Token terms of use

Definitions

The capitalized terms mentioned in these Terms of Use shall have the following definitions:

1. “Agreement” means these Terms of Use in their entirety, including Genome Token Charges and any annexes, schedules, amendments and other documents supplemented thereto in whatever form.
2. “Genome®” means a business name of UAB "Maneuver LT", a legal entity registered in Lithuania with its registration number 304785124. Data on UAB "Maneuver LT" is accumulated and stored in the Register of Legal Entities of the Republic of Lithuania. The address of Genome’s head office is at Žalgirio g. 92-710, LT-09303, Vilnius, Republic of Lithuania. E-mail: info@genome.eu. Genome has an electronic money institution license # 32 issued by the Bank of Lithuania on March 29, 2018. Genome as electronic money institution is supervised by the Bank of Lithuania, located at Gedimino pr. 6, LT-01103, Vilnius, Lithuania, telephone no. +370 800 50 500. More information about the Bank of Lithuania is detailed by this link https://www.lb.lt/en/. Any references to Genome shall refer to UAB “Maneuver LT”.
3. “Client” means a legal person that is registered with Eco-System Genome, has opened business Genome Wallet and completed, to Our satisfaction, due diligence procedures carried out by Us in accordance with General T&Cs.
4. “Effective Date” means the date You accept these Terms of Use inside Our System.
5. “Charges” means amount of money that We charge from Our Clients in connection with Token ordering, delivery and / or use, as may be amended by Us from time to time. The Charges We apply are placed on the Site.
6. “General T&Cs” means General Terms and Conditions placed on the Site and applicable to You.
7. “Order” means a request to Us to provide You with Genome Token.
8. “Parties” means Genome and Client together.
9. “Privacy Notice” means Genome Privacy Notice which is placed on the Site and applicable to You.
10. “Representative” means a natural person who is acting on Client’s behalf and is duly authorised under the law or empowered by the Client for using of its Genome Wallet, including the right to order and use the Token;
11. “Token” means a device bound to Your business Genome Wallet that is used for authorisation of payment Transactions and / or for other purposes as designed by Us from time to time.
12. “Transaction” means an act initiated by the Payer or on his behalf or by the Payee of placing, transferring or withdrawing funds to or from Genome Wallet;
13. “We”, “Our” or “Us” refers to Genome.
14. “You” or “Your” refers to Client.

The rest of the capitalized terms mentioned in these Terms of Use shall have the meanings assigned to them in the General T&Cs.

Binding effect

1. These Terms of Use regulate relationship between You and Genome related to the ordering, delivery and use of Token.
2. These Terms of Use shall constitute a binding legal agreement between Genome and You, which enters into force on the Effective Date by expressing Your consent (via electronic means) to comply with these Terms of Use and remains in force until it is terminated as per the terms and conditions stipulated herein.
3. You are bound by the provisions of these Terms of Use and agree to comply with the obligations and liabilities laid on You hereunder.
4. These Terms of Use are placed on the Site. You have the right to receive a copy of these Terms of Use, as well as any of their updated or amended versions by e-mail upon request.
5. The use of Token is governed by the present Terms of Use, Genome General T&Cs, Privacy Notice, and legislation of the Republic of Lithuania. The use of Token is subject to Genome Token Charges, stated on the Site.
6. These Terms of Use are applicable to You in addition to the General T&Cs and shall be read and interpreted together with the General T&Cs. In case of conflicts between General T&Cs and these Terms of Use, the Parties agree to follow these Terms of Use.

