TESLAPAY TERMS OF SERVICE
For Business Accounts
These Terms of Service is legal agreement (the “Agreement”) between private limited company TeslaPay (legal entity code 304715528) of Lithuania and the Client of terms of TeslaPay services. This Agreement is adopted in accordance to the laws of the Republic of Lithuania and the European Union governing the issuance and redemption of electronic money and the provision of payment services.
1.1. App – the mobile application software, the data supplied with the software and the associated media.
1.2. Balance – any amounts held in Client’s TeslaPay Account.
1.3. Business Day – a day other than a Saturday, Sunday or a public holiday in Lithuania when financial institutions in Lithuania are open for business.
1.4. Business Hours – TeslaPay business hours, 09:00 am to 17:30 pm (Lithuania’s time zone).
1.5. Client – the legal entity who has registered in the Company System and created TeslaPay Account.
1.6. Client Account / TeslaPay Account/ Account – account or multicurrency account (if it is available), opened in the TeslaPay System and used to make payments and other Payment Operations for business needs in the name of the Client.
1.7. Company / TeslaPay – Private Limited company TeslaPay (UAB TeslaPay), registered at J. Jasinskio g. 16, 03163 Vilnius, Lithuania, legal entity code 304715528, which is a licensed electronic money institution holding the electronic money institution’s license No 37 issued by supervisory authority – Bank of Lithuania (identification code 188607684, www.lb.lt/en) on 25 July 2018.
1.8. Customer Support – TeslaPay customer support, which can be reached by sending a message through the “Contact Us” facility on the Website, Personal Area or by emailing TeslaPay at [email protected] or via any other means of communication provided by TeslaPay.
1.9. Electronic money – the money transferred to and held on the TeslaPay Account for execution of Payment Operations and expressed by its monetary value.
1.10. Fees – the charges payable by the Client to the Company for a Payment Operation and/or related Services.
1.11. Linked User – natural person added to the TeslaPay Account by the Client of TeslaPay Account.
1.12. Payee – a natural or legal person indicated by the Client in the Payment Order as a recipient of the Payment Operation.
1.13. Payment Order – an order from the Client or the Payee to their payment service provider to execute the Payment Operation.
1.14. Payment Operation – a money transfer, payment or withdrawal initiated by the Client or a Payee.
1.15. Payment Plan – the maintenance and administration fee Client selects according to price list and has to pay for the period of 30 (thirty) calendar days for using Services.
1.16. Parties – TeslaPay and the Client.
1.17. Personal Area – TeslaPay internet banking website accessible via https://my.teslapay.eu or in-App area if App is available specifically designed for TeslaPay existing Clients where TeslaPay provides the Services to the Clients.
1.18. Prepaid Card – payment card for billing and cash withdrawals, which may be ordered by a separate Client’s order through a separate agreement with TeslaPay and the card service provider if Prepaid Card service is available.
1.20. Services – all TeslaPay products, services, content, features, technologies and functions offered by TeslaPay and all related websites, applications.
1.21. System – a software solution developed by TeslaPay or its partners’ solutions and used for provision of TeslaPay Services (e. g. Account, etc.).
1.22. Website – any webpage, including but not limited to teslapay.eu, www.support.teslapay.eu where TeslaPay provides information about the Services to the Client.
2. SCOPE OF THE AGREEMENT
2.1. These Terms of Service is a legal agreement (hereinafter “Agreement”) between Client and TeslaPay. For the use of additional services, Client may have to accept additional terms and conditions as notified to the Client when Client ordering or using such services.
2.2. This Agreement determines the main terms and conditions between Client and TeslaPay when the Client registers in the TeslaPay System, opens an Account and uses Services provided by TeslaPay.
2.3. The Client shall be entitled to use Client Account only for business needs. The Client cannot use Services to test prepaid card, money transfers behaviors. Any other use will be considered as a material breach of the Agreement and it will be terminated by the TeslaPay.
2.4. The Client responsible for configuring their information technology, computer programs and platform in order to access our Services, open Account, use an App and other.
3. OPENING AN ACCOUNT
3.1. Under the Agreement, the TeslaPay Account is opened with the Company for an indefinite period. The Client may open their TeslaPay Account with the Company according to the Fees that may apply.
3.2. In order to use TeslaPay Services the Client must open the Client Account in the System and provide their details as prompted to start using Services.
3.3. The Account is opened after the Client has paid onboarding Fee which is listed here here and registered in the System and only for the Client whose identity as company representative was duly verified by the Company and all documents received and approved by the Company.
3.4. The Onboarding Fee is non-refundable if the Account is not opened due to the Client’s fault or TeslaPay refusal.
3.5. All information the Client provide to TeslaPay must be complete, accurate and truthful. The Client always must inform and update this information whenever it changes, TeslaPay cannot be responsible for any financial loss arising out of Client’s failure to do so. TeslaPay has right to ask the Client at any time to confirm the accuracy of their information and/or provide additional supporting documents.
3.6. Upon agreeing with the Terms of Service, Client hereby irrevocably authorize TeslaPay to request any information and documents, regardless of its form, related to Clients identification and verification (including, without limitations, a copy of Clients representatives (e.g. CEO, COO, CFO, etc.) name and personal details (date of birth, nationality), details of ultimate beneficial owners (natural persons) and percent of shareholding, details of authorized share capital, full names of the members of the Board of Directors, any other documents and data) from the Client and/or any Registry, credit institution or a financial institution who has or had identified it, or has or had a business relation with the Client.
