I. DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings:
1.1. “Agreement” means this Nomupay Mass Payout Services Agreement, including its Annexes, any future amendments, supplements and restatements.
1.2. “Base Currency” means the same currency of the Payer’s funds that were held in the Payer’s Funding Account, which will be used for the applicable Payout Transaction.
1.3. “Credentials” means the login, password, and other security credentials that the Payer or the Payer’s staff may have access to in connection with their access to and use of the uP API.
1.4. “Mass Payout Services” or “Payment Services” means the services made available to the Payer pursuant to this Agreement.
1.5. “Nomupay Group Company” means:
a. Nomu Pay Limited (registered in Ireland) and any Subsidiary of Nomu Pay Limited;
b. any Subsidiary of any Subsidiary described in (a);
c. any holding company of Nomu Pay Limited or any entity described in (a)-(b); and
d. any future Subsidiary of any entity described in (a)-(c).
1.6. “Payee” means a natural or legal person, who is the recipient of the Payment as made under the Payout Transaction.
1.7. “Payer” means a natural or legal person, who gives Payment instructions to Nomupay.
1.8. “Payer’s Available Balance” means the portion of the Payer’s Unified Balance that is cleared and immediately available for Payment.
1.9. “Payer’s Bank Account” – means one or several Bank Accounts of the Payer, details of which shall be provided to Nomupay and approved by Nomupay before use of the Mass Payout Services.
1.10. “Payer’s Funding Account” means the account held by Nomupay with its selected payment service provider as used in the process of providing Mass Payout Services to the Payer and where the funds from the Payer’s Bank Account are accumulated by the Payer in advance before they are transferred to the Payee.
1.11. “Payer's Pending Balance” means the funds within the Payer’s Unified Balance that are held temporarily, pending verification or settlement, and are not yet available for Payment.
1.12. “Payer’s Reserve Balance” means the funds held in the Payer’s Unified Balance for specific purposes, such as risk management or compliance, which are not available for immediate Payment.
1.13. “Payer's Unified Balance” or “Payer’s Balance” means the total balance in the Payer's Funding Account, including all funds deposited and divided into sub-balances for management and allocation of funds and which is composed of 3 sub-balance types: the Pending Balance, the Available Balance, and the Reserve Balance.
1.14. “Payment” means a funds disbursement payment to the designated Payee that the Payer initiates through the uP API.
1.15. “Payout Transaction” or “Payment Transaction” means transaction under which the funds accumulated in the the Payer’s Funding Account as assigned to Payer by Nomupay are transferred from the Payer’s Funding Account to the designated Payee’s bank account.
1.16. “Remittance” means the Payment service where the funds are received from the Payer without the creation of payment accounts for the Payer or the Payee. Based on the Payer’s instructions, Nomupay transfers the funds directly to the Payee or to another payment service provider acting on behalf of the Payee for the sole purpose of executing the Payout Transaction.
1.17. “Subsidiary” means, with respect to any entity (the "Parent"), any corporation, company, partnership, limited liability company, or other legal entity in which the Parent directly or indirectly owns or controls more than 50% of the voting rights or equity interests, has the power to appoint or remove a majority of the board of directors or equivalent governing body, or otherwise exercises control over the management or operations of that entity. For the purposes of this definition, "control" means the ability, whether directly or indirectly and whether through ownership of voting securities, by contract, or otherwise, to direct or cause the direction of the management, policies, or operations of the relevant entity.
1.18. “uP API” or “uP Platform” means the website and supporting software and hardware that Nomupay makes available to the Payer for the purpose of using the Mass Payout Services.
II. TERMS AND CONDITIONS FOR EXECUTION OF MASS PAYOUTS SERVICES
2.1. Prior to provision of Mass Payout Services and enabling any functionality related to it, the Payer shall submit all necessary documentation and data as requested by Nomupay in accordance with its KYC and Anti-Money Laundering Policy as well as any other legal requirements for client onboarding purposes. In the course of implementation of the Agreement the Payer shall full comply with all the applicable Anti-Money Laundering laws and regulations in force in the Republic of Lithuania, including any updates or amendments, Nomupay internal policies, including but not limited to Anti-Money Laundering Policy of Nomupay.
2.2. The Payer shall immediately (no later than 5 business days) inform Nomupay in writing about any amendments of the documents and information, previously submitted by the Payer for its onboarding and KYC/AML purposes as provided in Article 2.1. in this Agreement (e.g. changes in name, trademark, address, legal form, bank account, shareholders/ownership, managers, sale or lease of the company, a range of goods/services, etc.).
2.3. For the initiation of provision of the Mass Payout Services the Payer shall install uP Platform as per Section 3 of this Agreement and deposit funds into their Payer’s Funding Account based on the operational needs of its business, as determined at the discretion of the Payer and by this Agreement.
