Payment collection terms and conditions

These payment collection terms and conditions (“terms of service”) are applicable to you in addition to the general terms and conditions where you are a merchant and wish to use your genome wallet for payment collection purposes.

Please read these terms of service carefully before clicking "i accept" button.

By clicking "i accept" button and submitting an order to us requesting payment collection service you acknowledge that you have carefully read, fully understood, accept and agree to all of the provisions contained in these terms of service, as amended from time to time.

If you do not agree to these terms of service, you shall not click "i accept" button and must refrain from submitting an order to us requesting payment collection service.

1. Definitions and interpretation

The capitalized terms used in these Terms of Service shall have the following definitions:
  1. “Account” means an aggregated account opened by Us in the Partner Bank in Genome’s name in one or more currencies in order to place, transfer and withdraw funds related to the sale of goods and services by Merchants. The funds credited to such Account for the benefit of You as Our Merchant are segregated from Our own funds, as well as from funds of other Merchants;
  2. “Agreement” means these Terms of Service in their entirety, including the Order, Schedule and all annexes, schedules and amendments thereto in whatever form, whether substantial or otherwise;
  3. “Business Day” means a day when banks are normally open for business in Lithuania, and excludes Saturdays, Sundays, national and public holidays in Lithuania;
  4. "Card" means any credit or debit card issued by a member of Card Schemes and bearing the respective marks of the issuing association or organization;
  5. “Card Issuer” means an issuer of a Card which has contractual relationship with Cardholder and is a member of Card Schemes;
  6. “Card Schemes” means payment networks (such as VISA, MasterCard or any other network, including national or local systems) linked to payment cards, such as debit or credit cards, of which a bank or any other eligible financial institution can become a member;
  7. “Card Scheme Rules” means any rules, regulations, interpretations, procedures, instructions and other requirements (whether contractual or otherwise) imposed or adopted by any Card Scheme from time to time. Card Scheme Rules are applicable to You in addition to these Terms of Service. You are required to read Card Scheme Rules which marks You wish to accept as a payment instrument. By submitting an Order to Us requesting the Service You confirm that You have carefully read, fully understood, accept and agree to these Rules;
  8. "Cardholder" means a person to whom a Card is issued and whose name is embossed or imprinted on the face of Card, and any authorised user of the Card, who is a Customer of the Merchant;
  9. "Cardholder Data" means non-public, personally identifying information submitted by Cardholder, which information includes Card number, Card expiration date, CVV code, Cardholder name, address, phone number, e-mail, IP address and other Cardholder data which may be necessary for the Transaction successful execution;
  10. “Chargeback” means any disputable Transaction or any Cardholder charge which the Cardholder’s Card Issuer identifies as being invalid or non-collectible after initial acceptance, on account of fraud, lost, canceled, unissued, or invalid account identification, an unresolved Cardholder complaint, or other cause. You accept that We may apply Chargeback fees based on the count of Chargebacks of monthly volume, as detailed in the Schedule;
  11. “Confidential Information” means any non-public or proprietary information or material disclosed orally or in writing from the Effective Date of this Agreement including, without limitation:
    1. information concerning either Party’s internal business, employees, policies and / or actual or potential customers;
    2. information which derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use;
    3. information identified in writing by disclosing party as confidential;
    4. technical information, including without limitation, installation documentation, trade secrets, works of authorship, Trademarks, inventions, know-how, techniques, design, software programs, software code and software source documents;
    5. marketing information, information regarding research, development, new service offerings, products, services, marketing and selling plans;
    6. financial information, including Schedule details applicable to You, business plans, budgets and unpublished financial statements;
    7. commercial information, forecasts, assumptions, proposals, requests for proposals, specifications, drawings, licensing and distribution arrangements, prices and costs, suppliers and customers;
    8. Personal Customer Data, including Transaction Data.
  12. “Customer” means any person that purchases goods or services from Merchant on its Website through the Service with a Card, including Cardholder;
  13. "Data Protection Requirements" means all applicable laws, rules and regulations regarding the handling, collection and transfer of personal information, including where applicable, the Graham Leach Bliley Act, the Data Protection Acts of 1984 and 1998, the Data Protection Act 2018, Directive 95/46/EC of the European Parliament and any regulations implementing such Directive, General Data Protection Regulation (GDPR) (EU) 2016/679, EU-U.S. and Swiss-U.S. Privacy Shield Framework designed by the U.S. Department of Commerce, and the European Commission and Swiss Administration, respectively, PCI DSS, or any such similar or successor laws, rules or regulations implementing requirements regarding the collections, storage, use, protection and / or security of personally identifiable information applicable to the performance of Merchant's obligations or the exercise of Merchant 's rights hereunder or Merchant's use of the Service;
  14. “Effective Date” means the date of Your acceptance of these Terms of Service inside Our System;
  15. “General T&Cs” means General Terms and Conditions placed on the Site;
  16. “Genome Merchant Portal” means portal inside Our System wherefrom Merchant can manage the Service, i.e. to request creation of Merchant Account, to add Website URL (in each case subject to Our first approval), to pause or stop traffic, to review Merchant news feed, to make settings, to create reports, to make Refunds, to check balance and other financial information of the Merchant Account (such as Rolling Reserve, Chargeback and Refund fees, duration of settlement and hold periods etc.).
  17. “Merchant” means any natural person (sole proprietor), corporation, partnership, limited liability company, trust, association or other entity engaged in the sale of goods or services in the ordinary course of business, who accepted Our General T&Cs and is a holder of business Genome Wallet with Us;
  18. “Merchant Account” means an account connected to Our aggregated Account in the Partner Bank which allows to identify You among other Merchants.

    Your rights in connection with Merchant Account are limited exclusively to making Refunds and reviewing the balance and other financial information of Your Merchant Account inside Our System (such as Rolling Reserve, Chargeback and Refund fees, duration of settlement and hold periods etc.). You agree that You will not be able to control or manage the Merchant Account otherwise than stated in these Terms of Service.

    You accept that We may apply set-up fee for the Merchant Account to be indicated in the Schedule to this Agreement. The set-up fee is payable by You and will be deducted from the amount of funds credited to Your Merchant Account in the result of Transactions performed by Your Customers;
  19. “Order” means a request for creation of Merchant Account and provision of Service, which contains Merchant Website URL with a description of the goods or services offered by Merchant, as well as other conditions of the Service that needs to be filled out and submitted to Us inside Our System. Once the Order is approved by Us, it shall be considered as an integral part of this Agreement;
  20. “Partner Bank” means any bank or financial institution which has contractual relationship with Us and was engaged by Us for the acquiring of legal, valid, non-fraudulent Transactions duly authorised by the respective Cardholder, which enables Merchant to accept payments from Cardholders and receive monetary value in relation to Card payments to its Genome Wallet.

    Details of Our Partner Bank engaged in cooperation with You may be indicated in the Schedule to this Agreement.
  21. "Party" or "Parties" means (i) Genome; (ii) Merchant; or (iii) Genome and Merchant, as the context permits;
  22. “Personal Data” means any information relating to an identified or identifiable natural person, including identifiers such as a name, an identification number, location data, an online identifier, as well as physical, physiological, genetic, mental, economic, cultural or social identity factors of that natural person;
  23. “PCI DSS” means Payment Card Industry Data Security Standards as released from time to time by Security Standards Council. All entities involved in payment card processing, as well as entities that store, process or transmit cardholder information shall be in compliance with PCI DSS;
  24. “Privacy Policy” means Genome Privacy Policy which is placed on the Site;
  25. “Purchase Price” means a price payable by the Customer to the Merchant for the goods or services that the Merchant sells and any additional charges for posting and packing, etc;
  26. “Refund” means a claim against the Merchant to return funds of an earlier Transaction to the Cardholder for the goods or services purchased from the Merchant on its Website. Refund amount can not exceed amount of the relevant earlier Transaction. Refunds can be made with respect to returned goods, cancelled services or in case of Purchase Price adjustment;
  27. “Rolling Reserve” means funds reserved by Us or Our Partner Bank which secure financial requirements against Merchant arising from disputable Transactions, Chargebacks, fees, charges, expenses, costs, fines, penalties, claims, losses, damages, and any other actual and reasonably anticipated financial liabilities applicable to Merchant;
  28. "Schedule" means any schedule to this Agreement signed by both Parties, which specifies Transaction fees and other related fees and charges to be paid by the Merchant and additional rules that the Merchant shall comply with regarding the Service. The Schedule shall be signed between the Parties upon Our approval of the Order;
  29. “Service” means payment collection service, including Transaction processing services, risk management and fraud screening services for Transactions processed through Our software, Merchant support and collection of payments to Merchant’s Genome Wallet, which allows the Merchant to receive funds from Customers to its Genome Wallet with Us.

    A more detailed description of the Service You can find in API Documentation available on the Site.

    The Service is accessed and managed via Genome Merchant Portal in the section “Merchants” of Your Genome Wallet;
  30. “Settlement Funds” means amount of funds from the Transactions made by Customers on Merchant’s Website for the goods or services that Merchant sells and transferred to Us by Our Partner Bank to be credited to Your Genome Wallet.

