Effective on: 29.03.2021.
1. DEFINITIONS AND INTERPRETATION
1.1. In these Terms and Conditions, the following terms have the meaning set out beside them and may be used in the singular or plural as appropriate:
“Account ID Information” means unique identifier, which is a combination of letters, numbers or symbols, which Everyfin assigns to you and by which Everyfin uniquely identifies you participating in the Transactions, and/or your Everyfin Account used in Transactions.
“Business day” means any day other than a Saturday or a Sunday or a public or bank holiday in England.
“Client Support” means our client service, which you can reach by sending a message through the “Support” facility on the website or email to Everyfin’s email address [email protected].
“Everyfin Account” or “Account” means a multi-currency non-deposit and non-interest-bearing electronic money account and multi-currency current account you open and maintain through the Everyfin Website.
“Everyfin Website” or “Website” means the website available at www.everyfin.co.uk.
“Everyfin” means Everyfin Ltd. (registered number: 13039392) whose registered office is at 65 Compton Street, London, England, EC1V 0BN, United Kingdom, who is EMD agent of a principal partner organisation, i.e., authorised by FCA Electronic money institution.
“FATF” means Financial Action Task Force.
“Fees” means any and all fees, currency exchange rates and other charges levied by us for your use of the Everyfin Service, as stated in the Fee Tables on the Website and which may be amended by us from time to time in accordance with these Terms.
“Financial Ombudsman Service” means the services provided by the United Kingdom Financial Ombudsman Service, details of which can be found at www.financial-ombudsman.org.uk and who can be contacted at The Financial Ombudsman Service, Exchange Tower, London, E14 9SR, United Kingdom
“FCA” means the Financial Conduct Authority of the United Kingdom whose address is 25 The North Colonnade, Canary Wharf, London E14 5HS, United Kingdom; further information on the FCA can be obtained on the FCA’s website at www.fca.org.uk
“Identification” means verification/establishment of the identity of the Client and/or Client’s beneficial owner(s) and/or Client’s representative in accordance with the Terms and the procedure established by Everyfin.
“Internet Bank” means Remote Account Management system, used for the execution of Transactions in the Account and exchange of information and documents between Everyfin and the Client by using protected data transmission channels on the internet and applicable Remote Account management parameters and tools.
“Month” means a calendar month.
“Parties”, “Party” means Everyfin and you together and each separately.
“Payer” means a natural or legal entity that submits the Payment order for the Outgoing Payment.
“Payee” means a natural or legal entity specified in the Outgoing Payment as a recipient of funds from the Outgoing Payment.
“Payment” means a transfer of funds to your (“Incoming Payment”) or from your (“Outgoing Payment”) Everyfin Account.
“Payment instrument” means any payment instrument that allows to link to the Everyfin Account and make payment transfers with the help of this payment instrument including, but not limited to, credit cards and debit cards.
“Payment order” means an order from the Payer or Payee to execute a Payment.
“Payment service(s)” means services enabling Transactions and all the operations required for operating a payment account; execution of Transactions, including Incoming and Outgoing Payments on a payment account with the payment service provider of the payment service user or with another payment service provider; issuance and (or) acceptance of payment instruments.
“Payment services provider” means a bank, a payment institution, an electronic money institution or other financial institution that is authorized to provide Payment services.
“Privacy Policy” is Everyfin’s privacy policy governing the processing of personal data which is available on the Website, as may be amended from time to time.
“Terms” means these Everyfin Terms and Conditions, published on the Website and as may be amended from time.
“Top Up” means the crediting of funds to your Everyfin Account by purchasing electronic money.
“Transaction(s)” means, as the context permits: (a) a Payment; or (b) a Withdrawal; or (c) a Top Up; or (d) Currency exchange in each case less any applicable Fees.
“User” means an individual, who is duly authorized as a representative of the Client, who on behalf of the Client uses Internet Bank to access and manage the Account and/or uses any other service and functionality available within the Internet Bank.
“Value date” means a day of executing a payment transaction. “We”, “us”, “our” means Everyfin.
“Withdrawal” means taking funds from your Everyfin Account by selecting one of the withdrawal methods available to you in your country of residence.
“You”, “your”, “Client” means you, the natural person or legal entity, including corporate persons, personal companies and their analogues, in whose name the Everyfin Account is opened and maintained.
1.2. These Terms shall apply to all Clients.
1.3. The headings are inserted in these Terms for convenience only and shall not affect its construction or interpretation.
1.4. A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
1.5. A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in the Companies Act 2006.
1.6. Any reference in these Terms to any provision of a statute or statutory instrument shall be construed as a reference to that provision as amended, re-enacted or extended.
1.7. Unless the contrary intention appears, words in the singular include the plural and vice versa; words importing the masculine gender include the feminine and neuter and vice versa; references to persons include bodies’ corporate, unincorporated associations, partnerships or an authority.
1.8. Any phrase introduced by the term “included”, “including”, “in particular” or any similar expression will be construed as illustrative only and will not limit the sense of the words preceding that term.
I. GENERAL PART
2. INTRODUCTION
2.1. Everyfin® is a trading name of Everyfin Ltd, a company incorporated under the laws of England and Wales with registration number 13039392. We are authorised as an EMD agent by the Financial Conduct Authority (FCA) under the Electronic Money Regulations 2011. Our FCA reference number is 902975.
2.2. These Terms govern the opening, use and closure of your Everyfin Account, relations between Everyfin and you, to whom Everyfin renders services, or who have applied to Everyfin for its services as referred herein. Together with any other terms and conditions referred to in these Terms, they constitute the agreement between you and us. For the use of additional services, you may have to accept additional terms and conditions as notified to you when you are ordering or using such services. You are advised to print or download and keep a copy of these Terms for future reference. You can always view the current Terms, Fees, currency exchange rates and interest rates set by Everyfin on our Website.
2.3. Depending on the type of Everyfin Account you have, additional terms and conditions may apply as communicated to you at the appropriate time. In the event of any conflict between the additional terms and conditions and these Terms, the additional terms and conditions shall come first.
2.4. The Terms shall constitute an integral part of all Transactions and agreements between the Parties. The Terms have the same legal force as other conditions of agreements concluded between the Parties. In case of any discrepancy between the norms of the Terms and the norms stipulated in any agreement between the Parties, the norms stipulated in the agreement between the Parties shall apply.
2.5. Upon entering into business relations with Everyfin, you certify that you have studied the Terms, provisions of the respective agreements entered into with Everyfin, Everyfin’s Fees and rates set by Everyfin, agree thereto and recognise the same as binding upon yourself with regard to all Transactions between you and Everyfin.
2.6. The Parties shall be entitled to conclude Transactions electronically in cases and in accordance with procedures stated by Everyfin.
3. REPRESENTATIONS
3.1. You represent that:
3.1.1. You have the full legal capacity and ability to act in order to execute and perform Transactions.
3.1.2. You have all rights, permissions, licences and authorisations in order to execute and perform Transactions.
3.1.3. Transaction and all its consequences are binding upon you and do not cause infringements of England law or the laws of the place of performance of the Transaction.
3.1.4. You are the true beneficiary of Transactions with us (hereinafter referred to as “Beneficiary”) unless you have supplied us with data on a different beneficiary of the Client. The Beneficiary is the person concerned receiving all interest and other benefits resulting from the Transaction.
3.1.5. All information supplied by you to us, including information on your Beneficiary, activities, financial condition, and location, is true and is not misleading. All documents and Notices supplied by you to us are true and valid. You have been informed of criminal responsibility for supplying us with false information.
3.1.6. You have not offered, promised or given something or preference to our employee, directly or indirectly, for the latter to act or abstain from any action in infringement of his duties.
3.1.7. You are not engaged in money laundering, that is, concealing or disguising the criminal origin of funds or other estate obtained as a result of a criminal offence, or in terrorism financing, and your funds on Top Up at Everyfin have not been obtained through unlawful means.