3.7. The Client undertakes to provide TeslaPay all information and documents required to verify their identity in case additional review is required for security or other reasons. This also applies to any parties involved in transaction, for example, Clients recipient, Linked User etc.
3.8. In order to perform an identification procedure TeslaPay has the right to demand from the Client to provide original documents or their copies or copies of documents certified by an authorized person by the law.
3.9. The Client complies with any request from TeslaPay for further information and provides such information in a format acceptable to TeslaPay. If the Client does not provide additional information which is requested, TeslaPay may not provide its Services to the Client.
3.10. All activities under TeslaPay Account shall be deemed as activities carried out by the Client as registered user. The Client shall only use the Services to transact on its own Client Account and not on behalf of any other person or entity.
3.11. The Client may open one TeslaPay Account. Where duplicate accounts are detected, TeslaPay may close or merge these duplicate accounts at its sole discretion, if not indicated differently in the Payment Plan selected by the Client.
3.12. By opening TeslaPay Account the Client confirms and warrants that opening and usage of TeslaPay Account does not violate Client’s Articles of legal entity, the legal rights of third parties, also does not violate any laws or regulations applicable to the Client and all necessary decisions have been taken. By accepting terms of this Agreement, the Client undertakes to indemnify TeslaPay against any losses TeslaPay incurs in connection with the Client’s breach of obligation.
3.13. By opening Client Account, the Client confirms and warrants that Account shall be opened by a duly authorized representative of the Client who is authorized to open and use the Account on behalf of the Client.
3.14. The Client must inform TeslaPay in case of change of any submitted information and circumstances relevant to the provision of Services by TeslaPay. Such information includes but is not limited to change the Client’s name, residence/location address, company’s representative details, company’s beneficial owner, their personalities, nature of business, place of tax residence and taxpayer’s number etc. The TeslaPay has right to suspend its Services to the Client and (or) will not be responsible on the quality of Services if the Client does not notice TeslaPay about changes noted above.
4. USE OF ACCOUNT
4.1. The funds held on the Client Account are considered as Electronic Money in accordance with the Law on Electronic Money and Electronic Money Institutions of the Republic of Lithuania, Law on Payments of the Republic of Lithuania and other applicable laws. Once the Client transfers or deposits money to the Client Account, the Company issues Electronic Money at the nominal value of the Client’s transfer or deposit. Subsequently, the Company credits the Electronic Money to the Client Account. Client Account allows to hold, send, receive or redeem Electronic Money at its nominal value.
4.2. All Electronic Money funds of Client are held in segregated bank account or accounts. The Client shall retain the ownership of the funds transferred for the issuance of Electronic Money. Electronic Money is held separately from TeslaPay own funds and cannot be used by TeslaPay for operational purposes and are unavailable to general creditors in the unlikely event of TeslaPay ceasing to operate or becoming insolvent.
4.3. The Client confirms understanding that TeslaPay Payment Account is not bank account, by accepting this Agreement, Client acknowledge that the Lithuanian deposit guarantee scheme does not apply to their TeslaPay Account.
4.4. TeslaPay Account in addition to other functionalities, enables Client to execute SEPA payments, convert currency and execute SWIFT payments, if such service is available in Personal Area.
4.5. The currency exchange rates are published in Personal Area and/or on the Website. The currency is changed based on the currency exchange rates valid at the moment of conversion.
4.6. TeslaPay Services include:
4.6.1. sending bank transfers to other bank accounts or payment service provider’s accounts either in the form of SWIFT/SEPA transfers and (or) local bank transfers where applicable and available;
4.6.2. receiving bank transfers to the TeslaPay Account from other banks’ or payment service providers’ accounts;
4.6.3. exchange of currency in the TeslaPay Account;
4.6.4. money transfers between TeslaPay users;
4.6.5. payment operations using prepaid cards.
4.7. The Client may hold Electronic Money in any currencies which are supported by TeslaPay.
4.8. Before using TeslaPay Account the Client must be authorized by the Client authenticating using personalized security features.
4.9. The Client Account may be subject to upload, payment and withdrawal limits, depending on the country of residence of the Client, the verification status of Account and other factors used by TeslaPay to determine such limits from time to time at our sole discretion.
4.10. It is strictly prohibited to use Client Account for the funds obtained as a result of criminal activity or use the Services/Account for any illegal purposes, including but not limited to, fraud, money laundering and/or terrorist financing in such case TeslaPay will report any suspicious activity to the relevant competent authority immediately.
4.11. The Client may be given the right to authorize third parties (Linked Users) to access Client’s TeslaPay Account, including authorizing them to initiate payments from TeslaPay Account. The Client acknowledge that if Client authorize Linked User to access Client’s TeslaPay Account, TeslaPay may disclose certain information about TeslaPay Account to this third party. TeslaPay is not responsible for any such Linked User’s use of Client’s TeslaPay Account or any information in TeslaPay Account. Granting permission to a Linked User does not relieve Client of them responsibilities under this Agreement, it is the Client’s responsibility to ensure that Linked User complies with this Agreement.
4.12. Any acts or procedures performed by the Linked User shall be deemed to have been performed by the Client for the meaning and purposes of this Agreement. The Linked User must be 18 years or older.