    The amount of Settlement Funds will be decreased on the amount of Transaction fees and other related fees and charges applicable to You under this Agreement that will be deducted or held on Our side or the side of Our Partner Bank;
  31. “Trademark” means all common law or registered trademark, service mark, trade name and trade dress rights and similar or related rights arising under any of the laws of any country or jurisdiction, whether now existing or hereafter adopted or acquired;
  32. “Transaction” means an act performed by the Customer in order to purchase goods or services from Merchant on its Website with a Card. All Transactions are card not present transactions allowing to make a Transaction without Cardholder’s and his Card presence at the Merchant’s location when the Transaction is executed.

    “Transaction” is covering any payment, chargeback or refund made with the use of Card to debit or credit the Cardholder’s account;
  33. “Transaction Data” means all data on the Transaction, including Cardholder Data;
  34. “Website” means a website address (URL) provided to Us in the Order where Merchant offers goods or services to the Customers and wishes to integrate the Service. Merchant shall be responsible for the content of its Website. Each Website where the Merchant wishes to integrate the Service requires Our first approval;
  35. “You”, “Your”, “Yours” refers to Merchant.
    The rest of the capitalized terms used in these Terms of Service shall have the meanings assigned to them in the General T&Cs.
  36. In interpreting these Terms of Service:
    1. All article, clause, schedule and paragraph headings in these Terms of Service are solely for convenience and shall not affect its interpretation;
    2. The schedules referred to throughout these Terms of Service are attached to and incorporated into this Agreement and, unless the context clearly indicates otherwise, any reference to these Terms of Service shall (i) include the schedules and any other documents incorporated herein by reference and (ii) mean this Agreement as amended from time to time in accordance with its terms;
    3. (i) include the schedules and any other documents incorporated herein by reference and (ii) mean this Agreement as amended from time to time in accordance with its terms;
    4. Unless the context clearly indicates otherwise, words denoting one gender include all genders, words denoting individuals or persons include entities and vice versa, words used in the single include the plural and vice versa, and the words "including", "included", "in particular" and of any similar expression shall be construed as being by way of illustration only and not as limiting the generality of any words preceding them;
    5. References to a person shall include references to that person’s legal representatives, successors and permitted assigns;
    6. References to any statute, statutory, statutory provision, subordinate legislation under the relevant statute, or European Union (EU) Directive or regulation shall include any statute, statutory provision, subordinate legislation, or EU Directive or regulation which amends or replaces it, or has amended or replaced it;
    7. If there is a conflict or inconsistency between these Terms of Service and the Card Scheme Rules, the provision of the Card Scheme Rules shall prevail to the extent of such conflict or inconsistency.

2. Binding effect

  1. These Terms of Service regulate relationship between Genome and You related to the use of Your Genome Wallet for the payment collection purposes and set forth conditions regulating rights, obligations and liabilities of the Parties related to the Transactions made by the Customers.
  2. These Terms of Service shall constitute a binding legal agreement between Genome and You which enters into force on the Effective Date 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 Service and agree to comply with the obligations and liabilities laid on You under these Terms of Service and the provisions of the Schedule applicable to You hereunder.
  4. This Agreement shall inure to the benefit of and shall be enforceable by the Parties and, where the context so permits, their respective successors and permitted assigns.
  5. These Terms of Service are placed on the Site and posted on Your Genome Merchant Portal. You have the right to receive a copy of these Terms of Service by e-mail upon request.
  6. We reserve the right to request from You a signed version of these Terms of Service (either by digital signature or by hand). Any expenses for the document delivery shall be covered by You.
  7. These Terms of Service are applicable to You in addition to General T&Cs and shall be read and interpreted together with the General T&Cs.

3. Service

  1. You can request the Service inside Our System following the relevant on-screen instructions of Your Genome Merchant Portal. You will be able to use the Service only after We complete, to Out satisfaction, certain due diligence procedures, as such procedures may be changed by Us from time to time in Our sole discretion.
  2. Requesting the Service You will need to fill out and submit to Us an Order of a special form contained inside Our System, as supplied by Us from time to time. Among other information to be provided by You in such an Order You will need to indicate Your Website URL, add Your Merchant descriptor, describe Your business type and the goods or services that You sell, list countries where You offer goods or services to the Customers, indicate the amount of estimated volume of Transactions value, as well as to choose processing currencies.

    You accept that We reserve the right to request from You, in Our sole discretion, other documents and information that may be required in order to carry out Our due diligence procedures of You as a Merchant, including without limitation documents confirming Your rights to the Website domain, licences, permits and other authorisation documents verifying Your rights to conduct business.

    You undertake to assist Us in the course of due diligence procedures as required and supply Us with the hard copies of the original documents or their certified copies upon request (with English translation, where applicable).
  3. Your Website must clearly display and describe on a continuous basis the following information:
    1. information on You as a Merchant, including Your name, country, mailing address, phone number, e-mail address, trade register and registration number, VAT identification number (where applicable); contact details of customer service;

      You must ensure that the Customer understands that You are responsible for the Transaction, including delivery of goods (whether physical or digital) or provision of services that are subject of the Transaction, and for customer service and dispute resolution.
    2. information on the goods or services that You offer to the Customers, including their full description;

      If You accept any of recurring transactions, You must explain to the Customers how to stop receiving goods and / or services, delivering goods and / or services and charging the Customer when the Customer cancels the goods and / or services.
    3. payment information, including acceptance marks, price information, Transactions currency, details of the timing of billing and Transactions fulfilment, function for Cardholders to confirm the purchase before the completion of the sale; description of the security capabilities;
    4. where applicable, information on the legal restrictions (e.g. age);
    5. policies and procedures, including terms and conditions / terms of service / terms of use, privacy policy, delivery policy, refund and cancellation policies, dispute resolution procedure;
    6. other information required by the Card Scheme Rules and other similar standards, including those depending on the goods and services that You sell.

      You accept that in order for the Service provision to You We may require any changes to Your Website or otherwise that We deem necessary or appropriate to ensure that You remain in compliance with applicable laws and regulations, as well as Card Scheme Rules and other standards,
  4. We will review the Order and the documents submitted by You and approve or reject Your request for the Service. You accept that approval of Your request is in Our sole discretion. We reserve the right to reject Your request without indicating the reason for rejection.
  5. If Your request for the Service is approved by Us, We will provide You with the instructions for technical integration. You undertake to follow Our instructions and accept that incorrect integration may affect use of the Service. Once the integration process is completed, the Service will be available to You.

    You accept that from time to time We may request You to change settings for technical integration. In such a case We will provide You with the updated instructions for technical integration in advance. To continue to use the Service You will need to implement the requested changes. Any such changes on Your side shall be covered at Your cost.
  6. You can use the Service only on the Website and according to the conditions indicated by You in the Order that has been approved by Us.

    If You wish to change Order details, including without limitation to extend or reduce list of Websites, You will need to submit respective changes to Us following the procedures set out in clauses 3.1-3.5. above. Any changes in the Service conditions are subject to Our approval before they can be introduced or implemented.
  7. You undertake to notify Us of any changes which may occur from time to time regarding any information or documents that You provided or submitted to Us, including the information indicated by You in the Order, as well as with respect to Your business, activity area, product range, financial standing, legal status, corporate structure, beneficiary ownership and ability to meet Your obligations hereunder, in advance (at least in three (3) Business Days) .

    If You are engaged in the business activity, which in accordance with the applicable laws or regulations requires appropriate authority or other approval, You shall notify Us immediately if such approval is expired, outdated, canceled, revoked, changed, or becomes invalid due to any other reasons.
  8. We reserve the right to request from You from time to time additional or updated information and documents regarding Your legal status, business, operations, Representatives and any other information or documents which may be necessary in order to check whether We should continue to accept You as a Marchant and for the purposes of satisfying Our on-going legal and contractual obligations with respect to the Merchant due diligence. Your failure to supply Us with the requested information or documents in a timely manner entitles Us to limit access to, to suspend the Service or to terminate this Agreement with immediate effect, as detailed in clause 11.3 below.
  9. You acknowledge and agree that We shall have the right to sub-contract any of the obligations under this Agreement without Your prior consent and may engage, in Our sole discretion, third party providers to assist in the provision of Service to You, and that We shall have the right to transfer to Our third party providers, including Our Partner Bank, all data (including Your data, Cardholder Data and Transaction Data), and other information that You provide, or cause to be provided to Us in connection with this Agreement, however provided that such third party service providers will be bound by confidentiality obligations as specified in this Agreement.
  10. All documents and information provided by You at Our request during the term of this Agreement, including without limitation those indicated in and submitted to Us along with the Order, shall be true, accurate, complete and up to date and no information, document or statement provided, made available or made are untrue, false, incorrect, incomplete or misleading.

    You agree to defend, indemnify and hold Us and Our third party service providers harmless from and against any and all liabilities, losses, damages, claims, demands, actions, suits, investigations, proceedings, costs, expenses, fees (including attorney’s fees), fines, penalties, forfeits applied to or imposed on Us or Our third party service providers in connection with Your failure to provide Us with the true, accurate, complete and up to date information and documents requested by Us hereunder for the purposes of the Service provision.

4. Genome service fees

  1. The Service is provided by Us based on the fees and charges agreed by the Parties in the Schedule to this Agreement. You are responsible for payment of the fees and charges detailed in the Schedule. The respective amounts are payable on demand and will be automatically deducted from the amount of Transaction at the time of the Transaction execution, or from the balance of Your Merchant Account, depending on the nature of the fees and charges applicable to You. You give Your irrevocable consent to make such deductions.
  2. If any of the fees or charges applicable to You and due to Us hereunder have not been deducted at the time of the Transaction execution, or from the balance of Your Merchant Account, including without limitation the case when the balance of Your Merchant Account is insufficient to cover Our fees or charges, We will issue an invoice to You for the amount owed to Us which shall be paid by You within three (3) business days in accordance with the instructions provided on the invoice statement.

