one-off Payment Order – all Payment Orders are of recurrent payment type.

42. Nayax undertakes to execute Payment Orders with due professional care in compliance with the applicable legal requirements and international standards relating to the performance of non-cash payment transactions through payment systems and in accordance with these General Terms & Conditions and the Client Agreement.

43. Nayax shall process Payment Orders as per parameters established under the Client Agreement (or as amended by the Client) without undue delay, providing existence of Sufficient Funds, from which the payment is to be debited. In case of no Sufficient Funds (which is possible, for instance, due to delay from the Consumer’s or Nayax’s PSP side), Nayax shall have a right not to execute the Payment Order or to postpone execution for the reasonable time.

44. Parties agree that Nayax, prior to executing the Payment Order, may debit any Fees belonging to Nayax or Group Members of Nayax from the Client’s funds in the Segregated Account.

45. The Client while signing the Client Agreement with Nayax shall specify all the parameters necessary for a Payment Order (the IBAN/sort code/account number, the timing (frequency) of the Payment Transaction and any other data required to execute the Payment Order). Receipt of signed Client Agreement by Nayax will be deemed as “Consent” for the execution of a Payment Order as set out in Article 29(1) of the Law on Payments of the Republic of Lithuania.

46. The details of the Payment Order established under the Client Agreement may only be changed by the Client by sending a written request (in case of change of IBAN number/sort code/account number, a written request has to be attached with the bank confirmation that the particular bank account belongs to the Client) to email ilfinancesupport@nayax.com.
The receipt of a corresponding written request and, where applicable, the bank confirmation that the particular bank account belongs to the Client, through an email indicated in Clause by Nayax will be deemed as “Consent” for the execution of a Payment Order as set out in Article 29(1) of the Law on Payments of the Republic of Lithuania.

b) Cancellation of Payment Orders

47. The Client shall be entitled to cancel a Payment Order issued under the Client Agreement (or as amended). The cancelation shall be initiated and received by Nayax prior to the end of the Business Day preceding the specified day for the performance of the Payment Order. Such cancelation of the Payment Order shall be deemed to be withdrawal of the Consent for the Payment Order in accordance with the Law on Payments of the Republic of Lithuania. Nayax shall have a right to charge the Client a fee for any cancelation of a Payment Order in case of Nayax incurred any expenses due to such cancellation.

48. Nayax shall be entitled to reject the Payment Order and in such a case Nayax shall notify (unless it is technically impossible or unlawful) the Client in writing about the reasons for the refusal, the procedure for rectifying any errors that lead to the refusal. Such notification shall be given to the Client as soon as possible. Nayax may charge the Client a fee for such refused Payment Order where the refusal is reasonably justified.

c) Errors in Payment Orders

49. If the Payment Order contains information or instructions, based on which the Payment Transfer cannot be carried out or, for other reasons, the Payment Transfer cannot be processed, Nayax shall reject such Payment Order or contact the Client to issue new instructions or to clarify them.

50. If the Client has noticed of incorrect data in its Payment Order, the Client shall contact Nayax via email ilfinancesupport@nayax.com without undue delay and notify about it.

51. If the Payment Order contains incorrect data (for instance, IBAN/account number/sort code or other) as a result of which the payee’s PSP returns the funds transferred, Nayax shall credit these funds back to Segregated Account after deducting the applicable payment related Fees.

52. If, owing to fault on its part, the Client provides an incorrect IBAN/account number or sort code for the Payment Order and the funds are transferred to a wrong account and / or payee, the Client shall have no entitlement neither to corrective settlement nor to damages or other
compensation from Nayax. However, Nayax shall make reasonable efforts to trace any defectively executed Payment Order and seek to recover the funds of defective Payment Order.

d) Liability with respect to fulfillment of Payment Order

53. In the following cases Nayax shall refund to the Client the full amount debited erroneously immediately and the amount debited without authorization as soon as practicable and in any event no later than at the end of the Business Day following the day on which Nayax became aware of or was informed about the unauthorized Payment Order, unless Nayax has reasonable grounds to suspect fraud and notify the supervisory authority in writing:

53.1. the Payment Order was not authorized by the Client or was incorrectly initiated or executed by Nayax; and / or
53.2. the Client has notified Nayax in writing about becoming aware of the unauthorized or incorrectly executed Payment Order and in any event no later than one month after the date the funds were debited,

54. The Client shall prove that the Payment Order was not authenticated by the Client. Failure to do so will mean that the Client is not entitled to a refund in accordance with the Clause 53.