Token ordering and delivery

1. Token is an ancillary service offered by Genome in order to ensure higher level of security for Your Transactions and / or additional layer of protection for access to Your Genome Wallet or its specific features.
2. Token can be ordered via Genome User Portal or Genome Mobile App following the relevant on-screen instructions.
3. Token is aimed only for holders of business Genome Wallet.
4. To order the Token, You shall have an opened business Genome Wallet and completed, to Our satisfaction, due diligence procedures in accordance with the General T&Cs.
5. Token can be ordered and used on Your behalf by Your duly authorised Representative. For the avoidance of doubt Your Representative has to be Our client who has an opened personal Genome Wallet and completed, to Our satisfaction, due diligence procedures carried out according to the General T&Cs.
   You understand that if You provide permission to Your Representative to order or use the Token, You are fully responsible for such Representative using the Token, including the case if such Representative breaches these Terms of Use. In such case You shall be deemed the party who breached this Agreement.
   You confirm that any Representative designated by You to make the Transactions with the funds held on Your Genome Wallet is fully authorized and that You give him or her such a right.
6. When ordering the Token, You shall have a sufficient amount of funds on Your Genome Wallet to settle the Charges We apply in connection with the Token ordering and delivery. If the Balance of Your Genome is insufficient to cover Our Charges, You will not be able to order the Token. The Charges We apply are automatically deducted from the Balance of Your Genome Wallet.
7. When ordering the Token make sure the delivery address is correct. We reserve the right to request clarification from You regarding the Token delivery address if it differs from the address specified by You in the course of the due diligence procedures carried out by Us.
   You shall notify Us without undue delay if Your address has changed and take all responsibility in case You fail to make such notification. We reserve the right to charge additional costs for Token delivery if it was sent to a wrong address provided by You.
8. The approximate time for Token delivery is thirty (30) days after You placed the Order. If You have not received the Token during this period, You shall inform Us thereof. If it is determined that You have not received the Token due to Your fault, We do not bear any liability for the delivery. You can order a new Token at Your cost according to Genome Token Charges.
9. In case the envelope where the Token was sent is damaged or suspicions arise that the Token may have been extracted from the envelope, You shall inform Us thereof without undue delay and not start using it. You shall have a duty to immediately notify Us if any other obstacles to receiving or using the Token arise.
10. To start using the received Token You shall bind it to Your Genome Wallet following the relevant on-screen instructions of Your Genome User Portal or Genome Mobile App (e.g. by typing or scanning Token barcode number).
11. During the binding process You will be required to set its PIN. You can change PIN of Your Token at any time following the relevant on-screen instructions of Your Genome User Portal or Genome Mobile App.
12. Token can be bound only to one Genome Wallet at the same time. Whereas there is no limitation on the number of Tokens that can be bound to the same Genome Wallet. You can order additional Tokens if there is such a need at Your cost according to Genome Token Charges.
13. Token can be used only in connection with Your Genome Wallet and can not be bound to a different Genome Wallet.
14. We reserve the right to reject Your Order for Token and / or refuse to enter into these Terms of Use with You without explaining the reason for refusal.

Use of Token

1. Token provided to You remains the property of Genome and can be used for the purposes described in these Terms of Use.

2. Once bound to Your Genome Wallet a Token shall be used for authorisation of all outgoing payment Transactions and / or access to Your Genome Wallet or its specific features. We reserve the right to extend the list of features access thereto may require the use of Token if such is bound to Your Genome Wallet. Such changes do not require appropriate changes to these Terms of Use, but, if any, We will notify You via Your verified e-mail.

3. When making a payment Transaction, the payment authorisation page will appear on Your Genome User Portal or Genome Mobile App. To authorise a payment Transaction with the Token You need:

   1. to enter Token PIN and input challenge code seen on Genome User Portal or Genome Mobile App on Your Token;
   2. when the responding code is generated on the screen of Your Token, to enter the responding code on the payment authorisation page and confirm Transaction.

4. We may limit the number of efforts and / or the time period for entering a valid responding code on the payment authorisation page. After unsuccessful efforts or expiry of the designated time limits Your payment Transaction is aborted and You will be redirected to payment Transaction initiation section of Your Genome User Portal or Genome Mobile App.
   You can repeat the Transaction or initiate a new one later on.