    In case invoice is over thirty (30) days past due, there will be a 10 % late-payment fee in favor of Genome. All bank transfer and charges of settlements related to the above shall be borne by You.
  3. Your failure to pay the fees or charges on or by the due dates shall entitle Us to exercise remedies under this Agreement, including without limitation, the right to assess interest at the maximum rate applicable under the law.
  4. All fees payable to Us under this Agreement are exclusive of Value Added Tax (VAT) and any additional or other taxes, charges or duties which may be imposed in connection with any and all payments made or due hereunder and shall, if applicable, be borne by You. In case VAT or any other sales tax is or becomes chargeable (retroactively or going forward) in accordance with the applicable laws or regulations, We shall add such amount to the fees accordingly.
  5. All Your payment obligations under this Agreement including Our fees and charges applied for or in connection with the Service are non-cancellable and non-refundable unless otherwise explicitly agreed.
  6. You will be able to create Transaction reports inside Our System following the relevant on-screen instructions of Your Genome Merchant Portal. All fees and charges applied to You as Our Merchant under this Agreement will be reflected in the Transaction reports.
  7. We reserve the right to increase fees and charges agreed and detailed in the Schedule due to:
    1. any changes introduced by the Card Schemes, Our Partner Bank, or any other third party service provider involved by Us, - upon a three (3) day written (including e-mail) notice;
    2. changes in the Service which are made at Your request, - in three (3) days upon Our approval of the updated fees and charges applicable to the requested or proposed changes (unless other terms arise from the nature of Service changes); or
    3. Your failure to fulfill the obligations hereunder, - upon a three (3) day written (including e-mail) notice.

      We shall also have the right, in Our sole discretion, to increase the fees and charges for any other reason at any time upon thirty (30) days written (including e-mail) notice.
  8. You shall remain at all times fully and solely responsible for the assessment and payment of all taxes, duties and other relevant charges incidental to and arising from any sale of goods or services by You. It is Your responsibility to determine which, if any, taxes apply to the payments received, and to report and remit correct taxes to the appropriate tax authority.

    We shall not be obligated to determine whether taxes, duties and other relevant charges apply, and are not responsible for the assessment, collecting, reporting, remitting or payment of any taxes, duties and other relevant charges incidental to and arising from any sale of goods or services by You
  9. You accept that unless other indicated in the Schedule to this Agreement, Settlement Funds will be credited to Your Genome Wallet in Euro. Transactions made by Your Customers in currencies other than Euro will be converted in Euro. We apply Our own currency exchange policy and currency exchange rates to the currency conversion operations.

    You shall bear any additional costs, losses or benefits incurred as a result of fluctuations in the currency exchange rate, including but not limited to fluctuations between the time of the Transaction and the time of the Refund or Chargeback.

5. Representations and warranties

  1. Each Party warrants to each other Party that at the Effective Date of this Agreement it has full power, right and lawful authority and capabilities to execute and deliver this Agreement and to perform its obligations under this Agreement and performance of its obligations shall not violate any applicable laws and regulations.
  2. The respective Party is duly organized, validly existing and in good standing under the laws of its domicile, and has the legal capacity and corporate authority to own its property and carry on its business as now conducted and is not in breach of its by-laws.
  3. Except as expressly stated in this Agreement, no representation, inducement or warranty was, prior to the execution of this Agreement, given or made by one of the Parties hereto with the intent of inducing the other Party to enter into this Agreement, and any representations, inducements or warranties that may have been so given are hereby denied and negated.
  4. We use commercially reasonable efforts to enable access to the Service. We also use commercially reasonable efforts to ensure that downtime relating to Service will not materially impact normal business operations.

    The Service, however, is provided on an “as is,” “as available” basis without any representations or warranties. We do not represent or warrant that the Service will be available, accessible, uninterrupted, timely, secure, accurate, complete or entirely error-free all the time.

    You may not rely on any representation or warranty regarding the Service by any third party in contravention of the foregoing statements.

    We specifically disclaim all representations, warranties and conditions whether express or implied, arising by statute, operation of law, usage of trade, course of dealing, or otherwise, including but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, or title with respect to the Service, except where implied or statutory warranties cannot be disclaimed by the applicable laws or regulations.
  5. You warrant that You are in all material respects in compliance with and have at all times been, to such extent, in compliance with, and is not in material default or violation in any respect of any applicable law or regulation, including any regulation, permit or ordinance affecting Your business operation.
  6. You acknowledge that there is no action, suit or proceeding at law or in equity now pending or, to the best of Your knowledge, threatened by or against or affecting You which would impair Your right to carry on Your business as now conducted or affect Your financial conditions or operations or Your ability to perform the obligations required under this Agreement.
  7. Where You are a legal person, You hereby confirm that the person who acts on Your behalf (Your Representative) is duly authorised and empowered to do so for the purposes of this Agreement and the Service provision. You undertake to provide Us on demand with the documents confirming the powers of the relevant person to enter into this Agreement and abide You by the provisions of this Agreement. It is Your responsibility to ensure that third party persons will have NO access to Our System through Your Genome Wallet or Genome Wallet of Your Representative and will not use Your Genome Wallet in connection with this Agreement.
  8. You warrant that Your Website, as well as goods and services that You offer, sell or provide comply and will be in compliance during the term of this Agreement with all applicable laws and regulations, and also that You have all ownership or other legal rights to sell the goods or services offered by You to the Customers on the Website.
  9. You acknowledge that all information and documents provided or that will be provided by You are true, accurate, complete and up to date, and NO information, document or statement provided, made available or that will be provided or made available to Us are untrue, false, incorrect, incomplete or misleading.
  10. You acknowledge and agree that We operate solely as a payment intermediary and that We:
    1. under no circumstances operate as a seller, buyer, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent or merchant of the goods and services that You offer, sell or provide; and
    2. make no representations or warranties and do not ensure the quality, safety or legality of the goods and services that You offer, sell or provide; and
    3. shall not be liable for the goods or services that You offer, sell or provide, as well as for the consequences arising out of the sale of goods or services ; and
    4. do not guarantee that any Transaction initiated by the Customer will be completed (successful) and shall not be liable for the debts of the Customer before You; and
    5. do not bear the risk with respect to the sale of the goods or services including without limitation, any risk associated with credit card fraud or Chargeback; and
    6. treat all the actions and omissions of Your Representative as duly authorised by You. You can appoint more than one Representative and authorise them with equal or different powers with respect to Your Genome Wallet and Genome Merchant Portal.

      For the purposes of this Agreement, You are deemed to be responsible for the conduct of Your employees, agents, and Representatives
  11. You acknowledge and agree that You have made Your own evaluation in deciding to subscribe for the Service. Without limiting the foregoing, We shall not be responsible for the results that may be obtained from the use of the Service.
  12. You acknowledge that You have read and understood Article 12 of these Terms of Service (Limitation of Liability), which sets forth Our maximum liability in the event of loss or damage to You.
  13. You acknowledge and accept that Deposit Guarantee Schemes (DGS) do not apply to the funds from the sale of goods or services by You that appear on the balance of Your Merchant Account, as well as to the Settlement Funds credited to Your Genome Wallet in accordance with this Agreement or held on Your Genome Wallet.
  14. You acknowledge the electronic nature of the Service to be supplied hereunder and the inherent risk that communications by electronic means may not reach their intended destination or may do so later than intended for reasons outside Our control.
  15. Each of the Parties shall not use, disclose, sell or disseminate any Customer information obtained by the respective Party in connection with the Transaction (including without limitation the names, addresses and card account numbers of Cardholders), except for the purposes of this Agreement including Transaction performance, collection of payments to Genome Wallet, and resolving any Refund or Chargeback, retrieval requests or similar issues involving Transactions, other than pursuant to a court or governmental agency request, subpoena or order.
  16. You represent and warrant that You will use Your best efforts to reach and maintain the estimate volume of Transactions per month indicated in the Schedule to this Agreement.
  17. You accept that Our Partner Bank or Card Schemes may at any time, without prior notice and for any reason, demand to terminate this Agreement and / or to prohibit You from using their respective card marks or logos. You agree that Card Schemes are the sole and exclusive owners of their respective marks and logos. You undertake not to contest the ownership of the Card Schemes marks and logos for any reason;
  18. You accept that Our Partner Bank and Card Schemes reserve the right to update their rules and stop accept payments for the goods or services that You sell, if the type of Your activities contradicts with their rules and / or cause damages, including damages to their business reputation.
  19. You undertake to provide additional information or documents upon respective request from Our Partner Bank or Card Scheme, including without limitation the case when Your Transaction volume reaches the imposed levels.