3.1.8. You, your authorised official or beneficial owner is not a citizen or resident of FATF call for action countries, such as Iran, Democratic People’s Republic of Korea (North Korea), or any other country or territory when according to FATF or European Commission is considered or will be considered prohibited for cooperation. In case You, your authorised official or beneficial owner is a citizen or resident of “FATF other monitored jurisdictions” or any of high-risk third countries, designated by the European Commission, Everyfin’s AML department will take a special decision regarding the cooperation possibility with You. If You, your authorised official or beneficial owner is a citizen or resident of countries or territories with military actions, e.g., war, or political instability, or your business activity is located or related to countries or territories with military actions or political instability, Everyfin’s AML department will take a special decision regarding establishing business relationship with you.
3.1.9. You, your authorised official or beneficial owner or your related legal entity is not included in OFAC, United Nations, EU or HM Treasury’s financial sanctions regime.
3.1.10. You do not cooperate with Iran, Democratic People’s Republic of Korea (North Korea), Cuba, Syria or any other prohibited for cooperation country or territory included in financial sanctions regime and do not cooperate with any individual or company included in the OFAC, United Nations sanctions, EU sanctions, HM Treasury’s financial sanctions regime.
3.1.11. You are not a national or resident of Iran, Iraq, Democratic People’s Republic of Korea (North Korea), Cuba, Syria or the Crimea region of Ukraine, or any other country included in the OFAC, United Nations sanctions, HM Treasury’s financial sanctions regime.
3.2. Your representative, concluding the Transaction on your behalf, certifies that it is duly authorised and entitled to conclude the Transaction, sign documents of the Transaction, and carry out other actions required to perform the Transaction or related to the same. Should such certification be false, your representative concluding the Transaction on your behalf assumes all your obligation against us.
3.3. We shall be entitled to verify the representation and certification and other information supplied by You at any time. During such verification, we are entitled to abstain from performing any Transaction with you.
4. YOU AND YOUR REPRESENTATIVE’S IDENTIFICATION AND AUTHENTICATION
4.1. We shall identify the Client and its representatives, beneficiaries in accordance with the laws of the United Kingdom, e.g., the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017, and the requirements of Everyfin.
4.2. During Client registration, you must specify your valid phone number and valid e-mail address to receive confirmation code via SMS and confirmation link via e-mail to proceed with Account verification.
4.3. You shall be obliged to supply us with requested information and documents that certify the authenticity of the supplied information.
4.4. If you are a private individual:
4.4.1. during your verification we request, and you must provide us with your identification document, i.e., passport or ID card (if you are from the EU or European Economic Area), a photo of your facial image and the recent confirmation of the actual address (e.g., utility bill, bank statement, bank reference letter, etc.). The actual address confirmation document must be dated within the last 3 (three) months from the document uploading date.
4.4.2. After the successful verification you are assigned with following amounts limits:
4.4.2.1. 1000 (one thousand) EUR on single Payment,
4.4.2.2. 5000 (five thousand) EUR on monthly turnover of Incoming Payments,
4.4.2.3. 15 000 (fifteen thousand) EUR on the total turnover of Incoming Payments.
4.4.3. If the Client wants to increase limits, he will be asked to specify reasons for limits increasing in the Everyfin Account and to provide the source of funds confirmation and actual address confirmation document, if the documents were not provided before.
4.5. If you are a legal entity, during verification we request, and you must provide us:
4.5.1. legal entity foundation documents, e.g., Certificate of Incorporation, Articles of Association and other documents we may request,
4.5.2. legal entity status confirmation documents, e.g., an actual statement from the business register, certificate of good standing, certificate of incumbency,
4.5.3. legal entity’s authorised representative identification document, i.e., passport or national ID card (if you are from the EU or European Economic Area), authorised representative selfie (where Client’s authorised representative is holding the identification document),
4.5.4. legal entity’s authorised representative recent confirmation of the actual address, e.g., utility bill, bank statement, bank reference letter, etc., and
4.5.5. legal entity’s representative authority confirmation documents.
4.5.6. During legal entity verification all beneficial owners and authorised officials must be also verified. For beneficial owners and directors or other authorised officials verification we request to upload each person’s identification documents, e.g., passport or national ID card (if the representative is from the EU or European Economic Area, and
4.5.7. For beneficial owners and directors or other authorised officials verification we request to upload each person’s actual address confirmation documents, e.g., utility bill, bank statement, bank reference letter, etc. The actual address confirmation document must be dated within the last 3 (three) months from the document uploading date.
4.5.8. Depending on legal entity complexity, additional questions regarding verification may be requested by Everyfin’s AML department.
4.6. You shall be entitled to remotely enter into Transactions or submit Notices to us by using the authentication means issued by us (“authentication means”) following the procedure set by Everyfin.
4.7. In these Terms, according to the context, the authentication means shall denote any or all of the following: Account ID information or Internet Bank ID and password, authorization tools, authorization codes, mobile device unique identifier, an account password, and other data used for the Client authentication pursuant to these Terms.
4.8. We shall make the authentication means available to you or your representative authorized to act on your behalf according to the Client’s power of attorney submitted to us (“User”). If the same individual is both the User and the Client or the User is the authorized representative of the Client, which is a legal entity, we shall authenticate such User as the Client proper.
4.9. You and the User recognize that any Transaction or Notice confirmed by using the authentication means of the User shall be true and binding upon you, the User, and us, as well as shall have equal legal force as a Transaction or Notice bearing manual signature.
4.10. If the authentication means issued to you or the User become known to a third party, you shall be responsible for all consequences until the moment of notifying us of the same in accordance with the form and procedures set by Everyfin.
5. YOUR AUTHORISED REPRESENTATIVES
5.1. You shall be entitled to authorise a third person, including other Client of Everyfin, provided our prior consent, to perform a Transaction on your behalf. Such authorisation shall be executed by you in writing and made in accordance with our requirements. We shall be entitled to refuse to conclude a Transaction with you in case such authorisation is executed in default or breach of our requirements, or we have a reason to believe that such authorisation is not valid. We shall verify the execution of the authorisation; however, we shall not be responsible for other conditions of validity.
5.2. A power of attorney submitted to us shall be considered valid in relations between you and us until the moment when you submit a written revocation of such power of attorney to us provided that rights of representation or attorney of your representatives are revoked upon we accept such revocation submitted by you, or validity of such power of attorney expires. We shall not be responsible for losses or other your additional expenses, where a power of attorney is revoked and we have not been notified accordingly in writing. Where your representative acts on the basis of substitution of your representative (“assignment”), powers of such your representative shall be considered extended, if the powers of the primary attorney have been extended, or where a power of attorney of similar content has been issued to the primary attorney and the assignment has no stated term of validity.
5.3. You are obliged to ensure in compliance with our requirements that we are in constant possession of documents certifying powers of your representatives to act on your behalf and identifying your representatives. Unless you supply us with such documents, we shall be entitled to immediately refuse to perform the Transaction in whole or in part.
5.4. Where another Client of Everyfin is authorized to perform the Transactions on your behalf, the representatives of such another Client shall be entitled to act on your behalf according to the card of specimen signatures submitted to us by this another Client.
5.5. In case your outstanding payment liabilities to us arising out of the Transactions between you and us become due, you shall authorize us to perform any of the actions listed below at our sole discretion:
5.5.1. debit the amount of funds required for discharging your liabilities to us from any of your Accounts,
5.5.2. perform currency exchange Transactions with regard to the funds on any of your Accounts.
6. COMPLIANCE REQUIREMENTS AND YOUR OBLIGATION TO COOPERATE WITH US
6.1. To promote appropriate progress of Transactions of Everyfin and you, you are obliged to immediately notify us of changes in your personal and registration data and of your representatives, data of identity documents, address, other contact information, legal capacity and ability to act, of important changes in your financial condition, as well as of amendments to or termination of powers of attorney submitted to us, and of the Transaction Beneficiaries. Such obligation of notice applies even if changes in your information submitted to us are included in public registers.
