These Terms & Conditions (the “T&Cs”) shall supplement the Agreement and govern the APM Services provided by UAB Nomupay Europe. In the event of a conflict between the Agreement and the T&Cs, the T&Cs shall take precedence for APM Services.
Definitions
1.1 “Agreement” means the service agreement entered into between UAB Nomupay Europe and the Merchant, including these T&Cs.
1.2 "Alternative Payment Method" or "APM" means a Transaction using a mobile enabled device, mobile wallet, e-wallet or any other non-Card method of payment provided under these T&Cs.
1.3 "APM Provider" means any third-party entity that offers, operates, or facilitates an Alternative Payment Method (APM) and enables Customers to initiate Transactions using such methods. The APM Providers referenced in these T&Cs are those specified in Section 3 and may include, without limitation, digital wallets, bank transfer services, mobile payment platforms, buy-now-pay-later providers, and other non-card-based payment solutions.
1.4 "Customer" means any individual or entity that initiates a Transaction using an Alternative Payment Method to purchase goods or services from a Merchant. The term includes, but is not limited to, end-users, consumers, payers, or account holders who have an account, wallet, or other payment instrument registered with the relevant APM Provider.
1.5 “Nomupay Group Company” means:
(a) Nomu Pay Limited (registered in Ireland);
(b) any entity directly or indirectly controlled by Nomu Pay Limited (including UAB Nomupay Europe);
(c) any entity controlling Nomu Pay Limited (including future parent companies); and
(d) any entity under common control with Nomu Pay Limited.
1.6 "Services" has the meaning given in Section 2 of these T&Cs.
1.7 "Subsidiary" means an entity in which a Nomupay Group Company holds, directly or indirectly, more than 50% of the voting rights or has the power to appoint a majority of the board of directors.
Services of UAB Nomupay Europe
2.1 Under the T&Cs, UAB Nomupay Europe shall provide the following services:
(a) Acceptance of Alternative Payment Methods (“APMs”) in the Merchant's online shop and communication of legitimate payment transactions made using APMs, as well as data for the purpose of authorisation.
(b) Provision of technical means needed for interconnection of the Merchant's online shop and UAB Nomupay Europe system.
2.2 This T&Cs shall apply solely to the e-commerce activities carried out by the Merchant.
2.3 The Merchant may have one account only.
2.4 The Merchant can have an unlimited amount of projects (websites) on one account but all of them have to be approved by UAB Nomupay Europe prior the acceptance of payments. If the Merchant requires a lot of projects added additional fees may be applied. UAB Nomupay Europe retains the right to split the Merchant's projects into separate accounts.
2.5 UAB Nomupay Europe shall be entitled, at its own discretion, to authorise third parties for provision of services. During any involvement of a third party as authorised by UAB Nomupay Europe, the Merchant acknowledges that UAB Nomupay Europe may receive settlement of the Merchant’s transactions from these third parties, before settling to the Merchant’s nominated business account under these T&Cs.
2.6 The Merchant is not allowed to sub-contract with another merchant or otherwise permit any third party, including any website owned, controlled, or operated by the Merchant that is not expressly disclosed to and approved by UAB Nomupay Europe in writing, to provide services described in these T&Cs (including, without limitation, APM acceptance services or sharing cryptographic keys).
2.7 If the Merchant owes any amounts to any Nomupay Group Company (as defined below) under the Agreement, UAB Nomupay Europe or any other Nomupay Group Company may, in its sole discretion and without prior notice to the Merchant:
(a) set off such amounts against any amounts owed by any Nomupay Group Company to the Merchant under the Agreement or any other agreement;
(b) debit the Merchant’s designated Settlement Account; or
(c) deduct such amounts from any funds payable to the Merchant.
2.8 The set-off right under Clause 2.4 applies to all present or future, liquidated or unliquidated obligations, whether arising under the Agreement or otherwise, between the Merchant and any Nomupay Group Company.
2.9 Where obligations are in different currencies, UAB Nomupay Europe may convert them at a commercially reasonable exchange rate determined in good faith.