6. Merchant rights and obligations

  1. You agree and commit:
    • Not to use Genome Wallet or the Service for any illegal purposes or prohibited activities, listed in Article 12 of the General T&Cs and included into the List of Prohibited Activities;
    • Not to engage in misleading or deceptive conduct nor to use any services itself or permit others to use the services for any improper, immoral or unlawful purposes;
    • Not to act recklessly or negligently permit or allow others to act in a way that Our, Partner Bank or Card Shames business, operation of the Service or Our System will be jeopardized or impaired;
    • Not to attempt to gain unauthorized access to the Service;
    • Not to alter, copy, modify or tamper with any software provided by Us for integration purposes with Our System;
    • Not to enter in Our System malicious software, including without limitation viruses, worms, and trojans, that can attack or disable the System and / or lead to data compromise;
    • Not to disclose or publish performance benchmark results or test results to non-affiliated third parties with respect to the Service without Our prior written consent in each instance;
    • Not use the Service in any manner, or in furtherance of any activity that may cause Us to be subject to investigation, prosecution, or legal action;
    • Not to use any Website in a way which might jeopardize the integrity, confidentiality, or security of Our System and any computer system, servers or network;
    • Not to use marks or logos of Card Schemes without a written consent of their owners, except when the respective owners do not require such consent;
    • Not to refuse Transactions of Customers who wish to effect payment through the System;
    • Not favor any particular Card when accepting Transaction for which payment is to be effected through the System notwithstanding any agreement between You and any Card issuing organization;
    • Not receive or transfer funds, nor otherwise use the Service in connection with any illegal, fraudulent or deceptive activity, including without limitation, for money laundering or terrorist financing;
    • Not do anything or allow anything to be done which is likely to harm Our reputation or the reputation of the Card Schemes and / or Our Partner Bank;
    • Not provide content through Your Website that violates any applicable laws, regulations, Card Scheme Rules or other standards, including web pages with the content related to the activities from Our List of Prohibited Activities.
    • Not to accept Cards as a payment instrument for the commercial activity performed by any third party and / or with the aim to cover any other liability than indicated in the Schedule to this Agreement;
    • Not to apply any additional fees if the Customers decide to pay You via Our System, also not to set additional limitations which might discriminate Customers when settling via the System, as well as payment methods offered via the System;
    • Not set a minimum Transaction amount and not split the Transaction into separate pieces;
    • Not to charge any additional fee for the payment, save for cases when such a fee is required under the law, communicated to Us, Our Partner Bank and aligned with Card Scheme Rules. If any additional fee for the payment is required under the law, it has to be included into the Transaction amount and cannot be collected separately. Any such additional fee shall be communicated to the Cardholder. The Cardholder shall agree to it prior to the Transaction.
  2. You accept that without derogating from any other right available to Us under this Agreement, if You act in breach or We believe that You may be acting in breach of the established prohibitions We reserve the right to report about Your activity or the Transaction to the relevant law enforcement agency or other competent authority and / or claim damages from You or charge You an additional fee.
  3. You undertake:
    • To use the Service properly and in accordance with AML / CFT requirements;
    • To submit Us all requested documents and information for the Service integration and provision. You accept that We reserve the right to suspend the Service before You supply Us with the requested documents or information;
    • To ensure compliance of Your Website with the Card Scheme Rules;
    • To pay Our Transaction fees, as well as other related fees and charges applicable to You, as detailed in the Schedule to this Agreement;
    • To indicate correct and full Purchase Price of the goods or services that You offer on Your Website, as well as to provide Customers with such goods or services in a timely and quality manner.

      You shall verify address of the Cardholder and ensure that the goods are dispatched to such address.

      You accept that any Your failure to meet Your obligations before the Cardholder will be considered as breach of this Agreement;
    • To return the Customer full or partial Purchase Price (make Refund) in the event that You do not deliver goods or services properly and / or if the Cardholder refuse the purchase of the goods or services in due course;
    • Where required, to comply with all safety, security or encryption standards, rules or procedure imposed by Us;
    • To inform Us about any circumstances that harmed or may harm Our System and / or affected or may affect proper execution of this Agreement, as well as about any fraudulent or unauthorised actions related to Cards;
    • To observe, maintain and comply on an ongoing basis with these Terms of Service, General T&Cs, all applicable laws, rules and regulations, including without limitation Card Scheme Rules, as well as with any and all policies, guidelines and reasonable instructions We, Our Partner Bank or Card Schemes may issue or make available from time to time, including without limitation with respect to privacy, security, compliance, risk, chargebacks, refunds and URL monitoring.

      You acknowledge that certain countries have distant selling laws and regulations with which it is Your sole responsibility to become familiar and fully compliant.
    • To eliminate any violations of these Terms of Service and / or Card Scheme Rules within three (3) days upon receiving the relevant notification from Us;
    • To notify Us in advance (at least in three (3) Business Days) about any changes in the list of Your authorised Representatives and / or the powers that each of them exercise with respect to Your Genome Wallet or Genome Merchant Portal, as well as changes in Your legal status, types of activities and other information that may affect validity of these Terms of Service or General T&Cs;
    • To inform Us, as well as Your Customers, without undue delay, about any errors, regular or possible operational maintenance or repairs taken place on Your Website that may affect the sale of goods or services to Your Customers;
    • To ensure on an ongoing basis that the goods or services that You sell or provide are in compliance with the laws of the Republic of Lithuania, as well as laws of other states where Your goods or services are sold or provided and You have all licences, permits and other authorisation documents required under the law for such types of activities.

      You shall bear any and all liability for the consequences arising from Your failure to comply with these requirements and undertake to reimburse Us any loses, damages and expenses incurred by Us in the result of Your default to comply with the above obligations.
  4. You shall provide a Transaction receipt upon Customer’s, Our or Our Partner Bank request, as well as in other cases required by the applicable laws and / or Card Scheme Rules.

    You must display a printable receipt page and must provide the Cardholder either with direct link to the Transaction receipt or to provide the receipt via email or other electronic means. The Transaction receipt must be in a static format that cannot be easily manipulated after the Card has been debited.

    Transaction receipt must contain, at least (i) Your details – name/descriptor and location – city and country; (ii) payment details – amount, currency, currency conversion rates, surcharge; (iii) the last 4 digits of the Card. The receipt must not contain any sensitive payment data such as the CVV code.
  5. You accept that We may report to Our Partner Bank any Your actions or omissions that may result in a breach of this Agreement or may increase fees or charges associated with You.
  6. We will be the main contact of You before Our Partner Bank. You accept, however, that in certain cases, where necessary, Our Partner Bank is entitled to approach You directly.
  7. You acknowledge that Our Partner Bank and Card Schemes may impose certain rules where You shall not exceed the chargeback ratios / limits as such ratios / limits are set and updated from time to time (jointly ‘Chargeback Ratios’).

    You shall maintain Chargeback Ratios in the allowable number and volume. In the event that You exceed the allowable Chargeback Ratios, We have the right, in Our sole discretion, to suspend the Service immediately and reassess Your risk level changing it to the higher one which may entail increase in fees and charges to be paid by You in connection with the Service.
  8. In case of API integration HOST-2-HOST You shall be responsible for the proper security of any such end-user Customer information that You receive in accordance with all relevant PCI DSS requirements as in force at the time.

    You acknowledge that You have full knowledge of the PCI DSS and hereby undertake faithfully to comply therewith and to prove compliance therewith in an appropriate manner to Us upon request by providing all necessary documents to Us.

    You shall keep PCI DSS documentation up to date during the term of this Agreement and promptly report in writing to Us the non-compliance or likely non-compliance with PCI DSS or any facts that may have impact on Your PCI DSS compliance. Furthermore, You shall meet all costs associated with achieving compliance. Without derogating from the generality of the above, You assume full responsibility in the event of total or partial non-compliance with the PCI DSS program.

7. Genome rights and obligations

  1. We will accept, on Your behalf, settlement of proceed of the Transactions performed by Your Customers to the Account and automatically send relevant notification to You about the contemplated Transaction. If the Transaction is not successful, the relevant notification will be also submitted to You. You will see the amount of funds transferred to You by Your Customers on the balance of Your Merchant Account and will be able to create Transaction reports.
  2. We do not guarantee that the Customer will not cancel the Transaction. You accept that selling goods or services You operate at Your own risk and accept the fact that Transaction may be canceled by the Customer. In such a case You may be required to return the Customer funds of the respective canceled Transaction.
  3. If Refund is requested, You accept that We will refund all or part of the amount of the Transaction to the Customer upon receiving respective written instructions from You sent inside Our System. Refund shall be carried out on the Card of the original Transaction execution, not by cash or check. We may apply fees for the refund service, as detailed in the Schedule.
  4. We shall be entitled to withdraw funds from Your Merchant Account, as a result of Chargebacks, Refunds, fees, charges, fines and other penalties imposed by Card Schemes or other liabilities that are due by You.
  5. Subject to the provisions of these Terms of Service, upon expiration of the time period specified in the Schedule to this Agreement and receipt of the Settlement Funds from Our Partner Bank, the funds will be exchanged for E-Money issued by Us at the nominal monetary value and credited to Your Genome Wallet.
  6. You accept that Our Partner Bank reserve the right to establish a minimum amount of Settlement Funds. The exact minimum amount of Settlement Funds applicable to You will be indicated in the Schedule to this Agreement. Amounts below the said limit will be accumulated on the Account and will not be paid out by Our Partner Bank until they exceed said limit, at the latest upon termination of this Agreement.
  7. Unless other indicated in the Schedule to this Agreement, the currency of Settlement Funds to be credited to Your Genome Wallet is Euro. Any exchange rate losses shall be paid by You.
  8. You accept that We / Our Partner Bank reserve the right to set Rolling Reserve. The amount of Rolling Reserve depends on Our risk assessment and will be calculated on Transactions basis, meaning, that a percent from each Transaction amount paid to You will be reserved by Us or Our Partner Bank.