6.2. We provide you with all information on the Transactions ordered to the Account by providing you with access to an electronic account report in Internet Bank. You shall be entitled to receive other types of account statements or reports by special request, paying the Fees published on our Website. You are obliged to monitor Transactions ordered to the Account and check whether they correspond to those actually performed at least once a month. You shall agree that for the purposes of these Terms an account statement/report shall be deemed primary evidence of the Transactions performed by you, constituting sufficient grounds for ascertaining the respective fact. You shall agree that, unless stated otherwise herein, should you fail to immediately, within ten calendar days from the date of receipt of the statement/report at the latest, inform us of deficiencies, you shall be considered to have confirmed that your account statement and/or report is correct and complete. Immediately replying to our request, you shall supply us with all documentary evidence of, and information on, in compliance between the Transactions ordered to the Account and those actually performed, or the Transactions not authorized by you.
6.3. If your Account has been credited with funds through our error, we shall be entitled to debit your account with such funds or financial instruments without acceptance.
6.4. The Parties agree that you are not entitled to assign your claims against us to third persons without our written consent.
6.5. You shall be obliged to inform us of any facts and events known to you that may be evidence of and/or lead to your unfair gain and/or cause losses for us.
6.6. For the prevention of money laundering, terrorism financing, and violation of sanctions, we shall be entitled to request information and documents from you on you, your representatives, and your Beneficiary, also on economic and personal activities, financial status, and source of funds, purposes and the Beneficiary of the concluded, contemplated, or revoked Transactions, etc. It shall be your obligation to supply us with the requested information and documents.
6.7. You have been informed about the determination of your tax residence and your Beneficiary and your classification, e.g., active or passive nonfinancial organization, financial institution, international organization, or central bank, done by us and reporting on your Accounts and Beneficiary to the HM Revenue and Customs of the United Kingdom performed by us on instances set forth in external normative acts. You shall supply up-to-date and complete information about your tax residence and your Beneficiary’s and your classification on your own initiative and following our request.
6.8. You shall be liable for the losses that might be incurred by us where you fail to timely provide up-to-date and complete information on your own initiative or following our request, due to which your tax residence and of your Beneficiary’s, and your classification are not determined properly and incorrect or unnecessary information about you or your Beneficiary is supplied by us to the HM Revenue and Customs.
7. FEES AND RATES
7.1. You shall pay remuneration for services rendered to you by us according to the procedures and to the amount stated in the Terms and Everyfin’s respective Fees and rates stated on our Website. Depending on the type of commercial activity and turnover of the Client other fees may apply than those stated on our Website. Some types of Fees and rates may be applied by our principal partner organisation directly to you for us and on our behalf in accordance with these Terms, Fees and rates.
7.2. The Fees that are valid as of the time of rendering the service shall set the amount and procedures of payment of the Fees. We shall be entitled to unilaterally amend the Fees. Such amendments shall enter into effect on the 31st day after the adoption of the same unless the amendments or the United Kingdom legal enactments state otherwise.
7.3. Notwithstanding provisions of section 7 and other provisions of these Terms, and Fees and rates we may apply different payment procedure for some types of Fees and rates, e.g., we will invoice you Account opening and account activation fees prior to Account opening and Account activation. You shall pay such an invoice in accordance with invoice terms. If you refuse or fail to pay the invoice, we shall have a right to stop, suspend or terminate the provision of services at our sole discretion.
7.4. We shall inform you of amendments to the Fees by means of publication on our Website. We shall additionally inform you individually of the amendments to the Fees on instances stipulated in the United Kingdom legal acts only. We shall also be entitled to inform you of amendments to the Fees individually by means of a respective notice via Internet Bank. Should you fail to submit your objections to us before the day on which amendments to the Fees become effective, you shall be deemed to agree to those amendments.
7.5. Should you disagree with the amendments, you shall be entitled to refuse being rendered a corresponding service by us and to terminate your business relationship with us that is affected by the proposed amendments immediately, before the day on which amendments become effective at the latest, without contractual fine applied. Should the business relationship be terminated, you shall submit all required documents to us and take all required steps to discharge the obligations arising out of the legal relationship between the Parties.
7.6. The currency exchange rates and reference interest rates, i.e., the rates used by us to calculate the interest applicable to the Transaction, which you can check using publicly available source, set by us shall not be included in the Fees and shall be stated at the moment of rendering the respective service. Unless stated otherwise in the agreements between the Parties, you consent that the currency exchange rates and reference interest rates set by us may be changed any time without separate prior notification, also during the Business day, considering the currency exchange rate and reference interest rate fluctuations in financial markets. Those amendments shall become effective upon you are notified about them, i.e., upon publishing the changes on our Website. You shall agree that the currency exchange rate published by us may differ from the currency exchange rate applied to a particular Transaction, and we shall be entitled to inform you of the same only after execution of the Transaction by means of account statement and/or report.
7.7. You are required to familiarize yourself with the Fees and rates, currency exchange rates and reference interest rates before applying for any of our services.
7.8. We are entitled to unilaterally state and cancel discounts for you.
7.9. We are entitled to state additional Fees for services that are not included in the Fees stated on our Website at our own discretion. Such Fees are valid from the moment when the Client receives a respective Notice.
7.10. The Fees must be paid before execution of the service unless we have stated different procedures of payment of the Fees. Unless you have paid the Fees to us for our service, we are entitled to cease rendering such service to you or refuse to render the service without any notice. If we terminate or refuse to render the service to you because of the reasons mentioned in the previous sentence, we shall not be responsible for your losses or other your additional expenses. We shall be entitled to continue rendering the service at our own discretion in case you have not paid the Fees for our service, we consequently acquiring the corresponding rights of claim towards you of the amount equal to the Fees.
7.11. If taxes, duties or similar payments are levied on Fees, we shall be entitled to withhold such payments from you, with the Fee amount being increased accordingly.
7.12. We are entitled to debit any of your Accounts with the amount of any claim due under the Transactions you applied for, including amounts of payments applied for by you, Fees, currency exchange transactions, taxes, duties, etc., that you have undertaken to perform and/or we are entitled to under the Terms without your acceptance. Unless a sufficient balance in the payment currency is available in your Account at the moment when such payment is to be made, we shall be entitled to debit the amount of our claim in a different currency at the currency exchange rate stated by us effective as of the moment of debiting the claim amount.
7.13. Unless a sufficient balance for making the payment is available in your Account at the moment when the payment is to be made, we shall be entitled to grant credit to you equal to the amount required for making the payment following the provisions of Special Part of the Terms or to immediately debit the amount of our claim upon your Account balance is sufficient for making the payment, and this being the case, we shall be entitled to debit the claim amount according to the Fees effective as of the moment of debiting the claim amount. If the amount paid by you is insufficient to satisfy all our claims, the claims shall be satisfied in accordance with procedures stated at our discretion, including procedures for first repaying less secured liabilities, and also ensuring that claims arising out of the same liability are first raised with regard to payment of overdue interest on the capital use, then payment of interest on the capital use, then discharge of the principal liability, and then payment of penalty.
7.14. If you default on your liabilities against us in full or in part, or if your insolvency proceedings, legal protection proceedings or your liquidation process has been initiated, we shall be entitled to use your funds available at Everyfin for decreasing the amount of your liabilities or discharging those completely.
7.15. Prior to the beginning of the Transaction, you can see an updated currency exchange rate in your Account and, by accepting the Transaction, you shall simultaneously agree with this currency exchange rate.
8. YOUR DATA AND CONFIDENTIALITY
8.1. If you, your representative or Beneficiary are private individuals, you, your representative and Beneficiary, establishing business relations with us, agree that we are entitled to process all personal data of you, your representative and Beneficiary in accordance with provisions of the United Kingdom normative acts, including person’s identity data.
8.2. The reason and purpose of the processing of personal data is for use in the needs of rendering our services and ensuring of our activities and performance of our functions.