2.4. The Payer shall utilize the direct funding model, under which the funds are transferred directly from the designated Payer’s Bank Account to the Payer’s Funding Account. These funds shall be identifiable within the Payer’s Available Balance portion of the Payer's Unified Balance.
2.5. The designated Payer’s Bank Account shall be approved by Nomupay before the Payer may use it for the Mass Payout Services.
2.6. The Payer shall transfer the funds from the Payer’s Bank Account to the designated Payer’s Funding Account at least two (2) business days prior to submitting Payment instructions to Nomupay in respect of any applicable Payment disbursements.
2.7. Nomupay shall not be under obligation to process or disburse any Payments until the funds have been successfully deposited into the Payer’s Funding Account in accordance with the pre-funding requirements outlined in this Agreement.
2.8. Upon receipt of the Payer’s funds from the Payer’s Bank Account, Nomupay will hold Payer’s funds in pooled accounts designated for the benefit of the Payer and other Nomupay clients and Nomupay shall segregate such funds from Nomupay’s operating accounts until the funds are disbursed to the Payees, debited to pay amounts owing to Nomupay, or returned to the Payer.
2.9. Nomupay shall follow the safeguarding requirements deriving from the applicable laws when holding the Payer’s Balance, by applying at least the following principles: Nomupay will keep the Payer's Balance separately from its own assets and operational funds and ensure that the Payer’s Balance is protected in the event of Nomupay insolvency or any other adverse financial circumstances; and unless Payer‘s Funding Account has already been opened as a safeguarding account, the Payer’s Balance will be transferred to a designated safeguarding account held with a credit institution no later than by the end of the following business day as from the moment the funds were received on the Payer’s Funding Account.
2.10. Nomupay shall disburse Payer’s funds through the Mass Payout Services in accordance with the Payer’s instructions and provided details, including, but not limited to: full legal name, payment account number, address, business registration number, and any other relevant identifying information. The Payer acknowledges and agrees that the provision of clear, accurate, and complete payment instructions is a sole responsibility of the Payer. The Payer shall immediately notify Nomupay of any errors or omissions in the instructions it provides to Nomupay, promptly correct any such errors or omissions, and pay all associated costs, if any. The Payer shall bear all liability for any errors, omissions, or inaccuracies in the instructions provided, and Nomupay shall not be held liable for any resulting issues, delays, or disputes arising from such incorrect or incomplete instructions. The Payer acknowledges that the Payment amount may only be given in the Base Currency together with a supported settlement currency, if different, which will incur currency conversion fees as detailed in this Agreement.
2.11. The Payer expressly acknowledges and agrees that all fund disbursements through the uP Platform and Mass Payout Services shall be executed only upon the Payer’s prior consent and in accordance with the payment instructions provided by the Payer. By submitting a payout request, the Payer irrevocably authorizes Nomupay to process and transfer the specified funds to the designated Payee’s account. Once consent is given in the uP Platform, the Payout Transaction shall be final, binding and irrevocable. The Payer may revoke or modify the Payment request only if it has not yet been processed in accordance with the Section 2.16 of this Agreement.
2.12. The Payout Transaction is considered as executed by Nomupay from the moment Nomupay has performed all actions on the Payer‘s behalf to transfer the Payer’s Available Balance to the Payee based on Payer’s instructions. Under ordinary circumstances the Payout Transaction shall be settled instantly or with the following SEPA payment clearing cycle as from the execution of the Payout Transaction by Nomupay. For clarification purposes, Nomupay shall process Mass Payouts Transactions in accordance with the following maximum timeframes:
a. SEPA and Domestic Euro Transactions: Payment orders received before 13:00 CET on a business day: the amount shall be credited to the Payee's account on the same business day. Payment orders received after 13:00 CET on a business day: the amount shall be credited to the Payee's account by the end of the next business day.
b. Cross-Border Euro Transactions : Payment orders received before 15:15 CET on a business day: the amount shall be credited to the Payee's account on the next business day. Payment orders received after 15:15 CET on a business day: shall be credited to the Payee's account on the business day following the next.
c. Non-Euro Transactions (Cross-Border or Domestic): Payment orders shall be credited to the Payee's account no later than 4 business days.
d. Payment orders received after the agreed cut-off time ( 13:00 CET for SEPA and Domestic Euro Transactions, 15:15 CET for Cross-Border Euro Transactions, 15:15 CET for Non-Euro Transactions) will be considered received on the next business day for the purpose of calculating processing timeframes.
2.13. Nomupay shall not be liable for delays caused by force majeure events, incorrect or incomplete payment instructions provided by the Payer, delays attributable to intermediary banks or third-party payment systems.