    A particular percent of Rolling Reserve applicable to You, as well as time period for holding of funds due to You before they will be credited to Your Genome Wallet will be agreed in the Schedule to this Agreement. You accept that during the reserve or holding period You will not be able to use the amount of funds appeared in the balance of Your Merchant Account when such funds have status “On hold” or “Rolling Reserve”.

    We shall have the right, at any time and without notice, to off-set any Your financial liabilities from the available Rolling Reserve.

    We may establish other types of security agreed between the Parties from time to time.
  9. We reserve the right to request from You information which has been requested by Our Partner Bank or Card Schemes, including information related to the Refunds and Chargebacks.
  10. We may check whether Your operations are in compliance with these Terms of Service, including approved details of the Order.
  11. In case of determination of fraudulent activity on Your side, significant increase of void Transaction events, non-compliance with the thresholds of maximum Chargeback levels applicable by the Card Schemes, breach of these Terms of Service or any Your actions or omissions which may result in loss of funds or may damage Us or third parties the funds due to You may be held up to 180 days from revealing of such facts.

    You undertake to reimburse all and any fees, costs, expenses, losses, damages, fines or other penalties suffered by Us or the respective third parties due to the above.
  12. You accept that We and Our Partner Bank reserve the right to retain the funds of Transactions: (i) during the period indicated in the Schedule to this Agreement; (ii) if there is a suspicion of money laundering or other criminal activities; (iii) if We consider the Transaction as suspicious; (iv) for up to 180 days, if a Customer submitted a Refund or Chargeback request or there are reasonable grounds to believe that such a request will be submitted.

    We may also retain funds on Your Merchant Account matching the financial request submitted against You by Us, Our Partner Bank or Card Schemes, including without limitation amounts of fines or other penalties imposed against You, amounts of disputable Transactions.
  13. Without prejudice to other provisions of these Terms of Service, You undertake to repay and give Your consent to make deductions of the following amounts from the balance of Your Merchant Account:
    1. Deduction of the Transaction amounts, - if We received information from Our Partner Bank on Chargeback in accordance with Card Scheme Rules;
    2. Deduction of the amounts of fees, fines and other penalties applied to You by Us, Our Partner Bank and / or Card Schemes, including in case of violation of Card Scheme Rules;
    3. Deductions of the amounts of expenses, fines and other penalties incurred by or applied to Us and / or Our Partner Bank in the course of the Service provision, including without limitation expenses, fines and other penalties incurred by or applied to Us and / or Our Partner Bank by the Card Schemes or any third parties because of Your violation of Card Scheme Rules or any other standards, applicable laws or regulations;
    4. Deductions of the amounts of expenses, fines or other penalties incurred by or applied to Us in the result of Your failure to keep confidential Cardholder Data available to You and / or in the result of Your use of such data for illegal or other non-authorised purposes;
    5. Deductions of the amounts related to handling by Us of the complaints, disputing Transitions, fines or other penalties imposed on You;
    6. Deductions of the expenses amounts incurred by Us in the result of Your violation of these Terms of Service.
  14. If the balance of Your Merchant Account is insufficient to cover the above Transactions, expenses, fines, penalties or other financial liabilities, We will send You a relevant notification and / or issue an invoice to You for the amount owed to Us which shall be paid by You within three (3) business days in accordance with the instructions provided on the invoice statement.

    In case invoice is over thirty (30) days past due, there will be a 10 % late-payment fee in favor of Genome. All bank transfer and charges of settlements related to the above shall be borne by You.
  15. We shall be entitled and You give Us Your consent to set-off any amounts due to Us under this Agreement or otherwise from and against any funds owing to You. We may exercise this right of set-off at any time and without notice.

    You acknowledge and agree that not applying the reimbursement or set-off for any period of time does not constitute a waiver of Our right to impose the application of such reimbursement or set-off retroactively.
  16. We shall be entitled to provide documents and information on You as Our Merchant to the Partner Bank for the due diligence purposes to ensure the Service provision to You and / or for the compliance with Our contractual obligations, as well as to make information on You available to the Card Schemes and / or regulatory authorities upon request.
  17. We shall be authorised to shut down the Service as necessary to conduct maintenance, upgrade, repair and/or provide other necessary attention to Our server or equipment. We have reasonable discretion to determine when to shut down the Service for Your Website. In such a case, We will give You advance e-mail notice when the Service for Your Website will be shut down and will cooperate with You in scheduling any shutdown.

    We will notify You in advance, following the procedure provided in the General T&Cs, about any regular or possible operational maintenance or update of Our System that may limit access to or use of Your Genome Wallet, Genome Merchant Portal or the Service.

    In the event of Our System failure or technical deterioration of the Service, We will take all reasonable steps to restore the Service. You shall not be entitled to any form of compensation in such a case.
  18. Without derogating from any other right available to Us under this Agreement, applicable laws and regulations or otherwise, We reserve the right to suspend, in Our sole discretion, at any time and for any period of time providing You with the Service immediately on the basis of risk management considerations or where required to be in compliance with any applicable laws and regulations or for any other reasons. In such a case We will notify You on Our decision to suspend the Service as soon as practically possible.
  19. You accept and give Your consent to Us to display, free of charge, Your logo and / or description of goods or services that You sell on Our Site, among the list of Our customers, and inside Our System for marketing and / or advertising purposes. We also reserve the right to remove Your logo and / or description of goods or services that You sell or provide, as well as relevant advertisement at any time without a prior notification to You and without indicating the reason for removal.
  20. In case of API integration other than HOST-2-HOST, We undertake to ensure Our compliance with the PCI DSS requirements applied to Us to the extent, to which it is related to storage, processing and transfer of payment card data, and to safety and storage environment of payment card data.

8. Intellectual property

  1. 8We or Our licensors own all right, title and interest, including without limitation all copyright, Trademark and other Intellectual Property Rights, in and to Eco-System Genome and all its components, including the Service, installation documentation of the Service, Genome Site, Genome User Portal, Genome Merchant Portal, their content and all modifications, alterations, derivative works, and enhancements thereto, and all copies and components used in the provision thereof, including without limitation, all software, techniques, models, specifications, business methods, business processes, website designs, graphics, diagrams, drawings, blueprints, tracings, text, content, trade names, trade secrets, logos, know-how, documentation in relation to the foregoing and any other information (“Intellectual Property”).
  2. You acknowledge that You are prohibited from any use, reproduction, decompilation, reverse engineering, modification or distribution of any Intellectual Property that is not expressly authorised in this Agreement. You may not sell, resell, assign or otherwise transfer rights to Our System, Service or any Intellectual Property.
  3. Except as expressly stated herein, this Agreement does not transfer or grant You any right, title or interest in and to Eco-System Genome, its components and other Intellectual Property. You have no right to commercialize all of the above, in whole or in part.
  4. You hereby acknowledge that the unauthorised use or release of the Intellectual Property or any part thereof, except as provided herein, would result in damages to Us which could not be adequately compensated for in damages by monetary award.

    Accordingly, in the event of any such breach, in addition to all other remedies available at law or in equity, We shall be entitled, as a matter of right, to apply to a court of competent equitable jurisdiction for relief by way of restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with this Agreement.
  5. Subject to Your acceptance of and compliance with these Terms of Service and the applicable laws and regulations, for the duration and strictly for the purpose of this Agreement on the territories agreed in the Order, We grant You a limited, non-commercial, non-exclusive, royalty-free, non-sublicensable, non-transferable, non-assignable, terminable and revocable licence to use the Service, installation documentation of the Service, Genome Merchant Portal and other Intellectual Property, and to display Our or Our affiliates certain logos and Trademarks, as We may from time to time designate, on Your Website for the sole purpose of advising Your Customers or end users of Your Website of the availability of the Service.You shall use Our Intellectual Property in accordance with Our reasonable instructions. The above granted rights shall expire upon termination of this Agreement. We reserve the right to suspend or revoke these rights at any time in Our sole discretion.
  6. You shall not use, register or attempt to register any Trademark or domain name that could reasonably be considered confusingly similar to any of Genome (or its affiliates) Trademarks or Genome Site.

9. Confidentiality

  1. Each Party agrees to maintain all Confidential Information of the other Party in confidence to the same extent that it protects its own similar Confidential Information and to use such Confidential Information only as permitted and for the purpose of fulfilling its obligations under this Agreement.
  2. Each Party undertakes not use Confidential Information of the other Party for its own behalf and agrees to take all reasonable precautions to prevent any unauthorised disclosure or use of the Confidential Information of the other Party including, without limitation, disclosing such Confidential Information only to its employees, contractors or agents with a need to know and who are parties to appropriate agreements sufficient to comply with this Article.
  3. The confidentiality obligations shall not apply to information that:
    1. is or becomes public knowledge through no action or fault of the other Party;
    2. is known to either Party without restriction, prior to receipt from the other Party under this Agreement, from its own independent sources as evidenced by such Party’s written records, and which was not acquired, directly or indirectly, from the other Party;
    3. either Party receives from any third party reasonably known by such receiving Party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; or
    4. information independently developed by either Party’s employees, contractors or agents provided that either Party can show that those same employees, contractors or agents had no access to the Confidential Information received hereunder;
    5. is identified in writing by disclosing Party as no longer confidential;
    6. is required to be disclosed under the respective request of the regulatory authorities / agencies, Card Shames, or such a disclosure is required under the applicable laws, regulations, Card Scheme Rules or other standards.
  4. You acknowledge that a breach of Your confidentiality obligations under this Agreement will cause irreparable harm to Us and that the remedy at law for any such breach may be inadequate. You, therefore, agree that, in the event of any such breach or threatened breach, We shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The remedies provided in this Agreement shall be cumulative, and nothing herein shall limit Our right for damages, losses and expenses caused by any failure of You to comply with the terms of this Article 9.
  5. This Article 9 shall survive termination of this Agreement for whatever reason, and will bind the Parties, their successors and permitted assigns.