4.13. All transactions of the Client (including current balance, money that have been uploaded, received, sent, withdrawn or exchanged) are recorded in the operation history section in Personal Area. The Client may access this information after logging in to Personal Area.
4.14. The Client agree and accept all the risks associated with maintaining balances in multiple currencies including any risks associated with fluctuations in the relevant exchange rates over time. The Client undertakes not to use TeslaPay Services for speculative trading.
4.15. The Client undertakes to always have a zero or positive Balance in their TeslaPay Account. If Client’s TeslaPay Account goes into a negative balance as a result of a chargeback, reversal of a transaction, deduction of fees or any other action carried by the Client, the Client undertakes to repay the negative balance immediately without any notice from TeslaPay. The TeslaPay may take reasonable actions to recover the negative balance from Client, for example, TeslaPay may use a debt collection service (lawyers etc.) or take further legal actions and charge Client for any costs TeslaPay may incur as a result of additional collection efforts. The Client agrees to fully pay such costs for TeslaPay.
4.16. If the Client delays to cover negative balance amount due hereunder, the Client shall pay to TeslaPay a default interest at the rate of 0.05 percent of past due amount for each day of delay. The Client agrees and confirms that TeslaPay is entitled to refund the negative balance in Client’s TeslaPay Account and deduct the default interest from any funds in TeslaPay Account without special consent of the Client.
5. TOPPING UP THE ACCOUNT
5.1. To upload money to TeslaPay Account the Client needs to log in to Personal Area and follow the steps as they appear on screen.
5.2. If TeslaPay has reasonable doubts regarding legality or origin of the money TeslaPay may request the Client to provide justification of the money and refuse to upload money until TeslaPay is convinced of the legality of the origin of the money. Client must provide any such information requested by TeslaPay within 3 (three) Business Days. If failed to reply, TeslaPay may refuse any Payment Operation used to top up the Account and/or notify appropriate institutions.
5.3. The Client can receive money to their TeslaPay Account from other TeslaPay users (Clients) and other banks or payment service providers.
5.4. The Client agrees that TeslaPay has the right to unilaterally replenish or change the method for topping up TeslaPay Account, as well as to impose additional authorization measures for topping up Client Account.
5.5. The Client understands that they are responsible for the accuracy and completeness of the payment details entered for the purpose of topping up TeslaPay Account and agrees that in no event TeslaPay be held liable for any losses the Client may incur as a result of inaccurate payment information.
5.6. The Client understands and accepts that TeslaPay is not responsible for the money which Client has uploaded until TeslaPay has received it to TeslaPay clients’ funds bank account.
5.7. The Client understands and accepts that the Client’s bank or payment services provider may apply fees for executing a transfer to TeslaPay clients’ funds bank account.
5.8. The Client understands and accepts that TeslaPay will not be responsible for the term within which the funds will be credited to TeslaPay clients’ funds bank account.
5.9. If the Client selected an uploading money method which gives them chargeback rights, the Client promise that they will only exercise this chargeback right if TeslaPay have violated this Agreement or there was an unauthorized use of the Client’s payment instrument.
5.10. If the Client wants to top up TeslaPay Prepaid Card, TeslaPay credit the money to Client’s Prepaid Card as soon as possible subject to its right of reversal. This means if the actual amount Client intended to top up does not reach TeslaPay within a reasonable time, TeslaPay may deduct such amount from Client’s TeslaPay Account. If the Client does not have enough funds in TeslaPay Account for this purpose, TeslaPay can demand repayment from the Client using other methods. More detailed terms for using and topping up TeslaPay Prepaid Card will be specified in a separate agreement before ordering TeslaPay Prepaid Card.
6. PAYMENTS FROM THE ACCOUNT
6.1. In order to perform any of the payment, the Client must follow the instructions on TeslaPay Website, and for execution of payment customer must login to Personal Area. The Client may contact the Customer Support to change the payment limits.
6.2. The Client agrees that Payment Order cannot be cancelled once the funds have been converted into requested currency.
6.3. In the event, when Payment Order is initiated by the Client, it cannot be cancelled once such Payment Order is executed.
6.4. To set up internal Payment Order via Client Account, the Client must provide certain information to TeslaPay including payment amount, beneficiary’s name, beneficiary’s account details, amount to be transferred, payment details (description of the payment) and/or other required information.
6.5. To set up Payment Order via Client Account, the Client must provide certain information to TeslaPay including payment amount, beneficiary name, beneficiary’s account details (e.g. IBAN), beneficiary country and address, beneficiary bank details (e.g. SWIFT, bank name, etc.), payment details (description of the payment) and/or other required information in the Personal Area.
6.6. The Client must ensure provision of true and authentic information, data and/or documents in relation to the Payment Order. If these details are incorrect TeslaPay may not execute / may reject or execution of such Payment Order may be delayed. If Payment Order was rejected, fee for such Payment Order shall be applied as if it has been executed.
6.7. The Client must ensure that the information they provide when setting up a Payment Order is accurate. If TeslaPay had processed Payment Order in accordance with the information the Client had provided to TeslaPay, it will be considered correctly completed even if Client had made a mistake.
6.8. In case the Payment Order has been filled-in incorrectly, the Payment Operation is not executed, unless TeslaPay at its own initiative in exceptional cases corrects the Payment Order or has sufficient amount of information to determine the correctness of information to execute the Payment Order under a regular procedure.