2.14. The Payer acknowledges and agrees that it will not receive interest or other earnings on funds held by Nomupay. The Payer hereby irrevocably transfers and assigns to Nomupay any ownership right that it may have in any interest that may accrue on such funds; provided, however, this assignment applies only to interest earned and does not apply to any principal amounts. The ownership over the principal amounts remains with the Payer until the principal amounts are actually received by the Payee in accordance with the Payer’s instructions.
2.15. Notwithstanding any limitation of liability or warranty disclaimer in this Agreement, Nomupay agrees to refund the amounts of any unauthorized Payment made by Nomupay, including any applicable fees related thereto, provided that (i) the Payer has promptly notified Nomupay of such unauthorized Payment, and (ii) The Payer has not acted fraudulently or negligently, or is not otherwise in breach of the Mass Payouts Service terms and conditions. All instructions submitted to Nomupay through the uP Platform are deemed authorizations to initiate Payments in accordance with such instructions.
2.16. The Payer may request cancellation or refund of the respective Remittance transaction under the following circumstances:
a. The Payer requests cancellation prior to Nomupay initiating the Payout Transaction, and such request has been confirmed by Nomupay;
b. The Payer has provided incorrect or incomplete transaction details (such as Payee’s information, transaction amount, or currency), and Nomupay has not yet processed the Payment transaction;
c. Nomupay did not execute the Payout Transaction yet in accordance with the Payer’s provided instructions due to an internal system or operational error.
2.17. The Payer must submit the cancellation request to Nomupay in writing (email or uP Platform), specifying the transaction reference number, reason for cancellation, and provide any supporting documentation. Such request shall be made before Nomupay initiates the Payout Transaction.
2.18. Upon receiving a notification from the Payer regarding an unauthorized or incorrectly executed Payment transaction, Nomupay shall investigate the issue and determine whether the Payment transaction in question has been already executed as per the Payer’s original instructions.
2.19. In cases where the Payment transaction is found to be unauthorized or was not processed correctly (i.e., it was processed without the Payer's consent or due to error caused by Nomupay's actions), Nomupay will initiate a full refund to the Payer within 20 business days from the determination of unauthorized execution.
2.20. As the owner of the Payer’s Unified Balance, the Payer retains the right to withdraw any available funds at any time, provided that no Payout Transactions or instructions were confirmed related to those funds to Nomupay. The Payer shall submit a withdrawal request through the uP Platform. Such withdrawals shall be transferred to the Payer’s Bank Account, as provided and maintained in accordance with the terms of this Agreement. The Payer acknowledges and agrees that all withdrawals are subject to applicable processing times, fees, and any verification procedures required by Nomupay or relevant financial institutions.
2.21. The Payer acknowledges that withdrawal transactions may be subject to fees, including but not limited to bank transfer charges, currency conversion fees, and service charges to be assumed by the Payer. Such fees shall be transparently disclosed before withdrawal execution on uP Platform. In cases where the Payer’s bank of Payer's Bank Account imposes additional fees or restrictions, Nomupay shall not be held liable for such external costs.
2.22. Payments may be requested for the purpose of paying Payees who have a contractual relationship with the Payer directly or indirectly through an authorised entity, provided that the Payer has authorised or initiated the Payout Transaction and all applicable legal and regulatory requirements are met.
III. uP PLATFORM ACCESS AND MANAGEMENT
3.1. Nomupay shall provide detailed information for the installation, configuration and usage of uP Platform to the Payer.
3.2. The Payer shall restrict access to the uP Platform and provide the access only to employees or other representatives authorized by Payer (“Authorised users”) and approved by Nomupay to use the Platform subject to the terms of this Agreement.
3.3. The Payer shall be solely responsible for protecting the Credentials that its employees or other Authorised users may be required to maintain and use in order to access and use the Mass Payout Services. Nomupay shall not be responsible for any loss, damage, or consequences arising from the Payer’s failure to properly protect the Credentials or ensure their secure use.
3.4. The Payer may request the access, removal or suspension of access for any of its Authorised users by providing written notice to Nomupay.
3.5. The Payer shall monitor and track all access to the Platform and the usage of the Mass Payout Services by its Authorised users. This includes, but is not limited to, reviewing login activity, transaction history, and other relevant records to ensure compliance with the terms of this Agreement.
3.6. The Payer shall immediately notify Nomupay of any suspicious or un-authorized access or activity detected on the Platform.
3.7. Nomupay reserves the right to suspend or terminate the Payer’s or its Authorised users' access to the uP Platform if Nomupay has reasonable grounds to believe that the Payer or/and its Authorised user has violated the terms of this Agreement, or if Nomupay suspects any fraudulent, unauthorized, or illegal activity involving the Platform on its own.