10. Data protection

  1. Each Party shall comply with Data Protection Requirements applicable to the conduct of its business and the performance of its obligations under this Agreement.
  2. When You transfer to Us Personal Data of Your Customers, We and You jointly determine to process Personal Data. For the purposes of Our cooperation We and You are joint Data Controllers and bear several liability for data protection infringements. Parties shall cooperate in identifying and resolving compliance issues with regard to Data Protection Requirements.
  3. Each Party shall respect data privacy and security policies of the other Party. You shall be a subject to Our Privacy Policy and should check it one more time before accepting these Terms of Service. You should also check whether Your privacy policy duly discloses Your data practices and complies with Data Protection Requirements.
  4. You shall implement appropriate technical and organizational measures to ensure, and to be able to demonstrate, that processing of the Personal Data is performed in accordance with the Data Protection Requirements, including maintaining records of all processing activities, complying with the principles of data protection by design and by default and, where required, performing data protection impact assessments and conducting prior consultations with the supervisory authority.
  5. You shall warrant that You have appropriate legal grounds to collect, process and transfer to third parties Personal Data of Your Customers. You warrant that You will obtain prior consent from data subjects or has other relevant legal basis (e.g. contract or legitimate interest) to collect, use and process their Personal Data. If You disclose Personal Data without relevant legal basis,You shall be responsible for that unauthorised disclosure in accordance with Data Protection Requirements (including without limitation GDPR).
  6. To the extent that You process data subject’s Personal Data, it may be required under Data Protection Requirements to honor requests for data access, portability, correction, deletion, and objections to processing. In case data subject directly contact Us with a request to exercise his individual rights under Data Protection Requirements or with another claim on data protection, We will direct such data subject to You as a data controller.
  7. In case of breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed by You (the “Data Breach”) You shall:
    1. notify Data Breach to the relevant supervisory authority without undue delay and, where feasible, not later than 72 hours after having become aware of it, unless You are able to demonstrate, in accordance with the accountability principle, that the Data Breach is unlikely to result in a risk to the rights and freedoms of natural persons;
    2. provide appropriate notice, as well as recommendations to mitigate potential adverse effects, to data subjects in the event of a Data Breach which is likely to result in a high risk to their rights and freedoms.
  8. We bind ourselves not to disclose or make any reference to the Personal Data of Your Customers to third parties except for the purposes of:
    1. providing You with the Service described in this Agreement;
    2. internal use, record keeping, internal reporting, and support purposes, such data is to be retained as long as necessary or as required by law;
    3. to provide the data as required by law or court order or to defend Your rights in a legal dispute.
  9. You bind yourself to:
    1. abide by all applicable Data Protection Requirements (including without limitation GDPR);
    2. obtain prior consent from all Your Customers which initiate a Transaction through Your respective Website for the collection, retention, use and processing of Personal Data by You and Us;
    3. protect the data relating to Your Customers, which is collected and stored by You against unauthorised access and shall use said data solely as permitted;
    4. immediately notify Us if You reasonably believe that there has been any security breach including but not limited to instances of unauthorised access or attempt to access Transaction Data or Customer Personal Data, where there is a suspected or confirmed damage, loss or theft of Transaction Data or Customer Personal Data.
    5. cooperate with and assist Us, at Your expense, in identifying and resolving compliance issues with regard to all applicable laws, rules and regulations.
  10. Upon Our request You undertake to disclose such information and / or allow access and fully cooperate, at Your own expense, with any financial, security and / or procedural inspection, investigation and / or audit that may be conducted by or for Us, Our Partner Bank, Card Schemes, regulatory authorities / agencies and / or other relevant payment providers.
  11. You shall shall not do or omit to do, or cause or permit anything to be done or omitted to be done, which may cause or otherwise result in a breach of the Data Protection Requirements by You, Us, Our Partner Bank, Card Schemes or others.
  12. Parties’ rights and obligations, as well as detailed information on Personal Data processing in relation to providing the Service under this Agreement may be also specified in a separate data processing agreement between Merchant and Genome. In the event of any conflict between this Agreement and any separate agreement or addendum concerning data protection Parties entered into, the separate agreement will control.
  13. In case there is a cross-border data transfers (e.g. EU – USA) between Parties, European Commission-Approved Standard Contractual Clauses shall be used as a legal mechanism for data transfers from the EU and shall be executed between Parties as a separate agreement.
  14. We shall not be liable for any data breaches caused by Your fault or for Your non-compliance with Data Protection Requirements (including without limitation GDPR). You, in accordance with Article 13, is obliged to indemnify and hold Us from and against any claims, losses, fines and/or obligations arising from the violation by You of Data Protection Requirements (including without limitation GDPR).

11. Withhold of payment. Suspension. Termination

  1. Each Party shall have the right to terminate this Agreement by thirty (30) days’ written notice to the other Party.
  2. You accept that We will cease to provide the Service to You and terminate this Agreement with immediate effect in case of termination of the General T&Cs and closure of Your Genome Wallet.
  3. Without derogating from the aforesaid, We shall be entitled to unliterally limit access to the Service, to suspend Your Genome Wallet or to suspend provision of the Service (in any jurisdiction),to defer payment of Transaction amounts to You for up to 180 days or more (including the case and respective timing when Our Partner Bank withholds the pay-out of Settlement Funds to Us) and/or to terminate this Agreement with immediate effect and / or to refuse to provide the Service to You in the future at any time and in Our sole discretion in the following cases:
    1. If You fail to perform or comply with any obligation under this Agreement, including without limitation Your obligations under Article 6 above, and/or do not remedy any breach upon written request to such effect made by Us;
    2. If We reasonably suspect or believe that You are using the Service in connection with any unauthorised, dishonest or criminal activities or upon notice from the Card Schemes or Partner Bank that You violated any of their rules;
    3. If We suspect or have evidence that fraud and / or other illegal or prohibited activity is or may be occurring, including fraudulent, prohibited or illegal Transactions;
    4. If You become the subject of a sanction imposed or an investigation initiated by a regulatory body concerning possible illegal business practices;
    5. If Your activity or inactivity contradicts with the Card Scheme Rules, rules of Our Partner Bank, and / or if You fail to comply or We have reasonable grounds to suspect that You are not in compliance with the applicable laws, rules, regulations, procedures, instructions, requirements, recommendations of Card Schemes, Our Partner Bank, competent court or governmental, regulatory authority or agency;
    6. If We are required to do so under the law or by any Card Scheme, Our Partner Bank, competent court or governmental, regulatory authority or agency;
    7. If You are engaging in such behavior that is damaging to or may harm Us, Our System, Our or Our Partner Bank and / or Card Schemes’ business reputation;
    8. In the event of unauthorised use of the software provided for the purposes of this Agreement or because of other security reasons;
    9. If any representation, declaration or warranty stated and made by You when accepting the General T&Cs and these Terms of Service proves to be untrue, false, incorrect, incomplete or misleading. This rule concerns including but not limited to significant deviation from estimated volume, number and type of Transactions;
    10. If You fail to supply Us with the requested or updated documents or information, including the documents or information with respect to Your Representatives, and / or provided Us with untrue, incomplete or misleading information;
    11. If You are using the Service on the website address (URL) which has not been indicated in the Order, amendments thereto and / or approved by Us;
    12. If there is a material change in the number, value or type of payments of which You failed to inform Us in advance and receive Our approval;
    13. If You stop Your business or there are no Transactions within the time period indicated in the Schedule to this Agreement. You accept that in such a case We reserve the right to apply inactivity fee, as indicated in Our fees and charges;
    14. If You do not comply with the Chargeback Ratios, Refunds level or fraud thresholds;
    15. On the basis of risk management considerations;
    16. If We cease to provide the Service or in the event of expiry or termination for any reason of the business relations or cooperation between Us and the respective Partner Bank, Card Scheme and/or any other third party provider involved by Us and relating to the provision of the Service;
    17. If You sell Your business, there is a change of control over Your business, Your licence or other permit or authorisation has been revoked, You change the name or nature of Your business, You change legal status of Your business without notification and Our approval of further Service provision;
    18. If You fail to pay Your debts or there are pending financial obligations, including without limitation outstanding fines ,charges, duties or other penalties due to Us, Card Schemes or Our Partner Bank;
    19. If You become subject to reorganisation, bankruptcy, restructuring, insolvency, make a general assignment for the benefit of creditors, commence procedures for voluntary winding up, suffer or permit the appointment of a receiver for Your business assets, or are wound up or liquidated, voluntary or otherwise, and /or in case of other similar proceedings or procedures initiated by or against You;
    20. If You do not meet Your obligations concerning PCI DSS compliance or do not comply with the confidentiality obligations under this Agreement;
    21. If You do not respond to the notices sent according to Article 19 below within one (1) month;
    22. If You are in a material breach or We reasonably suspect that You may be in breach of any other provision of these Terms of Service and / or any procedures or instructions resulting in additional work, losses or damages for Us;
    23. If Your Genome Wallet with Us has been arrested or frozen;
    24. In other cases, including those listed in these Terms of Service and General T&Cs.
  4. Where possible, We will inform You of the above listed measures introduced against You and the reasons for them in advance, and at the latest immediately thereafter, unless providing such information would compromise objectively justified security reasons or is prohibited by law.
  5. You accept that We reserve the right to defer payment of Transaction amounts to You until: (i) any and all Your liabilities have been settled and there are no further risk of additional liabilities to be incurred by Us or Our Partner Bank resulting from the acts or omissions of Your activities; (ii) all suspicions have been allayed in the result of investigation.
  6. You accept that if for any reason this Agreement is terminated during its first year of validity starting from the Effective Date, You shall pay Us early termination fee in the amount indicated in the Schedule to this Agreement (save for the case when this Agreement is terminated because of Your disagreement with the proposed changes, as detailed in Article 17 below).
  7. The Rolling Reserve or any other type of security established by Us pursuant to this Agreement shall remain in place regardless of the Agreement termination for as long as there are residual or contingent financial liabilities applicable to You. The exact time period for holding Rolling Reserve with Us shall be defined in the Schedule to these Terms of Service due to the chargebacks risk.
  8. In case of any breach of this Agreement or any actions or omissions of You which may result in loss of Our own funds or may damage Our or Our affiliates reputation, We shall have the right to hold Settlement Funds up to 180 days from the revealing of such facts and You give Us an irrevocably consent to do so.
  9. Each Party shall be released from all rights, obligations and liabilities to the other Party occurring or arising after the date of the Agreement termination, except that any termination of this Agreement shall not relieve Us or You from any liability arising prior to the termination of this Agreement, including without limitation, Refunds, Chargebacks, reversed payments, fines, penalties, fees, charges and any other financial or other liabilities or obligations due or which thereafter may become due under the Agreement.
  10. You shall pay Us all outstanding debts regardless of whether the invoice was submitted to You before or after the Agreement termination;
  11. You shall not continue to use or display Our, Our affiliates or Card Schemes’ marks and names after termination of this Agreement.
  12. Upon termination of this Agreement for any reason, We will cease to provide the Service to You, You shall immediately return all installation documentation to Us and cease to use the Service. Upon termination of this Agreement, You shall also return to Us or destroy all copies of Our Confidential Information in every form made available to You in the course of Our cooperation. Upon Our request, You agree to certify in writing to Us that You have performed the foregoing obligations.
  13. Termination of this Agreement shall not affect any provision of this Terms of Service which by its wording or nature is intended to remain effective and to continue to operate in the event of termination of this Agreement (e.g. confidentiality provisions), and shall not prejudice or affect the rights of either Party against the other in respect of any breach of these Terms of Service.