55. Nayax shall be liable to the Client under clause 53 for the correct execution of a Payment Order unless:

55.1. Clause 52 applies; or
55.2. Nayax can prove to the Client (and where relevant, to the Client’s PSP) that the Client’s PSP received the amount of the Payment Order.

56. The Client shall be liable for all losses incurred in respect of unauthorized Payment Orders made by Nayax if the Client has acted fraudulently, or not complied with its obligations under clauses 64, and 65 related with the email it uses to communicate with Nayax;

57. Nayax assumes neither liability nor responsibility for the processing of Payment Orders containing incorrect data provided by the Client and is entitled to charge Fees for costs incurred.

58. Nayax shall not be liable for non-performance or any delays caused by the PSPs processing Client funds, including but not limited to card acquiring PSPs and payment executing PSPs or their intermediaries.

X. FEES

59. Nayax shall charge Fees related to the provision of Payment Services according to the Client Agreement.

60. Nayax shall charge individual Fees to the Client for other than Payment Services, if any, and the Client shall be informed thereon before using such services.

61. If the Client funds are received to or held in the Segregated Account in a different currency than Nayax collects its Fees, Nayax shall convert the necessary Fee amount to the currency it collects its Fees at the rate made available on that moment by a PSP, providing such service to Nayax.

XI. SITE

62. The Client has access to data on transactions and other additional business information on the Site in electronic form.

63. Nayax reserves the right to modify the Site at any time as deemed necessary to comply with applicable laws and regulations or business needs. Nayax reserves the right to amend the functionality of the Site without notice. Nayax shall not be liable if for any reason the Site is unavailable at any time or for any period. From time to time, Nayax may restrict access to the Site.

64. The Client shall notify Nayax in writing or through email on becoming aware of the misappropriation of the Site or email – the misappropriation of the Site or email includes:

64.1. the loss by the Client of his password to the Site or email; and/or
64.2. someone other than the Client knowing his password or otherwise being able to gain access to the Site or email.

65. The Client must take all reasonable steps to keep the Site and email safe. This includes:

65.1. not telling anyone, including Nayax or someone purporting to be Nayax, his/her Site and email password – Nayax will never ask for passwords via telephone or email or using any other method;
65.2. the Client notifying Nayax as soon as he suspects or knows that someone other than himself knows his passwords or can otherwise gain access to the Site or email;
65.3. having recognised anti-virus software put on the device the Client uses to gain access to the Site and the email account or the Client uses to communicate with Nayax;

66. The Client must inform Nayax as soon as it becomes aware that the Site and(or) email it uses to communicate with Nayax has become compromised. The Client is fully responsible for the security of the Site and email.

67. Nayax is entitled to block disposing (“freeze”) of the Client funds in the Segregated Account for a necessary period of time in the following cases:

67.1. Nayax has a suspicion that the funds received in the Client’s name are intended for the commitment of a crime, resulted from a crime or participation therein;
67.2. if there is a suspicion that an unauthorized change to the parameters of Payment Order was issued;
67.3. the Client is in delay to serving its obligations under the Client Agreement, these General Terms & Conditions or other agreements concluded with Group Members of Nayax;
67.4. in an event of Client’s bankruptcy, initiation of restructuring proceedings and other forms of Client liquidation, or the risk of insolvency on the Client’s side excessively increases within a short period;
67.5. for the purposes of corrective accounting and settlement;
67.6. the Client is using Payment Services provided by Nayax and fraudulent acts have been proved on the Client’s side or criminal proceedings are initiated against the Client or its employees in the matter of fraudulent acts;
67.7. if the Client fails to comply with the rules of Nayax banking partners and such conduct may cause a damage to Nayax.

68. Unless doing so would compromise reasonable security measures or be unlawful, before blocking of any disposition (“freezing”) of the Client funds in the Segregated Account or immediately after doing so, Nayax will securely contact the Client via email indicated in the Client Agreement and give reasons for “freezing” Client funds. As soon as practicable after the reason for “freezing” of the Client funds has ceased to exist, Nayax will allow the
resumption of Client funds use.