6.9. If Payment Order made by the Client is received by TeslaPay after 5pm on a Business Day or not on a Business Day, the Payment Order will be deemed received on the following Business Day.
6.10. Each Payment Order is given a unique number and is shown in the operation history in Client Account.
6.11. TeslaPay will only process Client’s Payment Order if TeslaPay holds or had received enough cleared funds in their TeslaPay Account. The Client is responsible on funding Payment Order in a timely manner.
6.12. The payment transfer to another TeslaPay Account shall be executed instantly. The payment transfer to other Lithuania or EU Member State account shall be executed at the same business day if Payment Order is made until 12 pm (noon) and next business day if it is made after 12 pm (noon). The term of payment transfer execution may be extended up to 4 (four) business days if the Payment Order is made in currencies of non-euro area Member States. The payment transfer made to territories outside the EU/EEA countries shall be executed within 1-5 business days starting from the next day Payment Order is made. The Payment Order may not be executed or execution may be delayed if TeslaPay (i) has reasonable doubts if the Payment Order was submitted by the Client or (ii) has reasonable doubts regarding legality or content of the Payment Order.
6.13. The Client agrees that TeslaPay shall be entitled to request the Client to provide additional information (in any form) or perform certain actions to clear any doubts in relation to the Payment Order, also, to require proof the origin of Client’s funds. The Client represents and warrants that in such event, TeslaPay shall not be held liable if the Client suffers any damages in relation to delayed or declined Payment Order.
6.14. If any additional actions are required in relation to the Payment Order, the Client shall be informed about such required additional actions by message in Personal Area and/or email at which had been registered for the purpose of opening of TeslaPay Account.
6.15. TeslaPay will use reasonable efforts to ensure funds arrive at Payee’s account within the notified timeframe. The Client understands that TeslaPay does not have any control over the time it may take for the Payee’s bank or payment service provider to credit and make funds available to the Payee.
6.16. The Client agrees that TeslaPay may change the terms and/or methods of Payment Orders in accordance with technical reasons and/or payment services provider requirements and/or legal requirements.
6.17. Payment Orders before the execution must be authorized by the Client authenticating or Linked User the Payment Order.
6.18. In order to authorize the Payment Order, the Client or Linked User shall use their personalized security features following the instructions provided by TeslaPay on its Website. If the Client or Linked User fails to follow such instructions, the Client shall be responsible for any and all damages in relation thereto.
6.19. If TeslaPay is unable to complete Payment Order, TeslaPay may inform the Client and/or, if possible, TeslaPay may specify the reasons for the refusal and an explanation of how to correct any factual errors. However, TeslaPay is not required to notify the Client if such notification would be unlawful or need a specific investigation by appropriate authorities.
6.20. The Client affirms the understanding that TeslaPay shall be entitled to suspend the execution of the Client’s Payment Order if it is required under the applicable law or because of other reasons unrelated to TeslaPay, if that happens, the Client shall not be able to place Payment Order, placed Payment Orders shall not be executed.
6.21. The Client must immediately inform TeslaPay if their Client Account has been credited with the funds that do not belong to the Client and:
6.21.1. do not use such funds in any way;
6.21.2. if the such funds had been used by the Client and there are not enough funds on Client Account, the Client must not later than within 7 (seven) calendar days, credit the respective amount of funds to their Client Account;
6.21.3. in all cases, the Client undertakes to return such funds reimburse any and all cost and/or damages suffered by TeslaPay regarding reclaim of such funds.
The Client hereby irrevocably consents that (i) such erroneous funds may be deducted from Client Account without the Client’s consent; (ii) until the Client fulfils the foregoing obligation, TeslaPay shall be entitled to freeze the remaining amount of funds on Client Account and suspend execution of the Client’s Payment Orders; (iii) if the Client does not credit their Client Account with the respective amount of funds within 7 (seven) calendar days, TeslaPay shall be entitled to retract such funds in accordance with the applicable law.
7. RECEIVING MONEY
7.1. The Client can receive funds into their Client Account from other TeslaPay Clients, other banks and payment service providers. All funds received into Client Account will be recorded in the operation history section of Personal Area.
7.2. If the Client must pay for the receipt of money according to the Payer’s order TeslaPay is entitled to deduct such amount from the Client’s Account. If there is a shortage of funds in the Client Account, TeslaPay may (but is not required to) credit the required amount and cover the credited funds first from Client’s Account or may refuse to accept such payment.
7.3. The Client agrees that if TeslaPay has reasonable doubts regarding legality or origin of the received funds, TeslaPay may freeze the received funds and demand to provide data substantiating the legality of the receipt of funds.
8. WITHDRAWING FROM TESLAPAY ACCOUNT
8.1. The Client may at any time request to withdraw Electronic Money held in TeslaPay using different methods.
8.2. The Client can transfer the appropriate amount of Electronic Money from the Client Account to their bank or other payment service provider account and withdraw the cash according to the terms and fees of the respective bank/payment service provider. In such an event for Electronic Money transfer the Payment Order terms are applicable.
8.3. The Client can use TeslaPay Prepaid Card to withdraw cash from an ATM. In such event the Client must top-up physical TeslaPay Prepaid Card with appropriate amount of Electronic Money. In doing so, TeslaPay will redeem Electronic Money in Client’s Account and Client will be provided with the equivalent amount of cash. The Client will need to follow the instructions on the ATM machine for withdraw cash.