12. Limitation of liability

  1. Conditions for limitation of Our liability are described in the General T&Cs and shall be applicable to You as a Merchant as well.
  2. In no event shall We, Our affiliates, subsidiaries, agents, contractors or other third party providers be liable to You or any third party for any indirect, special, consequential, punitive or incidental damages, whether based on negligence, willful misconduct, tort, contract (including without limitation fundamental breach or breach of a fundamental term) or any other theory of law.
  3. To the fullest extent permitted under the applicable laws and regulations, neither We, nor Our affiliates, subsidiaries, agents, contractors or other third party providers shall be liable:
    1. for any delay or failure to perform the obligations under this Agreement to the extent that the delay or failure is caused by any of the following: (i) failure, interruption, infiltration or corruption of any hardware, software or other telecommunications or data transmission system; (ii) Our belief that the Transaction is unauthorised or fraudulent or poses a security risk; (iii) interception or seizure compelled by law or regulation; (iv) Event of Force Majeure, as detailed in clause 12.4 below.
    2. for any losses or damages resulted from delay in the payment of Settlement Funds to You caused by third parties including Our Partner Bank;
    3. for any losses or damages arising from the Service limitation, suspension or inability for the reasons described in these Terms of Service or because of the actions or omissions of third parties;
    4. for any losses or damages caused by the Event of Force Majeure, as detailed in clause 12.4 below;
    5. claims made against You by third parties;
    6. for any losses or damages caused by a decision or action of a third party such as court, authority, bank, the other party or any other event that is outside of the control of the erring party;
    7. for the actions and omissions taken to be in compliance with the applicable laws, regulations, contractual obligations or rules of Our Partner Bank and / or Card Scheme Rules.
  4. Neither Party shall be liable for any economic loss, delay or failure in performance of any part of this Agreement to the extent that such loss, delay or failure is caused by fire, flood, explosion, natural disaster, accident, war, terrorism, riot, strike, embargo, governmental acts or requirements, civil and military authority, act of God, civil unrest, data trespass, inability to secure materials or labour, action of the other Party or any other cause beyond such Party’s reasonable control (“Event of Force Majeure”).

    Events of Force Majeure require appropriate confirmation of the competent authorities.

    The Parties undertake to use all reasonable endeavours to avoid or mitigate the impact of any Event of Force Majeure and to recommence performance of their obligations under this Agreement as soon as reasonably possible. In the event that the cause of the Force Majeure lasts longer than three (3) months, either Party is entitled to terminate this Agreement with a written notice of immediate effect.
  5. We accept no liability for the provision of services by any third party where You have a separate agreement with such third party. You may obtain information about Our partnership with third party providers and contact data upon request to Us.
  6. Our maximum aggregate liability howsoever arising under or in connection with this Agreement, including by way of negligence or any other reason, shall be limited to the fees and charges paid by You to Us during the three (3) calendar months immediately preceding the date on which the relevant cause of action arose.
  7. Any claim for compensation for faults or damages You must present in writing to Us within ninety (90) days after the occurring of the alleged fault or damage.
  8. Provisions for limitation of Our liability under this Agreement shall apply to the extent permitted under the law. In the event that the applicable laws and regulations do not allow to exclude or limit Our liability under this Agreement, the respective regulatory conditions shall apply.

13. Indemnification

  1. You hereby agree to indemnify, defend and hold Us and Our affiliates, subsidiaries, successors, permitted assigns, shareholders, officers, directors, employees and applicable third parties (e.g., licensors, licensees, agents, contractors and other third party providers) (collectively, the "Indemnified Party") harmless from and against any and all losses, damages, awards, causes of action, claims, suits, actions, threatened actions, or legal proceeding,obligations, demands, assessments, fines and penalties (civil or criminal), liabilities, expenses and costs (including litigation costs and reasonable attorneys' fees) claimed by third parties, including Customers / end-users of Your Website and Partner Bank, resulting from or arising out of or in connection with, without limitation:
    1. Your Website, Trademarks, goods or services;
    2. Your or any of Your Representative direct or indirect actions and omissions suffered or incurred by Us or Our Partner Bank;
    3. any breach or alleged breach or non-compliance by You of any representation, warranty, covenant or other obligation or condition under this Agreement;
    4. Your or any of Your Representatives, employees, contractors or agents’ negligence, willful misconduct or fraud;
    5. any actual or alleged infringement, misappropriation, or violation of Our or any third party patent, copyright, Trademark or other Intellectual Property Right, as well as, any security breach including without limitation in relation to Customers information and compliance with PCI DSS;
    6. disputes with Cardholders and claims by Customers, including, without limitation, claims relating to Your disclosure of Cardholder Data or Customer Personal Data; and
    7. any alleged or actual violation by You of any applicable laws, regulations, policies, guidelines, ordinances, orders, Data Protection Requirements, rules, including without limitation, PCI DSS, Card Scheme Rules, rules of Our Partner Bank or any governmental, regulatory authority or agency having jurisdiction over the subject matter hereof.

      In the event You cause fines and/or penalties to be charged to Us for Your violation of the Card Scheme Rules, rules of Our Partner Bank, or any other governmental, regulatory authority or agency, You agree to immediately reimburse Us for such fines and penalties after We provide You with a written notice with reasonable evidence of such fines and/or penalties implied against Us.
  2. In connection with the foregoing indemnity obligations:
    1. You shall provide Us with prompt written notice of third party claim (it being understood, however, that failure to provide such notification shall not relieve You of Your indemnification obligations hereunder, except to the extent You have been materially prejudiced by the delay);
    2. You shall have the right to have sole control over the litigation or settlement of third party claim so long as any such settlement does not involve the admission of any wrongdoing by Us or restrict Our future actions and includes a full Our release, provided, however, that We may obtain separate counsel to represent Our interests;
    3. You shall use reasonable endeavors to mitigate the losses, damages and other financial liabilities;
    4. You shall not agree to any settlement or consent to judgment that requires any admission of liability or payment of money by Us without Our prior written consent; and
    5. We will provide reasonable cooperation in the defense and all related settlement negotiations, all at Your sole cost and expense.
  3. Should We are entitled to compensation under this Agreement, We will deduct the amount of funds You owe to Us from the balance of Your Merchant Account. You give Us irrevocable consent to do so. In the event that the balance of Your Merchant Account is insufficient to cover the compensation to Us under this Agreement, We will issue an invoice to You for the amount owed to Us which shall be paid by You within three (3) business days in accordance with the instructions provided on the invoice statement.