XII. COMMUNICATION

69. Contact details of Nayax are presented in Clauses 5 and 9 as well as the Client Agreement.
Contact details of the Client are presented in the Client Agreement.

70. Any communication between Nayax and the Client shall take place primarily through email.
Such disclosure of any information by Nayax means that the relevant information is duly delivered to and received by the Client on the same Business Day it was issued.

71. The Parties may also communicate over other means of communications. Telephone communications will primarily be used in regard to Client verification and consultation of the Clients.

72. Nayax shall not be responsible for any mistake, inaccuracy, technical defect or damage caused by incorrect, outdated Client contact details and their subsequent use by Nayax.

73. The Client shall agree that Nayax may record any ongoing communication between Nayax and the Client using any available technical means, and may archive all the records, as well as the copies of any information and documents that Nayax will receive from the Client and third parties in accordance with applicable laws on personal data protection. The Client shall  also agree and acknowledge that Nayax may use such recordings, information and documents as evidence in any dispute or anticipated dispute.

XIII. DATA PROTECTION

By signing the Client Agreement, Client authorizes Nayax to collect, use, store or otherwise process any personal data provided by the Client or otherwise received by Nayax in connection with the Payment Services contemplated herein, all in accordance with the terms of Nayax Privacy Notice, including the Data Protection Notice incorporated by reference in the Privacy Notice and includes the provisions required under Section 28 of the General Data Protection Regulation. Nayax Privacy Notice contains the purposes and legal basis of the personal data processing, the period for which the personal data will be stored, information about the Client’s right to request access to and rectification or erasure of personal data or to object to processing of personal data as well as the right to data portability, and other rights and information related with data subject. Copy of Nayax
Privacy Notice is available on https://www.nayax.com.

XIV. GENERAL LIABILITY FOR DAMAGES AND FORCE MAJEURE

74. One Party shall be liable to another Party for losses caused due to non-fulfilment or improper fulfilment of its obligations under these General Terms & Conditions and the Client Agreement. The guilty Party shall undertake to compensate the direct losses of aggrieved Party.

75. Nayax liability under these General Terms & Conditions and the Client Agreement shall be limited as follows:

75.1. Nayax shall be liable only for the direct losses made by Nayax due to direct and substantial breach of these General Terms & Conditions and/or the Client Agreement, and only for such losses which might reasonably be foreseen by Nayax at the time of breach;
75.2. Nayax compensation for losses caused due to breaches of these General Terms & Conditions and/or the Client Agreement shall be limited to the amount of all Fees and charges paid to Nayax by the Client over the last 12 (twelve) months;
75.3. However, limits on Nayax liability shall not be applied where such limits are forbidden by applicable laws.

76. Nayax shall not be liable:

76.1. if for any reason the Site or Device is unavailable or broken at any time or for any period;
76.2. in any case Nayax shall not be liable for the loss of Client’s profit and income, loss of Client’s good repute, collapse or loss of business, indirect losses;
76.3. for mistakes made by credit institutions, settlement systems or other third parties, untimely execution of Payment Orders, freezing of funds;
76.4. for consequences arising out of improper discharge of Nayax’s obligations regarding reasons caused by third parties which are beyond Nayax control;
76.5. for consequences arising out of lawful termination of the Client Agreement (including these General Terms & Conditions), cancellation or restriction of Client’s access to the Site as well as reasonable restriction or termination of provision of Payment Services;
76.6. for goods and services sold using the Device;
76.7. for failure to meet contractual obligations and losses, if obligations were not discharged or damage were made while Nayax had been following the duties arising out of applicable laws;
76.8. if card processor refuses to accept Consumer’s card. As a consequence Nayax shall not continue with the clearing of the transaction.
76.9. with respect to any transactions initiated through the Device by the Consumer which has been cleared but subsequently declined by the card processor for any reasons. Fees related to such transaction and losses arising out of vended product shall be assumed in its entirety by the Client;
76.10. for card chargebacks and any related fees, when the Customer revokes transaction after the purchase of goods and(or) services through the Device.