3.8. In the event of suspension or termination of access, the Payer shall remain liable and responsible for all and any obligations arising prior to such suspension or termination, including, but not limited to any pending Payment transactions.
3.9. Payer shall be responsible for procuring and maintaining its own computer hardware, software, data feeds, telecommunications, networks, peripherals and other items and services necessary for the Payer to access the uP Platfrom provided by Nomupay hereunder. Payer acknowledges that (i) Nomupay does not warrant the integrity of any third party products, and (ii) the Payer shall be solely responsible for all aspects of internet use, including any third party products.
3.10. At any time and in its sole discretion, Nomupay may modify the uP Platform to comply with pending or enacted regulatory, legal, or security requirements, or to improve the user experience.
IV. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Payer undertakes that it shall not perform any act that breach the laws of the Republic of the Lithuania including but not limited to Anti Money Laundering and Anti-Terrorism related laws and regulations, as well as the laws of any countries in which the Payer carries out its business.
4.2. Unless otherwise authorized in writing by Nomupay, the Payer shall not (and shall procure that its employees shall not) use or handle or attempt to use or handle the Mass Payout Services in a manner which is contrary to the terms and conditions of this Agreement.
4.3. The Payer fully acknowledges that Nomupay must not provide the Mass Payout Services with respect to any transaction which is prohibited by applicable laws and regulations or violates Nomupay’s internal policies, or which will result in Nomupay being considered to have breached any applicable laws. The Payer shall not use Mass Payout Services for activities prohibited under Lithuanian law, including but not limited to:
a. Payments related to money laundering, terrorism financing, or other illicit and activities.
b. Transactions involving entities or individuals subject to sanctions imposed by Lithuanian authorities, the EU, or other relevant organizations.
Nomupay retains the right to reject transactions and immediately terminate the Mass Payout Services if such prohibited activities are identified or suspected.
4.4. The Payer will provide Nomupay information about the Payees, the Payment, and anything in relation to the provision of the Mass Payout Services as requested by Nomupay from time to time. Nomupay has the right to refuse to provide the Mass Payouts Services with respect to any transactions which are contrary to law or public policy, and the Payer will indemnify Nomupay for any damages, losses, and liabilities that Nomupay may suffer arising from or in connection with such transaction.
4.5. The Payer shall ensure that all necessary supporting documentation for each Payment transaction is collected and maintained, including, but not limited to, legal documents that verify the legitimacy of the Payment.
4.6. In accordance with its anti-money laundering, anti-fraud, and other compliance policies and practices, Nomupay may impose reasonable limitations and controls on Payer’s ability to utilize the Mass Payout Services, including, but not limited to:
a. setting maximum transaction limits, thresholds, or caps and geographic or jurisdictional restrictions;
b. Requiring pre-approval for specific types of Payment transactions or Payees;
c. Temporarily suspending or permanently terminating access to Payment services in cases of non-compliance or suspicion of unlawful activities
4.7. In order for Nomupay to fulfill its obligations and comply with applicable laws and regulations, the Payer shall, upon reasonable request by Nomupay, provide accurate and complete information, including but not limited to transaction details and supporting documentation, on a timely basis. The Payer authorizes Nomupay to disclose such information to regulatory authorities, banks, or other relevant institutions for examination, verification, and compliance purposes, as necessary.
4.8. In compliance with Lithuanian regulations, Nomupay shall report any suspicious activities identified during the provision of Mass Payout Services to the Financial Crime Investigation Service (FCIS) or other relevant authorities. The Payer shall cooperate fully with Nomupay by providing any information or documentation required to support such reporting and ensure adherence to anti-money laundering (AML), counter-terrorism financing (CTF), and other applicable regulatory requirements.
4.9. Notwithstanding anything contained in this Agreement, Nomupay makes no warranty to the Payer, express or implied, with respect to the Mass Payout Services, whether of merchantability, or of fitness for any particular purpose, or of any other type or kind whatsoever.
4.10. Nomupay does not represent or warrant that:
a. access to and use of the Mass Payout Services will be secure, timely, uninterrupted, or error-free or operate in combination with any hardware, software, system, or data provided by any third parties;
b. the Mass Payout Services (including any data or information transmitted through Nomupay) will be accurate, up-to-date and free of errors, defects or omissions.
4.11. The Payer shall not assign, transfer, subcontract, or delegate any of its rights, interest or obligations under this Agreement or any part thereof without the prior written consent of Nomupay, which may be given on such terms and subject to such conditions as Nomupay may require. Notwithstanding any consent given by Nomupay for any such assignment, transfer, subcontracting or delegation, the Payer shall remain solely responsible to Nomupay for observing and complying with and the due performance of all the duties, obligations, undertakings, warranties, and covenants of the Payer set out in this Agreement.