8.4. The terms and Fees for withdrawing money from ATM using physical TeslaPay Prepaid Card will be subject to a separate agreement.
8.5. Withdrawal methods are not part of TeslaPay Services, they are services provided by third parties, for example, the bank where the Client hold bank account. For the purposes of a withdrawal transaction TeslaPay are not such service provider.
8.6. When setting up withdrawal request, the Client must ensure that the information they provide is correct and complete. TeslaPay will not be responsible for money sent to the wrong recipient or wrong amount as a result of incorrect information provided by the Client.
8.7. TeslaPay shall not be liable for the loss of funds when the transfer to the TeslaPay Prepaid Card or to the Client’s bank is received.
8.8. The Client agrees that their TeslaPay Account is subject to withdrawal limits. If Client’s withdrawal request exceeds the current limit, TeslaPay may decline such request and require the Client to provide additional documents so that TeslaPay can carry out additional checks before allowing the money to be withdrawn.
9.1. By executing the Agreement, the Client undertakes to settle for TeslaPay Services provided based on this Agreement.
9.2. The Client shall pay Client Account maintenance Fee for 30 (thirty) calendar days based on the selected Payment Plan, transfer Fees of Payment Orders and other Fees with related Services. Fees and terms of Services applicable to the Client are listed here.
9.3. By executing the Agreement, the Client confirms that they had read in detail and became familiar with the applicable Fees above and respective terms of them, the Client agrees with that.
9.4. The Client agrees and confirms that TeslaPay shall be entitled to unilaterally change the applicable Fees for the Services with a written notice or notice on another durable media at least 60 (sixty) calendar days prior to the effective date of the amendments.
9.5. Maintenance Fee for Payment Plan shall be calculated for each 30 (thirty) calendar days, deducted from TeslaPay Account and shall not be refundable. The Client shall be entitled to change the Payment Plan anytime by following the instructions on Website and/or in App.
9.6. The Client agrees:
9.6.1. that if there are not enough funds in the Client Account for the Fee of Payment Plan and/or for the other recurring Fees, TeslaPay may suspend the provision of Services until enough funds are credited to Client Account to pay overdue Fees. The Client is personally liable for any resulting damage and agrees to pay TeslaPay 0.05 percent interest on each day of delay from the unpaid Fees. TeslaPay will first deduct the Clients arrears for recurring Fees and interest directly from Client’s Account when enough funds are available.
9.6.2. that TeslaPay will not execute the Payment Order placed by the Client if there are insufficient funds in the Client Account for such transaction Fees.
9.6.3. that if for whatever reason TeslaPay has not deducted Fees and other sums owed to it from Client’s Account, TeslaPay may do so at any time in the future.
9.7. The Client is responsible for any taxes which may be applicable to payments Client make or receive, and it is responsibility of the Client to collect, report and pay the correct tax to the appropriate tax authority.
10. SECURITY AND AUTHORISATION
10.1. The Client must always keep username and password of logging in to Personal Area safe and never disclose it to third parties.
10.2. It is recommended for the Client to keep Personal Area safe by following the recommendations below:
10.2.1. Change password regularly and ensure that it is not reused across other online accounts;
10.2.2. Close the App every time the Client is not using it;
10.2.3. Sign out from Personal Area after finishing of using it;
10.2.4. Complete all verification methods while logging into the System;
10.2.5. Do not let anyone access Personal Area or watch the Client accessing it;
10.2.6. Do not use any functionality that allows login details or passwords to be stored by the computer/Mobile or browser the Client is using or to be cached or otherwise recorded;
10.2.7. Keep e-mail account related with Client Account secure. The Client may reset Personal Area password using email address. Client must immediately inform Customer Support if the email address becomes compromised;
10.2.8. Contact Customer Support if anyone asks for Personal Area password.
10.3. If the Client suspects that Client Account or other personalized security features are being lost, used without their authorization, stolen, or otherwise compromised, the Client must contact Customer Support immediately, change password of Personal Area and block TeslaPay Prepaid Card. Any undue delays in notifying TeslaPay may affect the security of Client Account and result in being Client responsible for financial losses.
10.4. TeslaPay shall retain the right to restrict access to the Client Account temporary or permanent if it is required so for security reasons. The Client may be informed on such restricting.
10.5. For Security reasons the Client has no right to authorize third parties to access their Personal Area, to initiate payments from Client’s Account and/or use Client’s Prepaid Card.
10.6. If the Client has lost funds in the Account due to payment which the Client did not authorize or due to fraud, the Client must to inform immediately (not later that one calendar day) when the Client noticed that. TeslaPay will use its best efforts to suspend the payment, and/or to return the funds to the Client Account. TeslaPay shall not be liable for any loss of Client’s funds if it was result of fraud.
10.7. The Client must to ensure that Linked Users comply with all requirements of the security specified in the Agreement while uses Account and/or other Services accessible to them.
10.8. If TeslaPay is aware of security breaches TeslaPay will contact the Client within the shortest possible time, complying with specific security and regulatory requirements.
10.9. If the Client and/or Linked User does not follow the instructions of security and authorization indicated in the Agreement, the Client shall be responsible for any and all lost funds and damages in relation thereto.
11. CLOSING TESLAPAY ACCOUNT
11.1. The Client shall not pay any Fee upon termination of this Agreement, unless, less than 6 months have elapsed from the date of entry into force of this Agreement. If Client wants to close the Client Account earlier than 6 months of using Services, Client must pay applicable Fee as stated in the list of Fees on the Website.