5. You authorise Us to debit Your Genome Wallet for any amounts that constitute Transactions effected with the use of Token and for any applicable fees and charges that may incur in connection with such Transactions.

6. If You want to stop using the Token temporary for any reason You can block it following the relevant on-screen instructions of Your Genome User Portal or Genome Mobile App. We will not require the Token for Transactions authorisation or access to Your Genome Wallet and its specific features if You block the Token. You can unblock the Token at any time and continue using it.

7. You accept that unless You block the Token, We will decline the Transaction and / or access to Your Genome Wallet or its specific features if such Transaction or access is not authorised with the use of Token bound to Your Genome Wallet.

Safeguard of Token

1. Token is not transferrable to a different user and shall be used only in connection with Your Genome Wallet by You as Our Client or on Your behalf by Your duly authorised Representative. You are prohibited from handing over the Token and its PIN to third parties. You shall keep Token PIN confidential and prevent passing thereof in the hands of third parties.
2. It is forbidden to write down Token PIN on any tangible carrier and to keep it together with the Token. Non-compliance with this requirement shall be considered as gross negligence on the part of the Client.
3. You shall have a duty to safeguard the Token and use it carefully to protect it from mechanical or other damages.
4. If Your Token is lost or stolen, You shall report about this following the relevant on-screen instructions of Your Genome User Portal or Genome Mobile App or contacting Genome support team using any other contact tools which We make available to You. We will permanently block and unbind the Token from Your Genome Wallet in such a case. You shall be liable for all Transactions and other actions made with the use of Token before You report that it is lost or stolen.
   If Your Token is lost or stolen You can order a new one following the relevant on-screen instructions of Your Genome User Portal or Genome Mobile App. Token replacement shall be at Your cost according to Genome Token Charges.
5. If You consider that Your Token is misused or You notice unauthorized Transactions are performed on Your Genome Wallet, You shall be obliged to block the Token without undue delay via Genome User Portal or Genome Mobile App and notify Us thereof by calling on +37052141409, or using any other contact tools which We make available to You.
6. If You suspect that Your Token PIN becomes known to the third parties, You shall be obliged to change Your Token PIN without undue delay following the relevant on-screen instructions of Your Genome User Portal or Genome Mobile App.
7. Your Token will be temporary blocked if wrong PIN is entered three (3) consecutive times in a row. You can unblock the Token via Genome User Portal or Genome Mobile App or, if You are not able to do so for any reason, by calling Us on +37052141409, or using any other contact tools which We make available to You.

Note that You will be required to set a new PIN for Your Token if it is blocked according to this Clause.

Charges

1. We may apply Charges in connection with providing You with the Token including its ordering, delivery and / or use. We shall debit all Charges payable under these Terms of Use in accordance with the procedure established in the General T&Cs. In the event that there are insufficient funds on Your Genome Wallet, We shall have the right to issue an invoice for the amount owed to Us which shall be paid by You within three (3) business days in accordance with the invoice instructions.
2. We reserve the right to apply a 10 % late-payment fee in case the invoice issued to You under these Terms of Use is over thirty (30) days past due. All bank transfer fees and charges related to payment of Our invoices shall be borne by You.
3. Blocking of the Token shall not be considered as termination of these Terms of Use and shall not terminate the calculation of Charges (if any) or cancel Your obligation to pay such Charges. If You want to stop using the Token on a permanent basis, please follow the rules stated in Clause 8.3 below.
4. Charges applied by Us in connection with Token ordering, delivery and / or use are non-refundable and shall not be returned to You, including the case of the Agreement termination.