4.12. Nomupay shall be entitled to assign, transfer, subcontract or delegate any of its rights, interest or obligations under this Agreement by written notice to the Payer.
V. FEES
5.1. Payer shall pay Nomupay the fees for the Mass Payouts Services as set out in the Annex No. 1 of this Agreement. These fees are exclusive of all taxes (including, but not limited to VAT, if applicable). Payer shall determine what, if any, taxes, tariffs, duties and other charges or assessments are imposed or levied by any government or governmental agency in connection with this Mass Payouts Service Schedule and assess, collect, report, or remit accordingly. The Payer shall ensure the timely collection, reporting, and remittance of such taxes, as required by applicable law.
5.2. Nomupay reserves the right to adjust the fees for the Mass Payout Services with prior written notice to the Payer no later than 2 months prior to any changes or intended fee adjustments with an updated Annex 1 (Fee and Commission List). Such notice will be included with detailed information on the following: the specific changes to the fees (including the amount and type of fees being adjusted), the reasons for the fee changes and any changes to the terms and conditions of the services, the new fee amounts and the effective date of these changes. The Payer’s continued use of the Services after the effective date of any such changes shall be deemed conclusive acceptance of the revised terms and/or fees.
5.3. If a Mass Payout Service involves currency conversion, the Payer will see an indicativeexchange rate on the uP Platform before confirming the Payment request. After the confirmation, the Payer will see the applied exchange rate to the transaction on the uP Platform. The applied exchange rate will be determined based on prevailing market rates depending on the market rates applicable at the time the [transaction] is executed. The Payer acknowledges that exchange rates fluctuate and may change without prior notice. Favorable rate adjustments may be applied at Nomupay’s discretion. Any fees borne from currency conversion will be paid in Base Currency.
5.4. The Payer shall remit payment of all applicable fees to Nomupay in the manner and within the time frame specified in this Agreement. Failure to remit timely payment may result in suspension or termination of the Payer’s access to the Mass Payout Services.
5.5. In the event that the Payer fails to pay any amounts due under this Agreement and the table set out below by the specified due date, Nomupay shall be entitled to charge interest on the overdue amount. The interest shall accrue at the rate of 0.08 % per each unpaid day from the due date until the payment is received in full.
5.6. All fees paid by the Payer for the Mass Payout Services are non-refundable, except as expressly provided in this Agreement or required by applicable law.
5.7. If Payer owes Nomupay any amounts under this Agreement, Nomupay may, in its sole discretion and without notice to Payer, set off these amounts against any amount that Nomupay owes Payer, debit the Payer’s funds held by Nomupay (including those in the Funding Account) for these amounts, or deduct these amounts from any amounts Nomupay owes Payer hereunder.
a. Any Nomupay Group Company shall have an automatic right, at any time and without prior notice, to set off, appropriate, and apply any amounts owed by Payer (or any other non-Nomupay Group Company party) to any Nomupay Group Company under this Agreement against any amounts owed by any Nomupay Group Company to Payer (or such other party) under this Agreement or any other agreement, whether such obligations are present or future, liquidated or unliquidated.
b. Where amounts subject to set-off are denominated in different currencies, Nomupay Group Companies may convert either amount at a commercially reasonable exchange rate determined by them.
c. This right of set-off shall survive termination of this Agreement and continue until all mutual obligations between the parties are fully discharged.
VI. INTELLECTUAL PROPERTY RIGHTS
6.1. The Payer acknowledges and agrees that all Intellectual Property Rights relating to the Mass Payout Services, whether existing prior to this Agreement or created by Nomupay in relation to the discharge of their obligations under this Agreement, shall at all times remain or be the property of Nomupay.
6.2. Nomupay grants to the Payer, during the term of this Agreement, a limited, non-exclusive and non-transferable licence to use the Intellectual Property Rights relating to the Mass Payout Services solely for the purposes set out in this Agreement.
6.3. The Payer represents and warrants that it has the right to grant, and hereby agrees to grant Nomupay, during the term of this Agreement, a limited, non-exclusive and non-transferable licence to use any of the trademarks in any marketing and publicity activities and/or material relating to the Mass Payout Services.
6.4. The Payer shall indemnify and hold harmless Nomupay from and against all costs, damages, claims, actions, expenses or liabilities incurred by or imposed upon Nomupay, with respect to or arising out of or in connection with any claim by any third party or any person relating to any breach (or alleged breach) of any Intellectual Property Rights, except to the extent that such costs, damages, claims, actions, expenses or liabilities are caused by any negligence or wilful act or omission of Nomupay.