11.2. The Client may close TeslaPay Account at any time by contacting TeslaPay Customer Support and after paying closure Fee if applicable as stated in 11.1 of this Agreement. The Client must make sure to have all their money withdrawn from Client Account and TeslaPay Prepaid Card before sending a request to TeslaPay to close an Account. More details about closing Account could be found on the Website, here.
11.3. At the time of closure, if the Client still have money in Client Account or in Prepaid Card, request to close the Account will be declined and the Client will have to contact Customer Support again once funds have been withdrawn. If the Client receives a confirmation about Account closure the Client will no longer have access to Personal Area, Client Account and any card that the Client owned related to TeslaPay Account will be blocked.
11.4. The Client has no right to close Client Account to avoid the investigation of fraud, money laundering, indebtedness and the like. If Client attempts to close Client Account during such investigation, TeslaPay may hold Clients’ funds and Client Account data until the investigation is fully completed in order to protect Client, TeslaPay or/and third party’s interest.
11.5. Before closing Client Account, TeslaPay shall be entitled to deduct from Client’s Account amount payable by the Client to TeslaPay, any and all outstanding fees, penalties, damages, losses and other amounts that TeslaPay has suffered or paid to third parties due to the Client’s fault.
11.6. The Client will continue to be responsible for all obligations related to TeslaPay Account even after it is closed.
12. PERSONAL DATA AND CONFIDENTIALITY
12.4. The Client agrees that TeslaPay shall transfer Client’s representatives and/or shareholders (natural person) Personal Data to partners (data processors), payment service providers and other third parties for the purpose of exercising TeslaPay and/or Client rights and obligations under this Agreement. The Client confirms that they have the right to give such consent to TeslaPay.
12.5. Each of Parties agree not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the other Party except: (i) to its advisors, attorneys or auditors who have a legal need to know such information, (ii) as required by law or court order (e.g. law enforcement institutions, state authorities, financial institutions, etc.).
12.6. The Client agrees that TeslaPay is entitled to record telephone conversations with the Client representatives in accordance with the law. Any data transferred via email, post and other telecommunication instruments may be deemed evidence when settling disputes between the Parties.
13. INTELECTUAL PROPERTY RIGHTS
13.1. While using Services, Client may use the TeslaPay Materials only for business use and solely as necessary in relation to those Services.
13.2. “TeslaPay Materials” include any software (including without limitation the App, developer tools, sample source code, and code libraries), data, materials, content and printed and electronic documentation (including any specifications and integration guides) developed and provided by TeslaPay or TeslaPay affiliates to the Client, or available for download from Website.
13.3. The Client using TeslaPay Services is prohibited from: (i) transfer, sublicense, loan, sell, assign, lease, rent, distribute or grant rights in the Service or the TeslaPay Materials to any person or entity; (ii) remove, obscure, or alter any notice of any of TeslaPay trademarks, or other “intellectual property” appearing on or contained within the Services or on any TeslaPay Materials; (iii) modify, copy, tamper with or otherwise create derivative works of any software included in the TeslaPay Materials; (iv) reverse engineer, disassemble, or decompile the TeslaPay Materials or the Services or apply any other process or procedure to derive the source code of any software included in the TeslaPay Materials or as part of the Services; (v) to violate the rights of TeslaPay and third parties to trademarks, copyrights, commercial secrets, and other intellectual property rights in any other way.
14. OTHER RIGHTS AND OBLIGATIONS
14.1. The Client using TeslaPay Services commits:
14.1.1. to comply with terms of Agreement, legislation and legal acts;
14.1.2. to submit any and correct information and data (in any material form) requested by TeslaPay for the purpose of provision of Services under the Agreement;
14.1.3. to pay for Services on time;
14.1.4. not to undertake any deliberate actions which could disturb the provision of TeslaPay Services to the Client or third parties or proper functioning of the System;
14.1.5. not to use TeslaPay Services for activities that may harm TeslaPay business reputation, image and brand;
14.1.6. not to access Client Account and Services from anonymous IP address (e.g. via proxy servers);
14.1.7. not to use Client Account and Services for any illegal activities (e.g. illegal trading of stocks, unlicensed lottery, etc.) and not to provide services that are prohibited by the law or contradict public order and moral principles;
14.1.8. not to use TeslaPay Account and Services for electronic currency trading systems;
14.1.9. not to use TeslaPay Account and Services for benefit of third party;
14.1.10. not to delegate Client’s rights and obligations under the Agreement to others;
14.1.11. not to have more than one Account if not separately approved by the Company;
14.1.12. not execute or receive transfers of illegally acquired funds if the Client has any doubt of their legitimacy;
14.1.13. not to make any unlawful or unauthorized use of TeslaPay System, other software or other applications;
14.1.14. to comply with other contractual obligations and act in good faith.