2.10 The Merchant irrevocably waives any right to object to the exercise of set-off rights under Clause 2.4, including for lack of prior notice.
2.11 Right under Clause 2.4 survives termination of the Agreement until all mutual obligations are discharged.
Accepted Alternative Payment Methods
3.1 UAB Nomupay Europe shall accept payments made through the APM Providers as specified in the Agreement or relevant fee schedule. Notwithstanding the foregoing, the Merchant expressly acknowledges and agrees that the availability of any APM Service under these T&Cs is contingent upon obtaining the current approval of UAB Nomupay Europe’s partners and relevant APM Providers.
3.2 The Merchant shall implement the APMs into its website according to the instructions provided by UAB Nomupay Europe and in compliance with the rules of applicable APM Providers.
List of Prohibited Goods/Services
4.1 Unless approved by UAB Nomupay Europe in writing, the Merchant is prohibited from accepting payments for settlements when selling goods/services listed hereinafter: https://Nomupay.com/support/which-products-and-businesses-are-prohibited/.
Authorisations granted by the Merchant
5.1 The Merchant shall grant the following authorisations to UAB Nomupay Europe:
(a) The Merchant shall transfer to UAB Nomupay Europe all its requirements, applicable to Customers, with regards to APM acceptance and payment transaction executed.
(b) The Merchant shall authorise UAB Nomupay Europe, without notice, to charge the Merchant the amounts related to the provision of services by UAB Nomupay Europe, reimbursement of losses or penalties.
(c) The Merchant shall authorise UAB Nomupay Europe to transfer data, related to the Merchant or its activities, payment transactions and services provided by UAB Nomupay Europe, to APM Providers and other financial institutions.
5.2 The Merchant shall not be entitled to authorise any third party to perform its duties under these T&Cs unless UAB Nomupay Europe has given its written consent.
Rules of APM Providers and other regulations
6.1 Rules and instructions of APM Providers as well as partners of UAB Nomupay Europe (and further amendments) are mandatory for the Merchant and it shall be obliged to comply with them the entire T&Cs period. UAB Nomupay Europe and APM Providers may oblige the Merchant to refrain from any actions that are not consistent with the rules, while the Merchant shall fulfil such obligations without any reservations.
6.2 The Merchant also undertakes to comply with legal acts of the Republic of Lithuania with regard to the provision of payment services, including minimum security requirements for online payments approved by the Bank of Lithuania, as well as other legal acts regulating activities of the Merchant, including but not limited to, consumer protection laws.
6.3 These rules and regulations are an integral and inseparable part of the T&Cs. In case of any conflict or inconsistency between these T&Cs and the rules, the rules will govern.
6.4 APM Providers have the right to enforce any provision of its rules and regulations and to prohibit the Merchant and/or UAB Nomupay Europe from engaging in any conduct APM Providers deem could injure or could create a risk of injury to APM Providers, Including injury to reputation, or that could adversely the APM Providers' confidential Information as defined in the rules and regulations or both. The Merchant will not take any action that could interfere with or prevent the exercise of this right by APM Providers.
6.5 Rules of APM Providers, together with their ancillary services, are publicly available on the websites of such organisations, thus, the Merchant shall follow the content and amendments of such rules. UAB Nomupay Europe shall introduce UAB Nomupay Europe's partners' rules and regulations to the Merchant, if necessary. In addition to these rules, each APM Provider requires, and the Merchant acknowledges, that it will comply with the domestic laws and regulations to which the relevant APM Provider is subject, including those relating to consumer protection. Further information may be made available by the relevant APM Provider.
Provision of UAB Nomupay Europe with documents and information
7.1 At the request of UAB Nomupay Europe or an APM Provider, the Merchant shall, at its own expense, provide all the required documents and information within the time limit specified.
7.2 Additionally on an ongoing basis, the Merchant is required to promptly provide UAB Nomupay Europe with the current address of each of its offices, all "doing business as" (DBA) names used by the Merchant and a complete description of goods sold and services provided.
7.3 The Merchant shall assure that any of its documents or information, provided to UAB Nomupay Europe, are correct, accurate, and complete.