77. Nayax shall not be liable for any damage sustained to the Client as a consequence of untrue, incomplete, incorrect or misleading information, instructions or documents provided by the Client (or a person acting on behalf of it) to Nayax in exercising its rights under these General Terms & Conditions or the Client Agreement or failure to provide the required information, instructions or documents in time. The Client shall be fully responsible for the correctness, completeness and timeliness of any information, instructions or documents provided to Nayax by the Client/ persons acting on behalf of him.

78. The Party shall be exempted from the liability for non-performance of obligations under these General Terms & Conditions and/or the Client Agreement if it can prove that nonperformance of obligations under these General Terms & Conditions and/or the Client Agreement is caused by force majeure circumstances which are proven according to the applicable laws. Each Party shall notify each other about force majeure circumstances in
writing or through EMC within reasonable time after the occurrence of such circumstances.

79. The imposition of liability under the provisions of these General Terms & Conditions or the Client Agreement shall not affect the right of the aggrieved Party to claim full compensation for damage in case of the gross negligence or willful misconduct.

XV. CONFIDENTIALITY

80. Each Party undertakes that it shall not at any time, disclose to any person any Confidential Information concerning the business, affairs, customers or suppliers of the other Party or of any member of the group of companies to which the other Party belongs, except as permitted by Clause 81 and 82.

81. Each Party may disclose the other Party’s confidential information:

81.1. to its employees, officers, representatives, advisers or in case of Nayax – to Group Members of Nayax, who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with these General Terms & Conditions or the Client Agreement. Each Party shall ensure that its employees, officers, representatives, advisers or in case of Nayax –Group Members of Nayax, to whom it discloses the other Party’s confidential information comply with this section XV; and
81.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

82. No Party shall use any other Party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these General Terms & Conditions or the Client Agreement.

XVI. DISPUTE RESOLUTION AND APPLICABLE LAW

83. Disputes between the Nayax and the Client shall be settled by way of negotiations.

84. The Client is entitled to submit complaints to Nayax. Complaint may be submitted to Nayax via e-mail specified under Clause 9.

85. Nayax shall respond to the Client’s complaint in writing or using another durable medium within 15 Business Days after the receipt of a complaint.

86. In exceptional cases, due to reasons which are beyond Nayax control, Nayax is allowed to send to the Client a preliminary response by indicating reasons for delay and the term by which the Client will receive Nayax final response. In any case the term for provision of final response shall not exceed 35 Business Days after the receipt of a complaint.

87. Handling of complaints is free of charge. Parties shall agree that complaints shall be submitted, handled and responded in English.

88. Nayax shall have internal procedures for handling complaints fairly and promptly in accordance with the applicable laws.

89. Should the Client not be satisfied with Nayax final response, then only recourse for the Client will be through the courts unless otherwise agreed between the Parties.

90. These General Terms & Conditions, the Client Agreement and any disputes or claims arising out of or in connection with these General Terms & Conditions or the Client Agreement or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Lithuania, unless a separate agreement of the Parties establishes otherwise.

91. The Client shall 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 these General Terms & Conditions or the Client Agreement or their subject matter or formation (including non-contractual disputes or claims).

XVII. FINAL PROVISIONS

92. Nayax shall have a right to transfer its rights and obligations under these General Terms & Conditions and/or the Client Agreement to another person without Client’s consent. Nayax shall always notify the Client in writing or through EMC if this happens.

93. The Client may only transfer its rights or its obligations under the Client Agreement, including these General Terms & Conditions, to another person if Nayax agrees to this in writing or through email.

94. If any of the provisions of these General Terms & Conditions or the Client Agreement are or may become invalid, ineffective, and/or unenforceable, this shall not affect the validity, effectiveness, and/or enforceability of other provisions of these General Terms & Conditions or the Client Agreement. In such a case, Nayax undertakes, upon contract with the Client, to replace such provision by a new provision, which will be as similar as possible in terms,
content and purpose.

95. The Parties shall mutually agree to rely on the exemption of Article 3(7) of the Law on Payments of the Republic of Lithuania and consequently shall apply provisions of Section III, Articles 4(1), 4(2), 4(3), 11(1), 11(2), 11(5), 29(3), 36, 37, 39, 41, 44, 51, 52 of the Law on Payments of the Republic of Lithuania to the extent provided in these General Terms & Conditions and the Client Agreement.