14.2. TeslaPay shall be entitled:
14.2.1. to deduct any fees from Client Account in accordance with the terms and conditions of the Agreement;
14.2.2. to assign contractual rights of the TeslaPay without Client’s separate consent;
14.2.3. to suspend the use of Client Account and/or other Client’s rights indicated in the Agreement or in law;
14.2.4. to request information, data and/or documents from Client and/or third party for the purpose of performance of the Agreement;
14.2.5. to limit number of Linked Users;
14.2.6. to unilaterally amend the conditions of the Agreement;
14.2.7. to impose at our sole discretion TeslaPay transaction limits, based on criteria determined by TeslaPay and that does not have to be disclosed;
14.2.8. to outsource third party service providers in order to provide Services to the Client, including, but not limited to, to execute the Client’s Payment Orders;
14.2.9. to exercise other rights under the Agreement and the applicable
15. AMENDEMENTS OF THE AGREEMENT
15.1. The Client agrees that TeslaPay is entitled to unilaterally amend the conditions of the Agreement.
15.2. TeslaPay shall inform the Client in a written notice or notice on another durable medium (e.g. Client’s registered email; notification on Personal Area) no later than prior 60 (sixty) calendar days before any amendments (incl. supplements) of terms of the Agreement.
15.3. In case the Client disagrees with any amendments the Client can terminate this Agreement immediately by sending an email to Customer Support and inform TeslaPay during the notice period. If the Client has not objected to the amendments within notice period, the Client shall be deemed to have accepted them from the first day after end of notice term.
15.4. Any amendments and supplements shall be deemed to be an integral part of the Agreement and shall have the same legal power as the Agreement.
16. SERVICES SUSPENSION AND TERMINATION OF THE AGREEMENT
16.1. The Client shall be entitled to terminate the Agreement by providing a written termination notice by email at least 20 (twenty) calendar days in advance. The TeslaPay shall be entitled to terminate the Agreement by providing a written termination notice by email at least 60 (sixty) calendar days in advance.
16.2. TeslaPay shall have the right to terminate the Agreement by providing a written termination notice by email at least 30 (thirty) calendar days in advance if:
16.2.1. The Client poses too high risk of any illegal or unlawful activities, money laundering and/or terrorist financing;
16.2.2. bankruptcy proceedings are initiated against the Client at any stage and/or there are reasonable doubts about the Client’s solvency;
16.2.3. the Client failed to submit necessary information required by TeslaPay;
16.2.4. the activities or any actions of the Client may harm TeslaPay or third parties, including harm of business reputation, image or brand;
16.2.5. the Client has otherwise materially breached the Agreement (e.g. did not pay for services on time, etc.) or the breach is continuous.
16.3. If the Client terminates the Agreement, the issued electronic money is returned to the Client by terms of “Closing Account”.
16.4. Termination of the Agreement does not exempt the Parties from appropriate execution of all liabilities that were applicable towards the Parties before the termination.
16.5. TeslaPay may at any time suspend any providing Services or suspend TeslaPay Account if:
16.5.1. The Client violates the provisions of this Agreement or the documents specified in this Agreement and suspension may be in accordance with the law;
16.5.2. the activities or any actions of the Client may harm TeslaPay business reputation, image or brand;
16.5.3. the Client fails to complete the necessary identification procedures, or submit necessary information required by TeslaPay;
16.5.4. TeslaPay reasonably suspects fraud, theft, System or Account hacking, breach of security (e.g. unauthorized user), other unlawful acts that may harm TeslaPay, the Client and/or third parties;
16.5.5. if the System needs upgrades or for other technical reasons;
16.5.6. there are other cases stated in the Agreement and the law.
16.6. TeslaPay will give a notice of any suspension or restriction and the reasons for such suspension or restriction as soon as it can, either before the suspension or restriction is put in place, or immediately after, unless notifying the Client would be unlawful or compromise our reasonable security measures.
16.7. TeslaPay will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.
17.1. TeslaPay is liable for Client’s loss and direct damage only caused by TeslaPay fault or unlawful conduct or if such liability is provided by law.
17.2. TeslaPay shall not be liable for any loss, damage, or delay to the Client or any third party arising through no fault of TeslaPay, improper action or omission.
17.3. TeslaPay is not liable for technological attacks. TeslaPay is not liable for any loss or damage caused by a virus, or other technological attacks or harmful material that may infect Client’s computer equipment, computer programs, data or other proprietary material related to use of TeslaPay Services.
17.4. TeslaPay is not liable for errors and late or missed transactions made by banks, payment service providers, payment systems and other third parties beyond TeslaPay control.
17.5. TeslaPay has no control over websites linked to and from TeslaPay Website, TeslaPay assume no responsibility for their content or any loss or damage that may arise from Client’s use of them.
17.6. TeslaPay is not liable for damages arising from any suspension and/or the restriction of the Services and/or Account made by this Agreement.
17.7. TeslaPay shall not be liable if for any reasonable cause TeslaPay Services are unavailable (e.g. technical reasons, etc.) at any time or for any period.
17.8. Limitations of TeslaPay liability shall not be applied if such limitations are prohibited by the applicable law.
17.9. The Client is liable for any direct andindirect damages and losses caused to TeslaPay due by breach of the Agreement or legislation.
17.10. The Client is fully liable for Linked User actions and any damage caused to TeslaPay and/or third party.
17.11. The Client is liable for breaching TeslaPay System with viruses, logic bombs or other materials which are malicious or technologically harmful.
17.12. The Client may bear all their losses that have arisen due to unauthorized Payment Order for the amount of up to 50 (fifty) euro, if these losses have been incurred due to the use of a lost or stolen or illegal misappropriation of a security details (incl. personalized security features, etc.) of the Client.
17.13. The Client shall bear all their losses related to unauthorized Payment Orders if the Client has suffered a loss due to them own misconduct or gross negligence or willful misconduct when using the Services and/or did not reported to TeslaPay when becoming aware of the loss, theft or misappropriation.