7.4 The Merchant shall immediately inform UAB Nomupay Europe about any amendments of the documents and information, previously submitted by the Merchant (e.g., changes in a name, trademark, address, legal form, bank account, shareholders, managers, sale or lease of the company, a range of goods/ services, etc.).
7.5 The Merchant shall actively participate in any research, related to its activities or payment transactions, cooperate by providing UAB Nomupay Europe with all the required information and documents. UAB Nomupay Europe shall be entitled, at its own discretion and frequency, to inspect the Merchant and its activities. Furthermore, in case of a suspected or confirmed account data compromised event the Merchant shall allow and create conditions (i.e. by allowing access to the Merchant's or its service providers' systems and databases) to conduct forensic investigation of such event by an entity selected by UAB Nomupay Europe.
7.6 The Merchant is required to provide UAB Nomupay Europe with its web logs in case of investigation.
Use of APM Providers' trademarks
8.1 All trademarks of APM Providers are the property of such organisations. The Merchant acknowledges and agrees that APM Providers are the sole and exclusive owners of all their trademarks and agrees not to contest the ownership of those trademarks for any reason. UAB Nomupay Europe is the owner of Nomupay and Cardinity trademarks. The Merchant shall not mislead Customers or create the impression that it is the owner of such trademarks.
8.2 Use of trademarks shall not in any way conflict with the rules of APM Providers or harm the reputation of the APM Providers. UAB Nomupay Europe and APM Providers may, at any time for any reason, prohibit the Merchant to use any of the trademarks.
8.3 The Merchant may not use trademarks where APM Providers order the Merchant to terminate the use or display of the trademarks, or, upon termination of the T&Cs with the Merchant. APM Providers may at any time, immediately and without advance notice, prohibit the Merchant from using any of the trademarks for any reason.
8.4 The Merchant shall clearly indicate in any trade/commercial communication and in its online shop that, for the purpose of settlements, it accepts from Customers particular APMs specified in these T&Cs.
8.5 Trademarks shall only be used exclusively in the Merchant's website/online shop and cannot be displayed in a website of any other partner of the Merchant (e.g., a supplier, a courier, etc.) or a third party.
8.6 UAB Nomupay Europe may require any changes to the Merchant's website or otherwise that it deems necessary or appropriate to ensure that the Merchant remains in compliance with the APM Providers' standards governing the use of the APM Providers' marks.
Acceptance of Alternative Payment Methods for settlements
9.1 The Merchant may request but cannot demand from a Customer to provide additional identification information as a necessary condition for a settlement by APM, unless such information is required for the completion of a sale and purchase or service provision transaction (e.g., for the delivery of goods) or unless rules of APM Providers permit or require to collect such information.
9.2 The Merchant shall not be entitled to demand from a Customer to waive his/her right to dispute a payment transaction.
9.3 The Merchant shall submit to UAB Nomupay Europe only legitimate and valid payment transactions originating from direct contractual relations between the Merchant and the honest Customer.
9.4 The Merchant shall accept APMs solely in its own online shop, only at website addresses (URL) pre-approved by UAB Nomupay Europe, and exclusively for its own activities (sale of goods/services).
9.5 With respect to the iDEAL APM, the Merchant shall confirm the status of each transaction with UAB Nomupay Europe prior to fulfilling any order or rendering any service. The Merchant acknowledges that failure to obtain such confirmation places the risk of non-payment solely on the Merchant where the transaction does not reflect a status of ‘Successful’ or an authorisation of ‘Granted’. The Merchant further acknowledges that, notwithstanding a status of ‘Successful’, there remains a limited possibility that the UAB Nomupay Europe may be unable to settle the funds to the Merchant, for which UAB Nomupay Europe shall not be liable. The Merchant may obtain insurance to mitigate this risk.
Authorisation of payment transactions
10.1 Regardless of the amount of a payment transaction, the Merchant shall submit each payment transaction by APM to UAB Nomupay Europe for authorisation.