8.3. We shall be entitled to request, to receive and to process personal data of you and your representative and Beneficiary from other sources, including from private systems for personal data processing and those of government and municipal institutions.
8.4. In cases of disclosure of your information stated in these Terms, the data of individuals available to us may be disclosed to third parties that render services to us or represent our interests, entrusted by us with the fulfilment of liabilities stated in these Terms, or with whom we otherwise cooperate in securing our activities and performing our functions. You, your representative and Beneficiary shall agree to persons that are provided personal data on instances of disclosing your information pursuant to these Terms being entitled to process all personal data of you, your representative and Beneficiary, including sensitive data and person’s identity numbers.
8.5. A private individual on written application to us is entitled to review such private individual’s processed personal data available to us and this private individual may amend or correct same according to normative acts applicable in the United Kingdom on the protection of personal data of private individuals.
8.6. If you and your representative are individuals, we are entitled to use available personal data of you and your representative, in order to supply you verbally, by post or by electronic means with information on our products and services.
8.7. We acknowledge that all information related to you, the Transaction and your relations with third persons, and provided by you to us, is confidential and shall not be disclosed to third persons without your consent, except the information that:
8.7.1. is publicly available, or
8.7.2. is disclosed to an assignee on the rights of the claim assigned, or is disclosed to
third parties with regard to entering into partnership agreements or other financing agreements, or
8.7.3. at the request of the financial institutions and is required for financial institutions involved in the execution of the Transaction authorised by you, or
8.7.4. might be an evidence of a criminal offence or your breach under Transactions, or is necessary for detection and investigation of such criminal offence or breach, or
8.7.5. is disclosed to third parties that supervise and audit our business activities, or
8.7.6. is provided to competent authorities of the United Kingdom, the European Union or other states for performing their functions pursuant to legal enactments, or
8.7.7. is provided to tax administration authorities of the United Kingdom, the European Union, or other states, pursuant to provisions of the cooperation agreements made between Everyfin and the tax administration authorities of the said states pursuant to the provisions of applicable legal acts, or ;
8.7.8. is provided to our outsource service providers, personal data operators and attorneys, or
8.7.9. is provided to our cooperation partners that provide services to us or with whom we otherwise cooperate for the sake of execution of your instructions, Payment orders, Transactions or our functions, or for complying with the requirements set forth in the applicable legal acts, or
8.7.10. is provided to foreign supervisory institutions pursuant to the provisions of applicable legal acts, or
8.7.11. is provided to the court, the court of arbitration, or for the sake of out-of-court dispute resolution pursuant to the provisions of applicable legal acts, or
8.7.12. was provided by us discretion with regard to you or the persons related to you, following the request from a correspondent bank located in the UK, EU or outside the UK or European Union and involved in the execution of your Payment order, or
8.7.13.is your information, e.g., name, surname, identity No., and other your identification data, supplied to the beneficiary of the payment authorised by you, according to the requirements of the payment processing schemes. You consent that to the instances mentioned in sections 8.7.3. – 8.7.12., we shall be also entitled to transfer information outside the United Kingdom, complying with the procedure set forth in the applicable normative acts.
8.8. Confidential information of Everyfin is confidential and is not to be disclosed. Confidential information may only be disclosed in compliance with United Kingdom law and these Terms.
8.9. You agree that we are entitled to record and keep all communication between Parties without prior notification and to unilaterally choose technical means for recording it. You agree that we are entitled to use records of all communication between Parties as evidence for protecting our interests in settling disputes and in court proceedings. We shall not be obliged to store records of all communication between Parties for your benefit.
9. RESPONSIBILITY
9.1. The Party at fault for default of the term of any payment due shall pay to the other Party a penalty of one-tenth per cent of the outstanding amount per day of delay, however not more than ten per cent of the outstanding amount, unless stated otherwise in the normative acts, in section Payment Fees and Charges or other section of the Terms with regard to the respective service. Payment of the penalty shall not release the Parties from the requirement of the fulfilment of their liabilities not discharged in due time or unduly discharged timely.
9.2. Payment of the penalty shall include reimbursement for all your direct losses. We shall be responsible for your direct losses sustained in connection with the Transaction between the Parties, only if such losses are due to our wrongful intent. In case of our wrongful intent, we shall only reimburse you for direct losses sustained.
9.3. We shall not be responsible for default of our liabilities in whole or in part, provided such default has arisen due to circumstances beyond our reasonable control, including acts of terror, war, fires, explosions, civil unrest, strikes, acts of God, acts issued by government institutions, actions of third persons, breakdowns, faults or errors of computers or other means of communication.
9.4. We transfer funds at your expense and risk unless agreed otherwise.
9.5. In any cases, our liability is limited to the average amount of the Fees paid by the Client for the last three months, unless the applicable regulations provide otherwise.
10. SECURITY OF OUR CLAIMS AGAINST YOU
10.1. All your funds (money, etc.) and/or your rights of claim on repayment of such funds against us, that is or will be held in your Accounts with us, shall serve as financial collateral for the fulfilment of your obligations and other our Client’s closely related you obligations (section 10.3 of the Terms below) against us and shall be pledged with us as a financial pledge (“Financial Pledge”). Financial Pledge shall secure all your obligations and other our Client’s closely related to your obligations (section 10.3 of the Terms below) against us, including future obligations. We shall only be liable for losses caused to Financial Pledge by our wrongful intent. We shall be entitled to use Financial Pledge and its future components. Remuneration for such use shall not be paid by us, or in case it is differently provided for in Fees.
10.2. We shall be entitled to satisfy all our claims against you by enforcing the Financial Pledge even before the due date of performance of obligations and without any prior Notice to Client on the following instances:
10.2.1. you, a Client closely related to you, or another Client, in respect of obligations of which surety is provided for, defaults on its obligations to us in full or in part, or
10.2.2. you or the person acting as a surety in respect of your obligations has filed an application for initiating legal protection proceedings of you, or
10.2.3. insolvency proceedings of you or the person acting as a surety for the performance of your obligations have been initiated in accordance with the procedure specified in normative acts, or
10.2.4. reorganization or liquidation process of you or the person acting as a surety for the performance of your obligations have been initiated, or
10.2.5. restrictions are set on your rights and activities, if you are rendering financial, management and/or insurance services or the rights and activities of the person acting as a surety in respect of your obligations and rendering financial, management and/or insurance services, including complete or partial suspension of the rendering of financial services, the appointment of the authorized person of supervisory authority, or licence cancellation, or
10.2.6. in accordance with provisions of special sections of these Terms. In cases where Financial Pledge is funds, we shall be entitled to debit (transfer) the amount due from any of your Accounts with us or from funds otherwise due to you. Financial Pledge in our possession shall be considered to have been transferred to us in connection with all our claims against you, your debt to us and your subsequent debts to us are payable from such Financial Pledge, and we are entitled to exercise a lien upon the Financial Pledge and to alienate or use it without any Notice or special reminder to you. We shall be entitled to exercise detainer rights on Financial Pledge. We shall be entitled to use Financial Pledge replacing it with a pledge of equal value.
10.3. You are severally and jointly responsible for all liabilities to us of other Clients who are closely related to you, as the debtor proper. For the purposes of these Terms, “closely related Clients” mean any persons to whom one or more of the following conditions apply:
10.3.1. one of the persons controls, directly or indirectly, another person in connection with decisive influence, on the basis of an agreement on interest, concern agreement or similar relations;
10.3.2. the persons are closely related to a person to which provisions a) of this paragraph applies; b) the persons have a common Beneficiary.
10.4. You are liable for the liabilities of closely related Clients if such Clients were closely related at any moment during the period of time of the existence or continuation of such liabilities.
10.5. The provisions of this section concerning the security of our claims against you shall not restrict our right to exercise the power set forth in section 5.5 of the Terms above.