17.14. In the event the Client is liable for any amounts owed to TeslaPay, TeslaPay is entitled to deduct such amounts from Client’s Balance. If there are insufficient funds in Balance to cover Client’s liability, TeslaPay reserve the right to collect Client’s debt to TeslaPay by using any payments received in Client Account.
17.15. TeslaPay may also recover amounts the Client owed to TeslaPay through legal means, including, without limitation, using a debt collection agency, attorney’s and others.
18. USING THE APP
18.1. The Client is licensed as end user to use TeslaPay App by this Agreement if App is available.
18.2. The Client use App on this Agreement and any rules and policies applied by any application provider or operator whose sites are located on App Store and Google Play.
18.3. Updates of the App may be issued periodically through App Store or Google Play.
18.4. The Client in order to use TeslaPay Services may need to download the latest version of the App or/and accept any new/additional terms for using the App.
18.5. In consideration that Client agrees to abide by the terms of this Agreement, TeslaPay grants a non-transferable, non-exclusive, revocable license to use the App for personal, non-commercial purposes on Client’s device and the API. TeslaPay always remains the owner of the App and reserve all other rights.
18.6. The Client is not entitled to use the App if this Agreement ends and must immediately delete or remove the App from all devices.
19. COMMUNICATION, COMPLAINTS AND DISPUTES
19.1. Parties will communicate via email or messages in Personal Area for purpose of performing the Agreement.
19.2. The Client shall have the right at any time on the TeslaPay Website and/or in Personal Area or by contacting Costumer Support to get acquainted the valid version of the Agreement and the Supplements.
19.3. The Client has right to obtain information on the terms of the Agreement and the Services in writing, on paper or on another durable medium.
19.4. The Client must always maintain at least one valid email address in Personal Area and should check for incoming messages regularly.
19.5. The messages in Personal Area and/or emails may contain links to further communication on Website or information about transaction’s statuses.
19.6. TeslaPay is not liable for any loss or damage suffered by the Client if they did not specify their contacts (email, mobile number, etc.) properly.
19.7. If TeslaPay has reasonable concerns either about the security of Client Account, or any suspected or actual fraudulent use of Client Account, TeslaPay will contact Client via email and/or mobile number.
19.8. In addition to communicating via email, TeslaPay may contact Client via letter or mobile phone where appropriate (calls or SMS). Any communications or notices sent by:
19.8.1. SMS and email will be deemed received by the Client on the same day if it is sent to Client’s email inbox before 5pm on a Business Day. If it is sent to email inbox after 5pm on a Business Day or at any other time, it will be deemed received on the next Business Day;
19.8.2. Post will be deemed received within 3 (three) business days from the date of posting through Lithuania post or within 5 (five) business days of posting through international post.
19.9. If the Client has any complaints about TeslaPay Services, at the first instance Customer Support should be contacted at [email protected] or other communication means such as Live Chat or leaving a message in Personal Area. If issue is not resolved to Client’s satisfaction by TeslaPay Customer Support team, the Client has a right to submit a formal complaint by sending an email at [email protected]. TeslaPay shall send to the Client’s complaint acknowledgement to the same email from which complaint was received within 48 hours of receiving a complaint in accordance with TeslaPay complaint’s procedure and on the Website as stated in 19.10 of this Agreement.
19.10. TeslaPay will consider Client’s written complaint and respond to it in writing within 14 (fourteen) calendar days since the day of receipt of a relevant request. Any complaints shall be analyzed free of charge.
19.11. If TeslaPay’s response to Client’s complaint does not satisfy the Client or no answer has been provided thereto, Client shall have right to apply to the supervisory authority Bank of Lithuania in writing or electronically (Žirmūnų str. 151, LT-01121 Vilnius, Lithuania, [email protected], website available at lb.lt), which deals with disputes between consumers and financial market participants out of court or use other legal implements.
19.12. To protect their rights Client may addressing the supervisory authority as an out-of-court consumer dispute resolution institution under the procedure established by the supervisory authority.
19.13. A detailed procedure for filing and processing Client complaints could be found on the Website by clicking here.
19.14. This Agreement is made in the English language. Documents or communications in any other languages are for Client’s convenience and only the English language version is official.
20. FINAL PROVISIONS
20.1. This Agreement is made between TeslaPay UAB, registered at J. Jasinskio g. 16, 03163 Vilnius, Lithuania, legal entity code 304715528, and the Client.
20.2. This Agreement is concluded by means of distance communication. The Client is entitled to a version of the Agreement on a durable medium and may contact Customer Support for it.
20.3. The Client confirms that they understand that this Agreement is not a TeslaPay Prepaid Card agreement.
20.4. The Agreement shall be governed by the legislation of the Republic of Lithuania. Any dispute arising out or of in connection with this Agreement shall be referred relevant court of Lithuania.
20.5. This Agreement shall enter into force and become valid indefinitely when the Client registers in the System, gets acquainted with the terms of the present Agreement and expresses consent to comply with these terms. The Agreement concluded indefinitely.
20.6. Each of the paragraphs of This Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
20.7. The Parties hereby agree that the language of the Agreement shall be English.
20.8. The Parties confirm that they are entitled to execute the Agreement. They have read the text before signing the Agreement, they are aware of the terms and conditions laid down herein, their contractual duties and entered into the Agreement voluntarily.
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