10.2 The Merchant may submit those payment transactions only which are pre-authorised by a payer.
10.3 The Merchant's request for authorisation and data on a payment transaction shall be submitted by electronic means. Other means of submission shall be acceptable only upon a separate T&Cs between the Merchant and UAB Nomupay Europe for an extra fee.
10.4 The Merchant shall be entitled to cancel an authorised payment order (payment) within 13 days, by notifying UAB Nomupay Europe thereof. Should the Merchant not cancel the payment order (payment) or finalise it within 13 days, UAB Nomupay Europe shall automatically cancel the payment order (payment) authorisation as a result thereof the payment transaction shall no longer be carried out and the Merchant shall not receive any funds with regard to the payment transaction.
10.5 UAB Nomupay Europe shall charge the Merchant a commission fee for cancellation (annulment) of a payment order.
The cases in which the Merchant cannot accept APMs for settlements
11.1 The Merchant cannot submit to UAB Nomupay Europe the payment transactions that are illegitimate (including a payment for illegal goods or services), unauthorised, fraudulent, violate any legal acts or rules of APM Providers, or harm the reputation of the APM Providers, damage their goodwill or reflect negatively on their trademarks. UAB Nomupay Europe will block and/or cancel such transactions mentioned in this Section 11 upon discovery without further liability to the Merchant.
11.2 The Merchant also cannot accept APMs for settlements:
(a) For third-party activities;
(b) For activities non-related to regular activities of the Merchant;
(c) For the purpose to provide a loan;
(d) For activities that are prohibited under the UAB Nomupay Europe's list of prohibited goods/services;
(e) In case a Customer's order is unusual (e.g., within two consecutive calendar days, one Customer submits one or several orders along with the relevant order; orders more than five same goods or services; within two calendar days, a few Customers make orders by indicating the same e-mail address, etc.).
(f) For the sale or offer of sale of a product or service other than in full compliance with the applicable law to UAB Nomupay Europe, APM Providers, the Merchant, or Customer.
(g) For the sale of a product or service, including an image, which is patently offensive and lacks serious artistic value (such as, by way of example and not limitation, images of nonconsensual sexual behavior, sexual exploitation of a minor, nonconsensual mutilation of a person or body part, and bestiality), or any other material that APM Providers or UAB Nomupay Europe deem unacceptable to sell in connection with trademarks of APM Providers.
11.3 The list of cases when the Merchant cannot accept APMs for settlements, specified in the Section herein, is not exhaustive. UAB Nomupay Europe, UAB Nomupay Europe's partners, or APM Providers may, at any time, place separate instructions for specific cases in which the Merchant cannot accept APMs for settlements, while the Merchant undertakes to comply with such instructions.
11.4 Should a Customer indicate invalid or incorrect information when making an order or upon request of APM details, a payment transaction by this APM shall not be permitted.
The Merchant's obligations in chargebacks
12.1 All payments made by UAB Nomupay Europe to the Merchant are refundable. Should UAB Nomupay Europe pay the money to the Merchant, even though the Merchant has no right to receive any payments, UAB Nomupay Europe may claim a chargeback or a compensation of such payments from other amounts of the Merchant due to UAB Nomupay Europe.
12.2 The Merchant shall participate in the resolution of disputes, initiated by Customers, as well as disputes regarding chargebacks.
12.3 The Merchant shall comply with and not exceed chargeback limits, set out by UAB Nomupay Europe, UAB Nomupay Europe's partners, or APM Providers.
12.4 Should the Merchant exceed chargeback limits, UAB Nomupay Europe shall be entitled to restrict or suspend provision of services or terminate the T&Cs.
12.5 The Merchant shall independently take preventive measures to ensure the lowest possible number of chargebacks.
12.6 Authorisation code granted does not restrict the right of UAB Nomupay Europe to chargebacks.
Special Provisions for Dropshipping Merchants
13.1 In this Section:
(a) “Dropshipping Merchant” means a Merchant that fulfils Customer orders by transferring them to a third-party supplier, which ships goods directly to the Customer, and does not maintain inventory.
(b) “Supplier” means a third-party entity contracted by the Dropshipping Merchant to fulfil orders for goods/services.