VII. DATA PROTECTION REQUIREMENTS
7.1. Each Party, acting as an independent personal data controller, ensures and confirms that it has a valid legal basis for the processing of Personal Data for its own processing activities and within its respective area of responsibility.
7.2. The Payer shall only transmit or make available to Nomupay through the Mass Payout Services uP platform or systems such Personal Data for which the Payer has a valid legal basis under the EU General Data Protection Regulation (2016/679) (“GDPR”) and the Law on Legal Protection of Personal Data of the Republic of Lithuania.
7.3. Each Party shall be responsible for fulfilling its respective obligations to provide personal data subject with information regarding the Processing of their Personal Data, as required under GDPR and the Lithuanian law. Both Parties declare that, to the best of their knowledge, they process Personal Data in adherence to the requirements of GDPR and the Law on Legal Protection of Personal Data of the Republic of Lithuania.
7.4. The Payer acknowledges its responsibility to ensure compliance with data protection regulations when authorising, initiating and using the Mass Payout Services and confirms that it will only provide Nomupay with instructions for the processing of Personal Data that are in full compliance with GDPR and Lithuanian laws. Such instructions must align with the agreed-upon scope and purpose of data processing as outlined in this Agreement and Data Privacy Policy of Nomupay.
7.5. Each Party shall take all commercially reasonable steps to ensure that the Personal Information is protected against misuse and loss, or unauthorized access, modification or disclosure and shall promptly notify the other Party any loss of, or any unauthorized disclosure of or access to, the Personal Information. Each Party may retain records of Transaction for complying with applicable laws and internal compliance requirements.
VIII. LIMITATION OF LIABILITY AND INDEMNIFICATION
8.1. The Payer shall be fully and solely liable for any losses, damages, penalties, fines, or other financial liabilities arising out of or in connection with the Payer’s actions or omissions under this Agreement, including but not limited to:
a. Breaches of contractual obligations of this Agreement;
b. Violations of applicable laws and regulations, including but not limited to tax obligations, anti-money laundering (AML) requirements, and data protection laws;
c. Failure to provide accurate, complete, and timely information or documentation required by Nomupay for the provision of Mass Payout Services.
8.2. The Payer shall be fully liable for any penalties, fines, or other losses (both direct and indirect) that Nomupay is required to pay to any third parties as a result of the Payer’s improper performance or failure to perform its obligations under this Agreement, including but not limited to violations related to Mass Payout Services.
8.3. In the event that the Payer’s funds held by Nomupay (including those in the Funding Account) are insufficient to cover penalties, losses, or any other financial liabilities, the Payer agrees to reimburse Nomupay for such amounts within seven (7) calendar days to the bank account specified by Nomupay.
8.4. Nomupay shall not be liable in any way, for any claims, liabilities, expenses, costs, loss or damage of whatever nature brought against, suffered or incurred by or caused to the Payer howsoever due to or arising out of or in connection the Payer’s actions and obligations to any other persons details of its bank account, user name and password information, or for carelessly retention of passwords, or in the case of any other person obtaining such information or in the case of dishonesty of the Payer.
8.5. Nomupay's liability for direct losses resulting from a breach of this Agreement shall be limited to direct losses only and shall not exceed a total maximum cap of 3,000 EUR. However, as an exception, if direct losses occur due to the incorrect execution of payments solely caused by Nomupay's actions (excluding false or incorrect instructions provided by the Payer, any third party, or circumstances beyond Nomupay's control or actions), Nomupay shall compensate for all such direct losses in full, without limitation.
8.6. Nomupay shall not be liable for any indirect losses, including but not limited to loss of profit, business, reputation, or goodwill, unless otherwise required by applicable law. However, for any indirect losses caused by delayed payments, Nomupay shall be liable at a rate of 0.02% of the delayed amount per each day of delay, subject to a total maximum cap of 3,000 EUR. Under no circumstances shall Nomupay’s liability for indirect losses (including, but not limited to delayed payments) shall exceed this limit.
8.7. The Parties agree that any provision of this Agreement attempting to exclude or limit civil liability for damages caused by the intentional actions or gross negligence shall be deemed invalid and unenforceable. Nothing in this Agreement shall be construed as limiting or excluding liability of either Party for any personal injury, loss of life, or non-material damage or any other liability which applicable laws prohibit from being limited or excluded by contract.