11. TERMINATION AND TRANSACTION RESTRICTIONS
11.1. Unless stated otherwise in the agreement between the Parties or in these Terms, these Terms or any agreement entered into by the Parties shall be deemed to be of indefinite duration.
11.2. Each Party hereto shall be entitled to unilaterally terminate all or individual contractual relationships existing between the Parties hereto, servicing a Notice of termination of contractual relationship stated therein to the other Party hereto at least thirty calendar days before the date of termination of such contractual relationship, unless stated otherwise or in special conditions and in other laws.
11.3. We shall be entitled to unilaterally refuse, or abstain from the execution of a Transaction in full or in part, suspend or terminate any Transaction, change the term of executing the Transaction, set restrictions on any Transaction, inter alia, freezing or attach the funds and assets, limiting the availability of our products or services to you, as well as restrict, suspend or terminate any contractual relationship with you without serving a Notice to you and without reimbursing you for any losses or additional expenses in the following cases:
11.3.1. you have defaulted on the present Terms or your certification appears to be false;
11.3.2. a person who is not validly identified or authorised is suspected of acting on your behalf;
11.3.3. suspected your involvement in money laundering, terrorism financing, or attempted money laundering or terrorism financing;
11.3.4.fraud is suspected or you are suspected to allow a legally punishable, dishonest or unethical action, or if we have reason to consider that further cooperation with you is to the detriment of Everyfin’s honour, credit or reputation;
11.3.5. suspicion of the death of a Client who is an individual or liquidation of a Client who is a legal entity;
11.3.6. you fail to supply us with the requested information and documents in the cases specified in section 6.6 of the Terms above, or we suspect such supplied information or documents to be inconsistent with actual circumstances;
11.3.7. it is conditioned by the necessity to meet the requirements of the financial institutions or organizations involved in the execution of the Transaction applied for by you;
11.3.8. the Transaction is suspected to result in direct or indirect violation of sanctions set by the United Kingdom, the European Union, the United Nations Organization or other international organization whose member state is the United Kingdom, or a particular state;
11.3.9. the Transaction contradicts our internal Client or risk management policies;
11.3.10. you cancel the use of the Internet Bank and/or Everyfin Account;
11.3.11. we consider the same to be necessary in order to secure our right to the Financial Pledge (including exercising of the Financial Pledge);
11.3.12. we consider some default of your obligations to have occurred or to possibly occur.
11.4. We are entitled to close unilaterally without prior notice to your Everyfin Account if you do not utilize your Account for Transactions for more than 6 months in succession.
11.5. Termination of the Terms and/or any agreement entered into by the Parties shall not entail termination of their non-discharged obligations established before the Terms and/or any agreement termination. All non-discharged obligations of the Parties established before terminating the Terms and/or any agreement shall be discharged in accordance with the Terms and provisions of the agreements entered into.
11.6. In case of terminating the Terms and/or any agreement, and Transaction entered into by the Parties, regardless of the reasons for such termination, all of your obligations arising out of the Terms and/or any agreement and Transaction being terminated shall become due, and you shall be obliged to pay the Fees, cover incurred losses and discharge all obligations that arise out of the Terms and/or any agreement, and Transaction being terminated in full to us, complying with the provisions of the agreement and Transaction, and these Terms, as well as to provide adequate collateral, if so requested by us.
11.7. You shall be obliged to discharge the obligations assumed by you pursuant to the agreement, Transaction provisions and these Terms also after termination of the agreement, Transaction and these Terms until your obligations to us are discharged in full and shall also pay us a penalty or overdue interest for delaying payments under your principal obligation in accordance with these Terms. Documents submitted by you for the sake of conclusion of an agreement, Transaction and performance of our operations shall not be returned to you.
11.8. In the event of the death of the Client, we shall be entitled to abstain from the execution of the Notices of your representatives for the purpose of protection of your estate.
11.9. Where your Beneficiary has died and you fail to provide the information and documents about the new Beneficiary or about an uncompleted inheritance process to us, we shall be entitled to abstain from the execution of your Transactions.
11.10. The heirs shall be obliged to submit a document certifying their respective rights to us in order to dispose of the deceased Client’s estate, as well as shall provide instructions on further disposal of such estate.
11.11. You shall discharge all liabilities arising out of the contractual relationship with us on the day of terminating the contractual relationship at the latest.
11.12. If your Account with us is closed following our initiative or you fail to supply us with an order on Transfer or Outgoing Payment of the funds on the Account (“account balance”), the account balance shall be kept with us, no interest shall be accrued on the same. The account balance shall be paid out upon your request pursuant to the respective application made in accordance with our requirements and these Terms. We shall be entitled to withhold charge for keeping the account balance after the Account closure in accordance with the Fees published on our Website. Before paying the balance out, we shall be entitled to perform your identification following the procedure set forth in section 4 of these Terms above.
12. AMENDMENTS OF THESE TERMS AND/OR SERVICES
12.1. We are entitled to unilaterally amend the Terms, and/or Fees and rates. We will notify you of any such amendments to Terms on our Website by publishing the text of the new version of the Terms, and/or Fees and rates. We shall be entitled to inform you of such amendments to the Terms, and/or Fees and rates individually by means of a respective notice via email registered with us or via Internet Bank.
12.2. Amendments to the Terms shall enter into effect and become binding upon you on 31st day from the date of notification on our Website unless such amendments to the Terms or legal enactments of the United Kingdom provide for a different term of entering into effect. We shall not be responsible for your losses or other expenses, should you fail to familiarize yourself with amendments to the Terms.
12.3. Amendments to the Terms shall not apply to the Transactions that have been executed and completed before the date on which amendments to the Terms enter into effect.
12.4. Should you fail to submit your objections to us before the day on which amendments to the Terms become effective, you shall be deemed to agree to amend the legal relationship between the Parties as stated in amendments to the Terms. Should you disagree with the amendments, you shall be entitled to terminate your business relationship with us that is affected by the proposed amendments immediately, before the day on which amendments become effective, without contractual fine applied. Should the relations be terminated, you shall submit all required documents to us and take all required steps to discharge the obligations arising out of the legal relationship between the Parties.
12.5. Changes in exchange rates come into force immediately and without any notice to you.
12.6. Changes in other provisions of Fees and rates other than stated herein above come into force immediately and without any notice to you.
12.7. Changes in our correspondent accounts come into force immediately and without any notice to you.
12.8. In case we add new services and/or add additional features to existing services or procedures and/or makes changes in any security requirements, the respective amendments to Terms and/or Fees and rates and/or other documents or procedures (a new edition) come into force on the date set forth by us, and we are not obliged to notify you of such amendments and changes.
12.9. We may amend and supplement any other documents and procedures (except Terms, and Fees and rates) incorporated herein by the reference at any time with an immediate effect or with effect from any date set forth unilaterally by us and without the obligation of notification.
13. NOTICES AND COMMUNICATION BETWEEN THE PARTIES
13.1. Unless specific requirements or restrictions are set forth in the Special Part of the Terms below, any information, orders, applications, instructions, notices, complaints and requests arising out of the business relationship between the Parties, i.e., Notice or Notices, may be submitted in person, sent in writing through a postal operator, subject to our prior consent also in electronic form by e-mail, via your Internet Bank.
13.2. A Notice sent by you to us by e-mail pursuant to prior arrangement with us shall be valid only provided the same contains your authorization code calculated according to our requirements or the Notice is signed with a secure electronic signature. Use of Internet Bank is governed by respective section of these Terms.
13.3. Notices to us may be delivered verbally in cases explicitly stated in these Terms or on instances defined as mandatory in the United Kingdom regulations.
13.4. All Notices submitted to us shall be completed without corrections, deletions, erasures or miswriting, i.e., lapsus calami, and shall be clearly legible and complying with the requirements set herein. All Notices shall bear your own signature, be signed with a secure electronic signature or confirmed with your authentication means ensured by us, unless stipulated otherwise in the Special Part of these Terms.