13.2 A Dropshipping Merchant shall ensure Suppliers are paid promptly to fulfil orders. Failure to pay Suppliers within 48 hours of receiving settlement funds from UAB Nomupay Europe constitutes a material breach.
13.3 If UAB Nomupay Europe, using its technical monitoring systems, reasonably determines that:
(a) the Dropshipping Merchant has failed to pay a Supplier for fulfilled orders; and
(b) such failure creates a material risk of chargebacks due to non-delivery,
UAB Nomupay Europe will issue a written notice to the Merchant requiring remediation within 5 business days.
13.4 If the Merchant fails to remedy the breach within the 5-business-day period, UAB Nomupay Europe may directly pay the Supplier from the Merchant’s settlement funds (proportionally to the unpaid orders). The Dropshipping Merchant irrevocably authorizes UAB Nomupay Europe to act in this manner holds UAB Nomupay Europe harmless for claims arising from Supplier payments made in good faith.
13.5 UAB Nomupay Europe is not liable for:
(a) Supplier’s failure to deliver goods/services post-payment;
(b) disputes over Supplier invoice accuracy; or
(c) chargebacks occurring despite Supplier payment.
13.6 The Merchant shall indemnify UAB Nomupay Europe against all losses, costs, or claims related to actions taken under this Section 13.
13.7 Failure to comply with this Section 13 entitles UAB Nomupay Europe to terminate the Agreement.
The Merchant's obligations in data safety
14.1 The Merchant shall immediately notify UAB Nomupay Europe of any fraud, suspicious or unauthorised activities relating to APMs, payment transactions, or payers.
14.2 The Merchant shall carry out transactions and payments on its website/online shop through secure networks, encryption, or SSL (Secure Socket Layer) encryption.
14.3 Should the Merchant store, process, or transmit unpublishable or sensitive payment data, it shall have installed data protection and other security means in its information systems. In this case, the Merchant also undertakes to cooperate with UAB Nomupay Europe and appropriate law enforcement authorities on major payment security incidents, including data leakage. UAB Nomupay Europe acknowledges that it is responsible for the security of the Customers' data that is possessed, transmitted, or otherwise stored on behalf of the Merchant.
14.4 The Merchant shall clearly separate payment-related processes from other online shop processes and ensure that Customers understand when they connect to information systems via UAB Nomupay Europe and when – via the Merchant, as well as ensure that Customers, at any stage of their relations with the Merchant, easily identify the Merchant against any other party (e.g., the Merchant's supplier).
14.5 The Merchant shall install and comply with UAB Nomupay Europe and APM Providers' data security standards as well as rules for their use.
14.6 The Merchant shall ensure that it will not keep any sensitive payment transaction data, if any, after completion of the payment transaction.
The Merchant's liability
15.1 The Merchant shall be liable for any penalties and other losses (both direct and indirect), which UAB Nomupay Europe is forced to pay to third parties or its other partners due to improper fulfilment of obligations under these T&Cs or the failure to fulfil them by the Merchant.
15.2 The Merchant shall reimburse any losses and penalties, which UAB Nomupay Europe has incurred due to exceeding of chargeback limits by the Merchant or other chargeback-related offenses caused by it. Merchant will also be liable for all of its assets not only held by UAB Nomupay Europe if the Merchant severely violates the law, does BRAM, VIRP, transaction laundering, international sanctions, money laundering or terrorist financing violations or tax fraud.
15.3 If the Merchant's funds at the disposal of UAB Nomupay Europe (including reserve funds) are not sufficient to reimburse penalties, losses, or any other financial liabilities of the Merchant, the Merchant shall pay the amounts, claimed by UAB Nomupay Europe, within 7 calendar days to the bank account indicated by UAB Nomupay Europe.
15.4 In the event the Merchant retains or engages any third party to provide ancillary services in connection with the Services under these T&Cs, the Merchant shall remain fully liable and responsible for ensuring such both its and the third party’s strict compliance with all terms of these T&Cs, including, without limitation, the rules and requirements imposed by APM Providers.