8.8. The Payer agrees to, at its sole cost and expense, indemnify, defend, and hold harmless Nomupay and its affiliates, officers, directors, shareholders, agents, and employees against any and all cost, claims, suits, actions, demands, damages, liabilities, expenses (including reasonable fees and disbursements of counsel), judgments, settlements and penalties of every kind (collectively “Losses”) in connection with:
a. any breach by the Payer of any provision contained herein;
b. any failure of the Payer to comply with all applicable laws in connection with the Mass Payout Services provided hereunder;
c. any violation or claimed violation of a third party’s rights, including intellectual property rights in connection with the Mass Payout Services; or
d. the negligent or intentionally wrongful acts or omissions of the Payer, its employees, agents, subcontractors, or its other representatives.
IX. CONFIDENTIALITY
9.1. During the term of this Agreement and for an indefinite period following its termination, both the Payer and Nomupay agree to maintain the confidentiality of any and all confidential information disclosed by the other Party. This includes, but is not limited to, any commercial, business, financial, operational, or technical information, as well as any details concerning pricing, payment procedures, clients, client data, payment transactions, or any other sensitive data that may have come to light during the course of this Agreement. Neither Party shall disclose, share, or use any such confidential information for purposes other than the performance of this Agreement, and shall take all reasonable measures to protect such information from unauthorized access or disclosure.
9.2. The scope of confidential information includes any data, documents, or communications, whether in written, electronic, verbal, or other form, relating to the Party’s business, operations, or financial activities. This also applies to any proprietary methods, systems, processes, or business strategies related to the Mass Payout Services provided under this Agreement, as well as any data related to transactions, clients, or partners.
9.3. If the Payer has any uncertainty as to whether certain information is considered confidential, the Payer shall treat such information as confidential and shall not disclose it to any third party until written confirmation is received from Nomupay, stating that the information is not subject to confidentiality obligations. This precaution ensures that the Payer remains in compliance with the confidentiality requirements throughout the term of the Agreement and even after its expiration.
9.4. The confidentiality obligations set forth herein shall not apply to information that:
a. Was already in the public domain at the time of disclosure or subsequently enters the public domain through no fault of the receiving Party;
b. Was lawfully received from a third party without any breach of confidentiality obligations;
c. Any disclosure made in confidence to professional consultants or to an affiliate of the Party, provided that such disclosure is made in confidence and that each person to whom such disclosure is made has given an undertaking on the same terms as this Sectionl
d. Is required to be disclosed by law, regulation, or court order, provided the Party intending to disclose promptly notifies the other Party, allowing them to seek protective measures if appropriate.
9.5. The obligations contained under this Section of the Agreement (Confidentiality) shall endure after the termination or expiry of the Term without any limit in time, unless and until the information no longer qualifies as confidential due to the exceptions noted above.
X. TERMINATION OF AGREEMENT
10.1. The Parties may mutually agree to terminate this Agreement and the termination shall take effect on the date agreed upon by both Parties.
10.2. Nomupay may terminate this Agreement by providing written notice to the Payer via email at least sixty (60) calendar days prior to the effective date of termination, unless immediate or earlier termination is required by the law.
10.3. Nomupay may terminate this Agreement with immediate effect, without prior notice, if:
a. The Payer fails to comply with any material terms or obligations under this Agreement;
b. The Payer becomes subject to bankruptcy or insolvency proceedings or any other legal or regulatory procedure that impacts its ability to perform its obligations;
c. Nomupay becomes aware of any fraudulent, illegal, or suspicious activities related to the Payer's use of Mass Payout Services;
d. The Payer’s actions or omissions may put Nomupay’s regulatory compliance at risk, including non-compliance with anti-money laundering (AML), combating the financing of terrorism (CFT), or other relevant laws and regulations;
e. The Payer violates any applicable laws or regulations, including those set forth by Lithuanian authorities or the European Union, which govern the provision of payment services.
10.4. The Payer may terminate this Agreement with 30 (thirty) calendar days' written notice to Nomupay unless immediate or earlier termination is required by law. Upon termination, the Payer is obliged to settle all outstanding amounts and obligations to Nomupay.
10.5. Upon termination of this Agreement, the Payer shall immediately cease using the Mass Payout Services provided by Nomupay and remove or return all information and data related to the Agreement and Mass Payout Services.
10.6. Termination of this Agreement shall not affect any rights, obligations, or liabilities accrued prior to the termination date. The Payer remains liable for any fees, penalties, or charges incurred up to the termination date.
10.7. Nomupay shall refund any amounts owed to the Payer, subject to any deductions for outstanding fees or liabilities, in accordance with the terms of the Agreement.
XI. KEEPING OF RECORDS
11.1. Nomupay shall retain all records related to financial transactions, identity verification, and contractual agreements in accordance with applicable legal and regulatory requirement.
11.2. Register data shall be stored in paper or electronic form for 8 (eight) years from the date of termination of transactions or business relationships with the Payer.