Liability

1. It is Your responsibility as a Client to take care of all Your Tokens, and to the fullest extent permitted under the law any liability that may arise in connection with the use of Token rests on You as Our Client.
   For the purpose of clarity, You agree to bear all liability for the use of Token by Your Representatives and for all Transactions carried out with the use of Token by Your Representatives, including any applicable fees and charges that may incur in connection with such Transactions.
2. You are fully liable for compliance with and for performance of obligations under the present Terms of Use as well as for compliance with the present Terms of Use by Your Representatives.
3. You shall be fully liable and shall bear all the losses related to the unauthorised use of Token or unauthorised Transaction if You acted fraudulently or failed with intent or gross negligence to comply with the security measures required to keep the Token safe and permitted to occur an unlawful use of Token, irrespective of whether or not You notified Us of loss or theft of Token or unauthorised Transaction.
4. We shall not be liable for any failures of Token service caused by any failure of computer systems which happens for reasons outside Our reasonable control or due to any other unforeseeable circumstances which We cannot reasonably control.
5. In no event shall Genome or any of its affiliated parties or their respective officers, directors, employees, shareholders, agents or representatives be liable under the present Terms of Use for any indirect, incidental, special, punitive or consequential damages (including, without limitation, loss of goodwill or business profits, work stoppage, data loss, or computer failure, delay or malfunction) that result from the use of or inability to use Token service, from mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not limited to acts of god, communication failure, theft, destruction or unauthorized access to Genome services. This provision shall apply whether or not We are given notice of the possibility of such damages.

Termination

1. We may terminate this Agreement unilaterally and / or stop providing You with the Token service at any time without indicating the reason by giving You at least two (2) months’ prior notice to be sent to Your verified e-mail address with Us.
2. We reserve the right to terminate this Agreement and / or stop providing You with the Token service with immediate effect in the following cases:
   1. there is a breach of security or We have objective grounds to suspect there is a breach of security related to the use of Token;
   2. there is a suspicion of any unauthorized, fraudulent, illegal or improper use of Token;
   3. there is a legal or regulatory requirement;
   4. You failed to pay Our Charges;
   5. You breached these Terms of Use or General T&Cs;
   6. in other cases, listed in Clause 20.1 of the General T&Cs. We will notify You of Our decision to terminate this Agreement and / or stop providing You with the Token service via Your verified e-mail address with Us.
3. You may terminate this Agreement and / or stop using the Token at any time. If You want to terminate this Agreement and / or stop using the Token on a permanent basis You shall notify Us thereof by e-mail or using any other contact tools which We make available to You. Consequences set forth in Clause 8.5 shall apply to such termination.
   If you want to stop using the Token temporary for any reason You can block it following the relevant on-screen instructions of Your Genome User Portal or Genome Mobile App. For the avoidance of doubt this Agreement remains in force and Token remains bound to Your Genome Wallet in such a case. You can unblock the Token at any time and continue using it.
4. If Parties terminate General T&Cs, this also means termination of these Terms of Use.
5. In case of termination of this Agreement, regardless of the reason for such termination, and / or if You notify Us of Your decision to stop using the Token on a permanent basis, We shall unbound the Token from Your Genome Wallet. If You have ordered more than one Token, this Agreement remains in force unless You notify Us of Your decision to stop using the last of Your Tokens on a permanent basis.
   Any of Your obligations and liability arising prior to the termination of these Terms of Use remain unaffected after such termination.

Changes to the terms of use

1. Genome reserves the right to unilaterally change this Agreement. A revised edition of these Terms of Use will be placed on the Site. Notice about changes to these Terms of Use will be also given to You by e-mail at Your verified e-mail address with Us and / or posted on Your Genome User Portal or Genome Mobile App.
2. Changes to these Terms of Use are subject to at least fifteen (15) days advance notification before their proposed date of application. If You do not notify Us that changes to this Agreement are not accepted by You before the proposed date of their entry in force, You will be deemed to have accepted such changes and be bound by the updated or amended Terms of Use.
3. In the event that You disagree with the proposed changes to these Terms of Use, You have the right to terminate this Agreement free of charge and with effect at any time until the date of their proposed date of entry in force. Your notice rejecting changes to these Terms of Use will be deemed as a notice of termination of this Agreement. Consequences set forth in Clause 8.5 shall apply to such termination.
4. Genome reserves the right to change this Agreement without notification in case of correction of typo mistakes or changes that do not affect Your rights and obligations hereunder.
5. You are not entitled to unilaterally change, amend or alter provisions of these Terms of Use.