13.5. Notices to us that are sent through a postal operator shall be sent to the registered address of Everyfin, and those shall be deemed received by us upon they are recorded in the Everyfin’s document registry. Notices sent by e-mail shall be deemed received by us after we confirm their receipt.
13.6. Notices to you shall be sent through a postal operator to your registered address (for legal entities) or residential address (for private individuals), or to another correspondence address last communicated by you to us.
13.7. We shall not be responsible for losses or expenses incurred by you or a third party in case you have not notified us on change of address where Notices shall be sent or has provided inaccurate or incorrect address designated for sending the Notices, and consequently has not received the Notices from us, or has not received them in due time. We shall also be entitled to send Notices to you following some other procedures set by us, including communicating them via email, Internet Bank or other electronic means and verbally.
13.8. If a Notice is sent to you through a postal operator, the same shall be considered received on the third Business day after it has been given to the postal operator, regardless of its actual receipt by you.
13.9. In case a Notice is sent to you by electronic means of communication, the same shall be considered received at the moment of being sent, regardless of its actual receipt. We shall not be responsible for your losses or other additional expenses, which you may sustain due to transmission failure, delay or misuse of information.
13.10. You authorise all your representatives, as well as other persons being at the address where the Notices are sent, to receive such Notices. In case any such authorised representative receives a Notice, you shall be considered to have received such Notice. We are entitled to record verbal Notices. You acknowledge such our recordings to constitute an equivalent of a written Notices received by you.
13.11. Everyfin’s seal and the signature of our employee on the Notice submitted by you constitutes acceptance of such Notice for processing but does not trigger our liability for execution of the Notice. Execution of the Transaction is only evidenced by the Transaction being authorised on your Account or by a confirmation of its execution processed by Everyfin.
13.12. Only Notices in English or Russian shall be legally valid. You agree that the language chosen by you for receiving Account statements or another language used in your Notice shall be the language of receiving the Notices from us. In case Account statements have not been ordered by you, we shall be entitled to send Notices to you in the language of your Notice submitted to us or any of the two languages mentioned above.
13.13. You are obliged to make a Notice clear and certain. We are entitled to refuse to execute an unclear Notice at our own discretion in full or partially. In case figures in the Notice are stated both in words and in numbers simultaneously, figures stated in words are valid in case of discrepancies.
13.14. If we consider that there are potential inadequacies in your Notice, including with respect to its authenticity or validity, or we have doubts concerning the document content, we are entitled to request that you shall repeat the Notice according to the form specified by us or we may request that the Notice should be translated into English and translation to be legalised. We are entitled to refuse the execution of the Notice until a repeated Notice is received by us.
13.15. Your order submitted to us is valid for six Business days from the date of submission of such order to us.
13.16. Unless stated otherwise in the Special Part of these Terms, we shall process Notices on Business days during Everyfin’s normal working hours. If we have received a Notice at any other time, the following Business day shall be considered the date of receival of the Notice for execution.
13.17. We shall be entitled to send on our own initiative any Notices to you about services provided by us via texts (SMS) or e-mail to your mobile telephone numbers and e-mail addresses confirmed by you, also to sign the Notices with a secure electronic signature.
14. GENERAL REQUIREMENTS FOR DOCUMENTS
14.1. You shall submit the original documents or copies certified by a notary public (or equivalent), or scanned copies, depending on our requirements in a particular case.
14.2. Documents shall be legalized or apostilled (as the case may be) unless we state otherwise.
14.3. We assume that all documents delivered or originated from you are authentic, valid, true and correct.
14.4. We accept documents in the English language unless agreed otherwise. Translations shall be duly certified.
14.5. In case we have any doubt of whatever nature regarding any document received and/or a particular document is not in conformity with our requirements, we are entitled not to accept such document.
15. APPLICABLE LEGAL ACTS, COMPLAINTS PROCEDURE AND DISPUTE RESOLUTION
15.1. Business relationship between the Parties shall be subject to the legal acts of the United Kingdom and the European Union, international banking practice and customary practices.
15.2. We shall apply special legal norms set forth in the normative acts on consumer rights protection to business relations with the Clients that are recognised as consumers under the normative acts on consumer rights protection applicable in the United Kingdom.
15.3. Any complaints about us or the services we provide should be addressed to us in the first instance by contacting Client Support. You should clearly indicate that you are wishing to make a complaint to us. This helps us to distinguish a complaint from a mere query. We send you a complaint acknowledgement by post or by email within 48 hours of receiving your complaint in accordance with our complaints procedure. A copy of our complaints procedure is available on our Website.
15.4. We endeavour to provide you with an answer or resolution to your complaint within the timeframes as outlined by the Financial Ombudsman Service. Should this not be possible due to unforeseen circumstances or lack of information, we will contact you.
15.5. If your complaint is not resolved to your satisfaction, you may contact the Financial Ombudsman Service at Exchange Tower, London, E14 9SR, United Kingdom. For additional contact details, you may visit the website https://www.financial-ombudsman.org.uk/.
15.6. Disputes between the Parties may be resolved by the Parties through mutual negotiations in the first instance. We aim to settle all disputes with you amicably, promptly and on terms acceptable to Parties. Thus, in case of dispute occurrence, you are encouraged to, first of all, address us directly.
15.7. In case of failure to settle the dispute amicably or in other extrajudicial methods of dispute resolution, a dispute shall be settled by the courts of England following the procedure established by law.
15.8. The law of England and Wales is applicable to these Terms and to relations of the Parties that are not regulated by these Terms, including cases when a dispute between you and us falls within the jurisdiction of a court of other states than the United Kingdom. Any dispute under these Terms or otherwise in connection with your Everyfin Account shall be brought exclusively in the courts of England and Wales except where prohibited by EU law.
16. MISCELLANEOUS
16.1. No person other than you shall have any rights under these Terms and the provisions of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded.
16.2. Your Everyfin Account is personal to you and you may not assign any rights under the Terms of Use to any third party.
16.3. If any part of these Terms is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Terms, which shall continue to be valid and enforceable to the fullest extent permitted by law.
16.4. Terms, Fees and rates and other documents and procedures incorporated herein by the reference are available on our Website and/or in Internet Bank; the effective version of those documents can be sent by e-mail to you upon request.
16.5. You shall be regarded as having acquainted yourself with Terms, Fees and rates and other documents and procedures incorporated herein by the reference, as well as their amendments on the day when aforementioned documents and procedures (including amendments) have been made available for the first time on our Website and/or Internet Bank. It shall be considered that a notification by e-mail was made available at the moment when such notification has been sent regardless of the actual receipt of this notice by you.
16.6. By entering into a business relationship with us, you acknowledge that you got acquainted with Terms, Fees and rates and other documents and procedures incorporated herein by the reference and agree therewith.
16.7. We bear no responsibility for your losses and expenses in case you have not acquainted yourself with Terms, Fees and rates and other documents and procedures incorporated herein by the reference, as well as their amendments, changes and new editions.
16.8. We are not obliged to provide the reason for non-entering into business relations with the Client and/or provision of a service.
16.9. We may not provide services, if the Client, it’s representative in our opinion is under alcohol, toxic, psychotropic or any similar impact and/or his/her behaviour is inappropriate.
II. SPECIAL PART
17. YOUR EVERYFIN ACCOUNT
17.1. Your Everyfin Account is an electronic money account that enables the Customer to hold funds, as well as to send and receive payments. The electronic money held in the Account does not expire and it will not earn any interest.
17.2. Your Everyfin Account is denominated in a currency of your choice, as selected by you from the currencies Everyfin makes available from time to time. This will remain the currency of your Everyfin Account for the duration of your agreement with us.
17.3. Electronic money accounts are not bank accounts, and money in your Account with us is not protected by the Financial Services Compensation Scheme (FSCS). In the unlikely event that our principal electronic money institution becomes insolvent, you may lose all or part of the electronic money held in the Account. However, we and our principal electronic money institution adheres to all legal requirements (including, but not limited to safeguarding clients’ funds) under the European Electronic Money Directive 2009/110/EC and applicable United Kingdom legislation designed to ensure the safety and liquidity of funds deposited in electronic money accounts.