Requirements for the Merchant's website/online shop
16.1 The Merchant shall ensure that its website/online shop meets requirements set out by UAB Nomupay Europe, UAB Nomupay Europe's partners, and APM Providers. The list of requirements, provided in the Section herein, is not exhaustive. See a more detailed list of requirements: https://Nomupay.com/support/website-requirements/.
16.2 The Merchant shall clearly indicate its name in a readily visible place over the entire website/online shops and ensure that the same name will appear in a payment transaction statement, which a Customer will receive.
16.3 The Merchant shall place information on the website/online shop in such a way so that a Customer understands that he/she is entering into the purchase and sale or service provision transaction with the Merchant, i.e., that the Merchant delivers the goods (both physical and digital) or provides services, is responsible for the Customer service, settlement of mutual disputes, etc., and shall be accessible to the Customers to ensure Customer support and complaints handled efficiently, e.g., by informing the Customers about the communication methods and complaints procedures. The Merchant cannot give the impression that UAB Nomupay Europe, UAB Nomupay Europe's partners, or APM Providers are suppliers or shippers of the goods/services.
16.4 Should UAB Nomupay Europe, UAB Nomupay Europe's partner, or an APM Provider establish that the Merchant's website/online shop does not comply with rules of the APM Providers, the Merchant, upon receipt of such notice from UAB Nomupay Europe, shall eliminate the deficiencies and ensure that the website/online shop meets the standards.
16.5 The Merchant is required to provide the list of all URL to UAB Nomupay Europe before starting its activity.
Price and payment
17.1 Service prices are provided in the Agreement or the fees schedule signed between the parties.
17.2 UAB Nomupay Europe shall transfer to the Merchant the amounts acquired from the Customers on behalf of the Client within terms specified in the Agreement or relevant fees schedule, subject to the Merchant's obligations in reserves, deferred payments and loss reimbursement under the Agreement. However, should the Merchant be in breach of these T&Cs or any other obligations during the payment process, UAB Nomupay Europe shall postpone the payment and withhold amounts due to the Merchant or charge them as a cost/loss reimbursement.
17.3 UAB Nomupay Europe shall pay to the Merchant the amounts due by transferring them to the bank account specified by the Merchant.
17.4 All funds received by UAB Nomupay Europe from Merchant's Customers shall be safeguarded in a special bank account until they are transferred to the Merchant.
17.5 The Merchant shall also reimburse to UAB Nomupay Europe any costs incurred by UAB Nomupay Europe when executing the Agreement (e.g., fees set by APM Providers, partners, and banks as necessary to provide the Services under these T&Cs).
17.6 Any funds, received by UAB Nomupay Europe from the Merchant or its Customers, shall not constitute a deposit or any other repayable funds or electronic cash.
17.7 A commission fee with regard to a payment transaction and services provided by UAB Nomupay Europe shall be deducted by UAB Nomupay Europe from the amount to be transferred before paying it to the Merchant's bank account.
17.8 If a refusal to execute a payment order is justified on objective grounds, UAB Nomupay Europe may charge a commission fee for such a refusal.
17.9 UAB Nomupay Europe shall be entitled to demand a commission fee from the Merchant for further or more frequent notification or transmission of information by other means than those provided for in the Agreement on the Merchant's request.
17.10 UAB Nomupay Europe may charge a commission fee from the Merchant for refunding if a payment transaction has failed or has been inappropriately executed due to the incorrect unique identifier or chargeback if applicable.
17.11 UAB Nomupay Europe may charge the Merchant a commission fee where any currency conversion occurs during or prior to the settlement of funds, in addition to any costs incurred in connection with such currency conversion.
17.12 All commission fees of UAB Nomupay Europe are indicated without VAT. The Merchant shall pay VAT if such UAB Nomupay Europe service is subject to VAT according to existing legal acts.
Suspension of Services
18.1 UAB Nomupay Europe shall be entitled to suspend the provision of Services, acceptance and authorisation of payment transactions, if the Merchant violates the T&Cs or other obligations in any way. The suspension shall last until the Merchant eliminates the violations.