96. Any fees or other financial obligations incurred by Parties fulfilling their obligations under the Client Agreement and these General Terms & Conditions shall be paid by each Party separately as they incur to them, unless the Parties agree otherwise.

 

Annex No 1 to General Terms & Conditions
of Nayax Europe UAB

ADDITIONAL PROVISIONS
RELATED TO NAYAX EUROPE UAB’s STATUS AS PAYMENT FACILITATOR

1. General provisions

1.1. These Additional Provisions (“Additional Provisions”) are inseparable part of the General Terms & Conditions which constitute business conditions for activities of Nayax Europe UAB (“Nayax” or “we”) and provision of Payment Services to you, our client.

1.2. To be able to provide Payment Service to you, Nayax uses services of third-party service providers (the “Member” or “Members”) that are members of various Card Schemes and provide authorization, processing, settlement and clearing services of Card related transactions and other necessary ancillary services.

1.3. The Members serve as an acquiring member for Card clearing meanwhile Nayax, with respect to the Members, serve as payment facilitator and, due to such status, Nayax must assume certain obligations that are necessary for the Members to be able to provide services to Nayax and for Nayax to provide Payment Service to you. These Additional Provisions cover obligations and rules resulting from Nayax status as a payment facilitator against the
Members and they are obligatory to us and, once accepted, to you.

2. Definitions

2.1. Words used in capital letters in these Additional Provisions shall have the same meaning as assigned to them under the General Terms & Conditions unless otherwise established by these Additional Provisions.

2.2. The following additional definitions are relevant for these Additional Provisions:
Card – shall mean any and all payment cards supported by any Card Scheme which is used by the Cardholder to purchase relevant Client’s item or service being sold via the Device.
Cardholder – shall mean the person or entity authorized to use the Card and using the Card in order to purchase relevant Client’s item or service being sold via the Device.
Card Schemes – shall mean Visa, MasterCard or any other similar payment scheme.
Card Scheme Rules – shall mean rules, regulations, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by the Card Scheme from time to time.
Chip and PIN Card – shall mean the Card embedded with a chip that communicates information to the Device and is protected by a personal identification numeric code that is used to identify the Cardholder in an authorization request.
Mark – shall mean shall mean brands, names, logos, trademarks, trade names or service marks which are the property of the Member (or affiliates), its licensors and/or of Card Schemes or any other relevant payment provider or other third party.
PCI Standards – shall mean the Payments Cards Industry Data Security Standards as issued and modified by the Card Schemes from time to time.

3. Disclosure of Client’s information to Members

3.1. Please be informed that for the Members to be able to provide services to Nayax that facilitate provision of Payment Service to you, Nayax is required to disclose certain information about you (the Client) to the Members.

3.2. Under request of the Member, the Member shall be provided by Nayax with the following information, data and / or documents about the Client (the list is not exhaustive):

(i) all “doing business as” names used by the Client;
(ii) current address of each of the Client’s offices;
(iii) a general description of goods sold and/or services provided by the Client via the Device to Cardholders;
(iv) a brief description of the business activities of the Client;
(v) URLs (where applicable);
(vi) names of Clients’ principals and their country of domicile;
(vii) all due diligence documentation collected by Nayax in respect of the Client (including identity and verification checks on the Client, its owner, partners, shareholders, beneficial owners, authorized signatories, etc.);
(viii) records of valid transactions submitted by the Client,
(ix) other information, data, documents about the Client required by the Member.

3.3. Nayax shall provide all the required information about the Client to the Member, including their updates and subsequent changes.

3.4. For Nayax to be able to fulfill obligation established under clause 3.2 of these Additional Provisions, Nayax will require this information, data and/or documents from the Client prior to entering into contractual relations with you (e.g. as part of identification process) or afterwards, in case some of the required information is missing. By accepting these Additional Provisions, you agree to be cooperative and provide all information, data and
documents that may be required by Nayax and/or the Member, and/or Card Scheme, and/or any other authorized person. Failure to do so, may result in termination of the Client Agreement as specified in section 4 of these Additional Provisions.