17.4. You have the right to withdraw funds from your Account at any time. Nonetheless, you may be required to confirm your identity beforehand. There is no minimum withdrawal amount, but the funds in the Account must be sufficient to cover any applicable withdrawal fees or any other fees, including any minimum fees to be paid to us.
17.5. Electronic money in the Account belongs to the Client which is registered as the Account holder with us. No other person or entity other than the Account holder has any rights in relation to funds held in the Account, except in cases of legal succession. Client may not assign or transfer the Account to a third party or otherwise grant any third party a legal or equitable interest over the Account.
17.6. Account may be subject to Transactions limits, depending on the status of the Account as determined by us from time to time at our sole discretion.
17.7. We implement and maintain procedures and measures designed to safeguard the Client’s funds. We fully comply with the relevant safeguarding requirements of applicable laws and regulations, as well as directives and instructions of the FCA.
17.8. We safeguard the Client’s funds received in exchange for the issue of electronic money and funds received from Clients or via another payment service provider, including a credit institution, bank and/or payment services provider) for the execution of payment transactions.
17.9. We do not commingle safeguarded funds at any time with the funds of any natural or legal person, including our own funds. To that effect, for safeguarding purposes, we allocate safeguarded funds in separate so-called Client’s funds accounts.
18. OPENING YOUR EVERYFIN ACCOUNT
18.1. In order to use our payment services, you must first open an Everyfin Account by registering your details on our Website. As part of the Account opening process, you will need to accept these Terms, our Privacy Policy and other documents, which apply to our business relationship with you, and you must have the legal capacity to accept the same. If you order additional services, you may be asked to accept additional terms and conditions.
18.2. Account opening procedure is subject to our requirements. We may amend those requirements from time to time and at any time at its sole absolute discretion.
18.3. You may only open one Everyfin Account unless we explicitly approve the opening of additional accounts.
18.4. We open multi-currency non-deposit and non-interest-bearing current payment Account for you. However, we may at any time and at our sole discretion restrict the Account to some particular currencies and/or not allow usage of some particular currencies.
18.5. You may only open an Account with us if it is legal to do so in your country of legal residence. By opening an Account, you represent and explicitly warrant to us that the Account opening does not violate any laws or regulations applicable to you.
18.6. Any and all information that you would provide during the Account opening process or at any time thereafter must be accurate, up to date and truthful. During the ongoing relationship, if there are any changes to the data provided, you undertake to provide updated information to us as soon as possible.
18.7. In order to open an Account with us and to start using our services, you have to pay Fees applicable to Account opening and Account activation available on our Website, complete the application form (“Questionnaire”), and provide us with all requested documents, including but not limited to documents mentioned in section 4.4. and 4.5.
18.8. We may request any additional documents from you and/or ask additional questions in order to open the Account.
18.9. We consider Questionnaire as well as supporting documents and information, in their entirety and make a decision within a timeframe that is at our sole discretion.
18.10. Account shall be deemed open when we issue a relevant Account opening confirmation to you.
18.11. We may reject the Account opening; in this case, we shall not be obliged to provide reasons for application rejection. We would inform you that your application for Account opening has been rejected. In case of Account opening rejection, we will refund your Account activation Fee paid to us minus our administrative cost for refund processing, i.e., payment transfer charges, which may apply on us by third party payment service provider for the Account activation Fee transfer to you, which will be deducted from your Account activation Fee paid to us. For the avoidance of doubt, the Account opening Fee is non-refundable.
19. YOUR EVERYFIN ACCOUNT MAINTENANCE
19.1. You must ensure that information regarding the Account at our disposal is always current and up to date. We will not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of the information on the Account file and/or to provide additional documents or other evidence.
19.2. We may contact you via e-mail with respect to marketing, news, new versions of our documents, e.g., a new version of these Terms, or in any other way described in these Terms and as you have indicated upon application. It is your responsibility to regularly check the proper functioning of your email account or other methods of communication that you have registered with your Account and to retrieve and read messages relating to your Account promptly. We shall not be liable for any loss arising out of your failure to do so.
19.3. Each transaction is given a unique transaction ID, as shown in the Transaction history, i.e., Account statement. You should quote said transaction ID when communicating with us about a particular transaction. You should check Account balance and Transaction history regularly and report any irregularities or clarify any queries it may have as soon as possible.
19.4. During the ongoing relationship between the Parties, we may at any time request you to provide any additional information and/or documents related to you, your business activity and/or executed (or ordered) transactions. We would always indicate the timeframe within which we expect such evidence to be provided by you. If you fail to provide the above-mentioned documents by the stated deadline, we have the right to refuse to provide any further services and close the Account.
20. DORMANT ACCOUNT
20.1. We may consider your Account to be dormant if no transactions are performed by you for six continuous months or for any other period of time determined by us at our absolute discretion, but in any case, not less than six consecutive months.
20.2. We may close a dormant Account at any time, if the account balance is nil, giving notification to you.
20.3. We may impose special Fees on dormant Accounts at our absolute discretion.
21. CLOSING YOUR EVERYFIN ACCOUNT
21.1. Both Parties may initiate the closing of the Account at any time, without providing any reasons for it. We may impose Account closing Fees at our absolute discretion. Fees relating to the ongoing management of inactive accounts will also continue to be charged following the closure of your Account. This provision shall survive termination of the relationship between you and us.
21.2. We shall close the Account and transfer remaining Account balance (if any) according to the Payment order instruction received from you.
21.3. In case the Account is being closed by us and you have not provided any Payment order instruction as to where the balance is to be transferred, we shall keep the balance without any interest being accrued on the same and subject to Fees for keeping the balance. The balance shall be paid out at your request pursuant to these Terms and applicable Fees. Before paying out the remaining balance, we shall identify you and carry out any necessary know your customer and due diligence checks.
21.4. We reserve the right to carry out any necessary money laundering, terrorism financing, fraud or other illegal activity checks before authorising any withdrawal of your funds, including in relation to returning any funds to you after you have closed your Account.
21.5. We are entitled to close your Account unilaterally in any one of the following cases:
21.5.1. You have failed to comply with these Terms and/or fulfil your obligations in relation with us;
21.5.2. You have submitted incorrect and/or false and/or misleading information/documents to us;
21.5.3. You have not executed any transactions in the Account for six continuous months or for any other period of time determined by us at our absolute discretion, and the Account balance is nil;
21.5.4. We are in receipt of information about your negative reputation;
21.5.5. You show disrespect or have been abusive towards us;
21.5.6. You may put us in a position where the latter might break the law;
21.5.7. We suspect that funds available on your Account may highly likely be related to the laundering of proceeds derived from criminal activities, terrorism, weapons of mass destruction proliferation, or any other unlawful activity.
21.6. Once the Account is closed for any reason, all electronic services linked to the Account will also be terminated automatically.
21.7. Documents and information received by us for Account opening and during the time of business relationship between the Parties will not be returned to you.
22. TRANSACTIONS AND ACCOUNT STATEMENTS AND REPORTS
22.1. We inform you regarding Transactions in the Account by means of electronic Account statements. Account statements are available online in Internet Banking and reflect performed Transactions.
22.2. It shall be deemed that you have been duly notified of any Transaction in the Account once a respective Transaction has been posted and reflected in the Account statement regardless of the actual time when you get acquainted with the Account statement.
22.3. You may receive Account statement in an alternative way agreed upon with us in advance and subject to a Fee payable to us.
22.4. You shall regularly monitor transactions booked in the Account and check whether they correspond to those actually executed. We recommend doing this at least once every calendar week.
22.5. Account statement shall be deemed to be a primary evidence of Transactions performed by you and/or us in your Account. Account statement shall be deemed sufficient ground to ascertain a respective fact.