    In case invoice is over thirty (30) days past due, there will be a 10 % late-payment fee in favor of Genome. All bank transfer and charges of settlements related to the above shall be borne by You.
  4. The indemnities and obligations herein provided shall continue in full force and effect notwithstanding the termination of the Agreement.

14. Set-Off

  1. We shall be entitled to set-off any of Your indebtedness towards Ours pursuant to this Agreement from the Balance of Your Merchant Account. We also reserve the right, at any point in time, to send You reminders or to take other debt collections measures. In the case that any extra charges have been incurred in connection with any debt collection or enforcement measures We reserve the right to charge You with them.

15. Merchant disputes

  1. You agree that any dispute or claim regarding the goods or services that You sell using the Service is between You and Your Customer, and agree that We shall not be a party to any such dispute or claim.
  2. If You and Your Customer fail to settle the dispute directly, the dispute can be resolved by Us. You accept that We may apply fee for the dispute investigation, as detailed in the Schedule to this Agreement. Our decision in the dispute will be of recommendatory nature and does not deprive You or Your Customer of the right to apply to court or other competent authorities to protect the violated rights.
  3. 1We reserve the right to reject Your request for the dispute settlement without indicating the reason for rejection.
  4. If We are involved into the dispute, such involvement include:
    • analysis of the dispute;
    • collecting of the required documentation from Your side;
    • checking of the provided documents, their processing and addition of required data;
    • passing of the dispute on the side of the Partner Bank.

16. Audit

  1. You shall, at Your sole cost and expense, maintain complete and accurate books and records during the term of this Agreement. To determine whether You are a bona fide business, We shall be entitled to carry out:
    1. Credit check, background investigations, and reference checks of the Merchant. If the credit check raises questions or does not provide sufficient information, You also should conduct a credit check of:
      • the owner, if You are a sole proprietor;
      • the partners, if You are a partnership;
      • the principal shareholders, if You are a corporation.
    2. Inspection of Your premises and Websites and records to ensure that You have the proper facilities, equipment, inventory, agreements, and personnel required and if necessary, license or permit and other capabilities to conduct business.
  2. Upon Our request You undertake to disclose such information and/or allow access and fully cooperate, at Your own expense, with any financial, security and/or procedural inspection, investigation and/or audit that may be conducted by or for Us, Our Partner Bank, Card Schemes, regulatory authorities/agencies and/or other relevant payment providers.

17. Changes to the terms of service

  1. We reserve the right to change these Terms of Service at any time.
  2. Unless otherwise stated herein, changes to these Terms of Service are subject to at least thirty (30) days advance notification before their proposed date of application. If You do not notify Us that changes to these Terms of Service 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 Service.
  3. In the event that You do not accept or reject changes to these Terms of Service, 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 into force. Your notice rejecting changes to these Terms of Service will be deemed as a notice of termination of this Agreement. This means that We will stop providing Service to You.
  4. Notwithstanding above, We have the right to change the terms, conditions or specifications of the Service due to:
    1. changes in the Service which are made at Your request, - in three (3) days upon Our approval of the requested or proposed changes, as well as the updated fees and charges applicable thereto (unless other terms arise from the nature of Service changes);
    2. changes in the Service and / or Our fees or charges which are made at the request or due to changes in the rules or tariffs of Card Schemes, Our Partner Bank or any other third party service provider involved by Us, - upon a three (3) day written (including e-mail) notice; or
    3. Your failure to fulfill the obligations hereunder, - upon a three (3) day written (including e-mail) notice;
    4. changes in applicable laws or regulations that affect Our ability to provide the Service or Your ability to use the Service, – with immediate effect.
  5. You accept that changes to Our currency exchange rates do not require Your consent and shall come into effect immediately.
  6. You are not entitled to unilaterally change, amend or alter provisions of these Terms of Service.

18. Language

  1. The formal language of these Terms of Service, information and documents to be provided and executed by You under these Terms of Service, as well as communication between You and Us, is English. The provisions of these Terms of Service in English shall prevail over any other language that may be used in Our communication with You (where so required). Using in Our communication with You of any other language is exclusively for informal purposes and in no way shall alter, change or modify these Terms of Service.

19. Notices

  1. Notices hereunder shall be delivered and effective as follows: every notice required or contemplated by this Agreement to be given to the respective Party shall be in writing and in English and may be given (i) by hand delivery, (ii) by overnight commercial courier delivery service or express mail, (iii) by fax, (iv) by certified mail return receipt requested or (v) by e-mail.
  2. You accept that notices and other communications can be also delivered to You by posting on Your Genome Merchant Portal or placing on the Site, if the respective notice or communication refers to all Our Merchants.
  3. You give a consent to Us to receive notices and other communications electronically.
  4. The said notice shall be deemed delivered (i) on the date of hand delivery;(ii) the next business day after delivery to an overnight commercial courier service or to national postal service for express mail for delivery on the next business day; (iii) the date of transmission of the fax, if an electronic transmission report is obtained and retained, showing that all pages have been successfully transmitted; or (iv) seven (7) days after mailing by certified mail return receipt requested; (v) on the date the e-mail is sent, if addressed to the intended Party at the verified e-mail address. If an e-mail is received on the respective Party’s business day, but not within business hours, it shall be deemed to have been received on the following business day. Verified e-mail address of Your authorised Representative shall be considered and used as Your e-mail address for correspondence hereunder. Our contact details including e-mail address for correspondence are provided in Article 27 below.

    If a notice or other communication is transmitted to You by posting on Your Genome Merchant Portal or placing on the Site, it shall be considered delivered to You upon posting or placing.
  5. All communications sent by e-mail and / or additionally by certified mail to the last address of You indicated in Our System will be deemed to have been delivered to You regardless of whether any such communications have been returned through certified mail.

20. Governing law. Disputes resolution

  1. The construction, validity and performance of these Terms of Service, as well as any rights, obligations, claims or disputes arising out of them shall be governed in all respects by the laws of the Republic of Lithuania without recourse to the conflict of laws rules regardless of the venue or jurisdiction in which a dispute arises.
  2. The Parties shall use their best endeavors to settle all disputes by way of negotiations. Unless settled by negotiations, any dispute, arising out of or relating to this Agreement, shall be finally settled by arbitration in the Vilnius Court of Commercial Arbitration in accordance with its Rules of Arbitration. The number of arbitrators shall be three. The place of arbitration shall be Vilnius, Republic of Lithuania. The language of arbitration shall be English.

21. Independent contractors

  1. The Parties to this Agreement are independent contractors and neither Party is the agent, joint venture, partner or employee of the other. No relationship of principal to an agent, master to a servant, employer to employee, franchiser to franchisee, partners or joint ventures is established hereby between the Parties. Save as expressly stated herein, neither Party has the authority to bind the other Party nor incur any obligation on its behalf.

22. Non-solicitation

  1. For the duration of this Agreement and one (1) year after its termination You undertake not to canvass or solicit, directly or indirectly, any of Our employees, directors, officers, contractors or agents, either on Your behalf or on behalf of any other natural or legal person.

23. Assignment

  1. We reserve the right to assign Our rights and obligations under this Agreement to any third party at any time without Your consent or approval in connection with a merger, acquisition, reorganization, recapitalisation or sale of all of or substantially all of Our stock, business or assets, provided that such an assignment will be in compliance with the applicable laws and regulations.
  2. You may not assign or sub-contract this Agreement or deal in any way with all or any part of the benefit of, or Your rights or obligations under this Agreement without Our prior written consent, which consent may not be unreasonably withheld. Any attempt to assign this Agreement other than as permitted herein shall be null and void.

24. Severability

  1. All the provisions of these Terms of Service are distinct and severable. If any court or other authority of competent jurisdiction finds any provision or part of any provision of these Terms of Service to be invalid, unenforceable or illegal, this shall not impair the operation of these Terms of Service or affect the other provisions, which are valid. If any provision or part of any provision of these Terms of Service is inconsistent with the applicable laws and regulations, the requirements of the applicable laws and regulations override these Terms of Service in the part of their inconsistency.

25. No waiver

  1. Failure or delay by Us to exercise any right, power or remedy under these Terms of Service or to require or enforce strict performance by You of any provision of these Terms of Service and any supplemental or incorporated documents or policies shall not be regarded as a waiver or relinquishment of any such right, power or remedy.Our waiver of any default or breach of this Agreement shall not be effective unless given in a signed writing and shall not constitute a continuing waiver or waiver of any other or subsequent default or breach.

26. Agreement entirety

  1. This Agreement constitutes an entire agreement of the Parties with respect to the subject matter hereof, into which all prior negotiation, commitments, representations and undertakings of the Parties related to the subject matter hereof are merged and, except as herein specifically provided, there are no oral or written understandings or agreements between the Parties hereto relating to the subject matter hereof.

27. Contacts

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

    E-mail: support@genome.eu

    Site: https://genome.eu/contact/

    Address: Žalgirio g. 88, LT-09303, Vilnius, Lithuania

    We will notify You about changes in Our contact details or contact tools available to You by e-mail. The respective notification will be also posted on Your Genome Merchant Portal.

    Our Merchant Support Team is normally available on Business Days during business hours 9 AM - 5 PM (Vilnius time).

    These Terms of Service last modified on [----------], 2018