Governing law

1. This Agreement and the legal relationship between the Parties arising in connection herewith shall be governed by and construed in accordance with the laws of the Republic of Lithuania without recourse to the conflict of law rules regardless of the venue or jurisdiction in which a dispute arises. The Parties shall use their best endeavours to settle all disputes by way of negotiations.
2. Unless settled by negotiations, any legal disputes or claims arising out of or related to this Agreement, shall be referred to and finally resolved by the competent courts in the Republic of Lithuania save for cases when a dispute shall be resolved by the competent courts of another jurisdiction according to the requirements of EU legislation. Nothing standing above shall prevent Genome from bringing any action in the court of any other jurisdiction for injunctive or similar relief.

Entire agreement

1. This Agreement, including any addendums attached hereto, represents the entire understanding between Genome and the Client with respect to the matters contained herein and supersedes all previous or contemporaneous agreements, proposals, understandings and representations, written or oral, with respect to the terms and conditions hereof.

Headings

1. All headings of these Terms of Use are used for convenience of reference only and are not deemed to interpret, modify or affect the meaning of any of the provisions of this Agreement.

Severability

1. All provisions of these Terms of Use are distinct and severable. In the event that any one or more of the provisions of this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected, or if any one or more of the provisions contained herein shall be held to be excessively broad as to duration, activity or subject, such provision shall be construed by limiting and reducing such provisions so as to be enforceable to the maximum extent compatible with applicable law.

Assignment

1. No person other than You shall have any rights in relation to these Terms of Use and the Token. You may not assign, transfer, sub-contract or otherwise grant any rights, obligations, claims or legal interest under this Agreement and in respect of or over Your Token to any third party.
2. In the event that You authorise a third party to act on Your behalf, including without limitation Your Representatives, any instructions provided to Us by such an authorised person in connection with the use of Token will be treated by Us for the purposes of this Agreement as the instructions that have been duly authorised and provided by You.
3. We reserve the right to assign Our rights and obligations under this Agreement to any third parties at any time without Your consent, provided that such an assignment will be in compliance with the applicable laws and regulations.

No waiver

1. Failure or delay by Genome to exercise any right, power or remedy under this Agreement or to require or enforce strict performance by You of any provision of this Agreement and any supplemental or incorporated documents or policies shall not be regarded as a waiver or relinquishment of any such right, power or remedy.

No partnership or agency

1. Nothing in this Agreement shall be deemed to constitute a partnership, association or joint venture between the Parties hereto, nor shall the Client be deemed to constitute an agent, legal representative or employee of Genome for any purpose whatsoever.

Electronic agreement

1. By checking the appropriate consent box or clicking the accept button on the Genome Site, Genome User Portal or Genome Mobile App and accepting this Agreement, You signify that You have read, understood and agree to be bound by all terms and conditions of the Agreement and confirm that all information provided by You and individuals on Your behalf is true, complete and accurate. You confirm, represent and warrant that You are an authorized representative of the entity entering into this Agreement and that You have authority to bind such entity to this Agreement. Accepting this Agreement shall communicate Your consent to the terms shown above and shall be binding upon You to the same extent as if You agreed to be bound via a handwritten signature.

Contacts

1. To contact Us on Merchant related matters, please use the following contact details:

E-mail: support@genome.eu

Site: /contact-us

Address: Žalgirio g. 92-710, LT-09303, Vilnius, Republic of Lithuania

We will notify You about changes in Our contact details or contact tools available to You.

Please consider that all communications with Us are subject to Our working hours. Genome working hours can be found on the Site.

These Terms of Service last modified on July 13, 2021