4. Additional Client Agreement’s termination grounds

4.1. Nayax shall have the right to terminate the Client Agreement (including the General Terms & Conditions) unilaterally and without applying to court where the following reasons exist:

(i) the Member, after reviewing the portfolio of the Client introduced by Nayax, informs Nayax that the Client shall no longer form part of the portfolio serviced by the Member;
(ii) the Client engages in activities that are indicated by the Member to Nayax as prohibited activities which the Client shall not carry out;
(iii) the Card Schemes deregisters Nayax or if the Member ceases to be a member of the Card Scheme(s) for any reason, or if the Member fails to have a valid license with the Card Scheme(s) to use any Mark accepted by the Client;
(iv) it is identified that the Client engages in activity or performed actions that are deemed to be fraudulent or otherwise harmful to the business of Nayax, the Member, or the Card Scheme(s);
(v) the Client is deemed by Nayax, Member or the Card Scheme(s) to have conducted its activity in violation of the Card Schemes Rules and/or the PCI standards;
(vi) the Client is about to become insolvent, be declared bankrupt, cease trading, be sold, leased or transferred or in the event of circumstances indicating the possibility of the Client becoming insolvent, be declared bankrupt, ceasing trading, being sold, leased or transferred or that in a manner the Client will not be able to comply with its obligations under the Client Agreement with Nayax;
(vii) the Client engages in activities that are considered as prohibited and/or restricted activities by the Member and/or Card Scheme, and/or Nayax;
(viii) due to any other circumstance that, at the discretion of the Member and/or the Card Scheme, and/or Nayax, and/or any other authority, is considered as implicating fraudulent, wrongful activity of the Client or breach of the Client Agreement;
(ix) the Client is in any way or is found to be offering poor quality goods or services;
(x) if the chargeback levels of the Client exceeds the Member’s internal thresholds;
(xi) full information, data and/or documents about the Client required by the Member and/or the Card Scheme and/or Nayax is not provided;
(xii) other circumstances that are considered by the Member and/or the Card Scheme and/or Nayax as forbidding provision of Payment Services to the Client.

4.2. All the above termination grounds as well as termination request received from the Member and/or Card Scheme, and/or other authorized person shall be considered as mandatory to Nayax and authorizing Nayax to unilaterally terminate the Client Agreement immediately without giving any prior termination notice to the Client, unless the Member and/or the Card Scheme informs Nayax otherwise.

5. Provisions related to the Card Schemes

5.1. The Client acknowledges and agrees to the following:

(i) to comply with all applicable policies of the Member as amended from time to time as will be submitted by Nayax;
(ii) to comply with the Card Scheme Rules and all applicable requirements of the laws;
(iii) that the Card Schemes are the sole and exclusive owner of the Marks;
(iv) not to contest the ownership of the Marks for any reason;
(v) the Card Schemes may at any time, immediately and without advance notice, prohibit the Client from using any of the Marks for any reason;
(vi) the Card Schemes have the right to enforce the Card Scheme Rules and to prohibit the Client and/or Nayax from engaging in any conduct the Card Schemes deems could potentially injure the Card Schemes, including damage to reputation, or that could adversely affect the integrity of the Interchange System, the Card Schemes’ confidential information (as defined in the Card Scheme rules) or both; and
(vii) the Client shall not take any action that could interfere with or prevent the exercise of this right by the Card Schemes.

5.2. Unless otherwise agreed, the Client agrees to accept as payment for all goods and services sold via Devices and supplied within the normal range of its activity and without discrimination all and any Cards.

5.3. The Client shall agree to assume responsibility for ensuring that:

(i) the presenter of the Card is the person whose name is embossed on the face of the Card;
(ii) the embossed account number on the face of the Card matches the printed number on the back of the Card and the account number of the transaction receipt;
(iii) the Card, and in particular the signature panel, is not altered or mutilated;
(iv) the Card has not expired;
(v) the transaction is genuine and not fraudulent;
(vi) when the Card is a Chip and PIN Card and where applicable, the Client is to process the Card as prompted by the Device and the Cardholder shall be required to input any applicable PIN number, when and if prompted by the Device.

5.4. Where applicable, the Client is to ensure that the entry of any Cardholder’s PIN into a Device is not recorded on camera.

5.5. Nayax shall be responsible for the Card acceptance policies and procedures of the Client and may require changes that it deems necessary or appropriate to ensure that the Client remains in compliance with the standards governing the use of the Marks of the Card Schemes.

 

Previous version of Terms & Conditions – January 2019