11.3. Copies of the identity documents of the Payer, the identity data of the beneficial owner, the identity data of the beneficiary, direct video streaming/direct video broadcasting recordings, other data received at the time of establishing the identity of the customer and account and/or agreement documentation (originals of the documents) must be stored for 8 (eight) years from the date of termination of transactions or business relationships with the Payer.
11.4. Business correspondence with the Payer must be stored in paper or electronic form for 5 (five) years from the date of termination of transactions or business relationships with the Payer.
11.5. The documents confirming a monetary operation or Payment Transaction and data or other legally binding documents and data related to the execution of monetary operations or conclusion of transactions must be stored for 8 eight years from the date of execution of the monetary operation or conclusion of the transaction.
11.6. Records of the results of the investigation of complex or unusually large transactions and unusual patterns of transactions shall be stored for five years in paper or electronic form.
11.7. Time limits for storage may be extended by up to 2 (two) additional years upon a reasoned instruction from a competent authority. Additionally, if any law prescribes longer retention periods or if amendments to the law establish extended record-keeping requirements, Nomupay shall comply accordingly.
11.8. Any data not explicitly specified in this section of this Agreement shall be stored in accordance with applicable legal and regulatory requirements. Nomupay shall ensure compliance with all relevant laws governing data retention and implement necessary measures to meet any updated or additional obligations as required by the applicable laws.
XII. OTHER PROVISIONS
12.1. This Agreement shall enter into force on the date it is signed by both Parties. At the time of signing, the Parties acknowledge and agree that the Payer has complied with all requirements and pre-conditions set forth in this Agreement in order to start using the Payment Services.
12.2. By signing this Agreement, the Parties acknowledge and confirm that the specific requirements and pre-conditions for the Payer's approval for the provision of Mass Payouts Services were determined on an individual basis and communicated to the Payer via email prior to the submission of their application and this Agreement. These measures were undertaken to facilitate the preparation of this Agreement. The verification and approval process for the Payer was successfully completed, and the Payer was granted the necessary functionality, including the access to uP Platform and other facilities.
12.3. This Agreement embodies all the terms and conditions agreed upon between the Parties as to the subject matter of this Agreement and supersedes and cancels in all respects all previous agreements and undertakings between the Parties with respect to the subject matter hereof, whether such be written or oral.
12.4. This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Lithuania. The Parties irrevocably and unconditionally agree to submit to the exclusive jurisdiction of the Republic of Lithuania courts.
12.5. Prior to initiating legal proceedings, the Payer shall first seek to resolve the dispute through pre-trial resolution with Nomupay by submitting a written claim within 30 calendar days from the date of the alleged violation. The Payer is required to provide a detailed written claim, supported by relevant and comprehensive evidence that substantiates the claim and the Payer’s demands. Nomupay shall review the claim and provide a response within 15 calendar days, at no cost to the Payer.
12.6. Where the Payer believes that Nomupay has infringed his rights or legitimate interests relating with the financial services provided by Nomupay and/or contracts concluded with Nomupay, the Payer may submit the claim to the Bank of Lithuania as the supervisory authority. The Payer may it submit by the following: a. written complaint submitting to the post-box of the Bank of Lithuania by address Totorių g. 4 from Monday till Thursday from 8:00 till 17:00 and on Friday from 8:00 till 15:45; b. by sending the letter to address Totorių g. 4, LT-01121 Vilnius or Žalgirio g. 90, LT-09303 Vilnius; c. by sending an e-mail to info@lb.lt
12.7. Neither Party shall be responsible for any failure to perform any of its obligations under this Agreement if such failure is due to any circumstances outside its control which renders the performance of such obligation under this Agreement impossible or delays such performance, save that the occurrence of any such circumstance shall not excuse the Parties from the performance of their payment obligations under this Agreement. Such circumstances shall include acts of god, war, riots, strikes, protests, terrorism, explosions, abnormal weather conditions, natural disasters, epidemics, fire, flood, strikes, lock out, government action, failure of equipment or telecommunications circuits, technological issues, accidents and shortage of materials from manufacturing facilities (“Force Majeure Event”). If such circumstances continue for more than 30 days, either Party shall have the right to terminate all or any part of this Agreement by written notice.
12.8. Each Party shall obtain and maintain in force, all licences, consents, and approvals which may be necessary for the purposes of carrying out their respective obligations under this Agreement.
12.9. Each Party shall bear all costs incurred by it in connection with the preparation, negotiation, and entry into of this Agreement.
12.10. Should any provisions of this Agreement be or become invalid, this shall not affect the validity of the remaining provisions of the Agreement. In this case the Parties to the Agreement undertake to replace the invalid provision with a provision which comes as close as possible to the economic and legal effect of the invalid provision.