22.6. Should you identify any discrepancies between Transactions booked to the Account and those actually performed, or find any unauthorized Transactions, you shall immediately, but no later than within seven calendar days after the date such Transaction has been booked to the Account or the date the transaction was supposed to be booked to the Account, notify us accordingly by submitting a claim to us.
22.7. To enhance the security of funds held in the Account, you shall be entitled to apply for Transaction limits to be set for the Account or to request Account activity to be Temporarily blocked, by submitting a respective application to us.
22.8. We may request you to provide a special confirmation of a particular Transaction in the Account. We shall be entitled not to execute such transaction until confirmation, which meets our requirements, is received by us. This being the case, we shall not be liable for any losses or additional expenses that might be incurred by you due to delayed execution or non-execution of said Transaction. You waive your rights of lodging any claims with regard to such Transaction or Transactions and requesting any reimbursement for any losses.
22.9. It shall be deemed with no exception and limitations that the log-in into Internet Bank and correct application as recorded by us of the Internet Bank parameters and tools is sufficient proof that the Transaction was duly authorized by you, regardless a person who has actually used and applied the Internet Bank tools and parameters.
23. INTERNET BANK
23.1. Internet Bank represents the set of procedures, data transfer channels, technical tools and parameters, e.g., username and password, determined by us.
23.2. Internet Bank provides you with a possibility to access and manage your Account including, but not limited to, the following actions:
23.2.1. perform Transactions in the Account;
23.2.2. communicate with us;
23.2.3. send instructions, documents and information to us;
23.2.4. receive information regarding performed Transactions in the Account, as well
as for instructions, requests and other information from us;
23.2.5. open another Account, close the Account and enter into an agreement(s) with us; 23.2.6. perform any other activity supported and permitted by our Internet Bank.
23.3. Services and functionalities available within our Internet Bank are determined exclusively by us.
23.4. We at our sole discretion and at any time may change services and functionalities available within our Internet Bank, and, inter alia, to add and remove any service and functionality, make any change and amendment to any service and functionality, as well as suspend and restrict any service or functionality.
23.5. In some cases, in addition to any information and documents submitted by you via Internet Bank, we may require, and you shall duly deliver a hard copy of such information and documents.
23.6. Any information and documents submitted or provided by us by means of Internet Bank is considered to be duly delivered to and received by you at the time when such information or document was made available within the Internet Bank, regardless of the actual day and time when you accessed such information or document(s).
23.7. Any information and documents of whatever nature, including instructions, orders, etc., submitted, provided or exchanged via Internet Bank are legally binding upon the Parties, and such information and documents are legally equal to a document signed by hand.
23.8. You agree that any Transaction or Noticer confirmed in the Internet Bank may be treated by us as your irrevocable consent to the information stated in the Transaction or Notice and execution of the same.
23.9. You are responsible or performing regular (we recommend at least once every calendar week) checking of Internet Bank in order to assess available information and documents in a timely manner and minimize security risks.
23.10. We make no warranty that technical tools are error-free. To the fullest extent permitted by law, we exclude all liability for any losses or damages that may be incurred by you due to any defects or errors in any tool/device.
23.11. We and/or our technical service provider shall own all personal and property copyright to Internet Bank and related materials (manuals, user manuals, etc.). You shall only be entitled to use Internet Bank within limits set by the present Terms.
23.12. Apart from that, no modification of Internet Bank, no Internet Bank reproduction, publishing beyond that stipulated in these Terms, no transfer thereof to any third person or use of technologies used in Internet Bank for making other software shall be allowed without our consent.
23.13. You are solely responsible for safe and secure usage of Internet Bank. You shall use Internet Bank tools and parameters in accordance with these Terms.
23.14. Internet Bank is available only to the User who is duly authorized by you and approved as such by us. User can utilize Internet Bank and represent you only within the representation rights granted to the User.
23.15. We upon approval of the User on the basis of your application shall issue technical tools and parameters to the User in order for the latter to access and use Internet Bank on your behalf.
23.16. You must take all reasonable steps to keep your Internet Bank password and any other security features safe at all times and never disclose them to anyone. Our personnel will never ask you to provide your password to us or to a third party. Any message you receive or website you visit that asks for your password or other security features, other than our Website should be reported to us. If you are in doubt whether a website is genuine, you should contact Client Support. It is advisable to change your password regularly (at least every three to six months) in order to reduce the risk of a security breach in relation to your Internet Bank. We also advise you not to choose a password that is easily guessed from information someone might know or gather about you or a password that has a meaning. With exceptions stipulated in these Terms you must never allow anyone to access your Internet Bank and/or Account or watch you accessing your Internet Bank. You must comply with the security procedures we tell you about from time to time.
23.17. You are solely responsible for unauthorized access to and/or unauthorized use of Internet Bank parameters and tools, as well as their loss, theft, misappropriation and/or exposure to abuse.
23.18. When utilizing Internet Bank, you are identified as such whenever necessary Internet Banking parameters are applied correctly as recorded by us and necessary Internet Bank tools are utilized correctly as recorded by us in accordance with our requirements for usage of the Internet Bank.
23.19. User shall at all times keep the Internet Bank parameters and tools under his/her control and will not allow anyone to use and/or access those tools and parameters.
23.20. If you have any indication or suspicion of your Internet Bank, your Account, login details, password or other Internet Bank parameters and tools being lost, stolen, misappropriated, used without authorisation or otherwise compromised, you are advised to change your password. You must contact Client Support without undue delay on becoming aware of any loss, theft, misappropriation or unauthorised use of your Internet Bank and/or Account, login details, password or other Internet Bank parameters and tools. Any undue delay in notifying us may not only affect the security of your Internet Bank and Account but may result in you being liable for any losses as a result where your failure to notify us is intentional or grossly negligent. Upon registering such event, we shall block the tools and/or parameters (as the case may be). We bear no responsibility for any losses that arise before we have been timely and properly notified of the aforementioned event. If you suspect that your Internet Bank and Account was accessed by someone else, you should also contact the police and report the incident.
23.21. Immediately following our request, you shall provide us with information on circumstances related to loss, theft, reproduction of the authentication means, Internet Bank parameters and tools or their coming to the disposal of a third party.
23.22. We may suspend your Account or otherwise restrict its functionality on reasonable grounds relating to the security of the Account or any of its and/or Internet Bank security features or if we reasonably suspect that an unauthorised or fraudulent use of your Internet Bank and Account has occurred or that any of its security features have been compromised. We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed, unless notifying you would be unlawful or compromise our reasonable security interests. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.
23.23. In order to protect your funds from possible illegal actions of third persons, you shall immediately inform us about theft or other loss of User’s personal identity document(s).
23.24. You must take all reasonable care to ensure that your e-mail account is secure and only assessed by You or User, as this e-mail account may be used in the process of resetting passwords or to communicate with you about the security of the Account. In case any of the e-mail addresses registered with the Account have been compromised, you should immediately upon becoming aware of this event, contact us and the e-mail service provider.
23.25. Irrespective of whether the User uses a public, a shared or a private / business computer to access the Internet Bank, you must always ensure that the login details are not stored by the browser, cached or otherwise recorded. You should never use any functionality that allows login details or passwords to be stored by a computer.
23.26. You shall be exclusively liable for all losses and expenses (fully and totally, without any limits, limitations and exclusions) relating to any unauthorized use of the Internet Bank, as well as in case(s) where the You or User acts fraudulently and/or fails to fulfil one or more of your obligations relating to correct and safe usage and safe keeping of internet Bank tools and parameters. We bear no responsibility for any transactions in the Account regardless of who performed said transaction(s), unless we have been duly and timely notified by you of any unauthorized access to Internet Bank parameters and tools, and such tools and parameters have been consequently blocked.
23.27. Considering that technologies develop speedily and constantly, and it is impossible now to foresee all possible future ways of obtaining illegal access to the Internet Bank, it is impossible to list all measures that the User shall take or avoid ensuring safe keeping and use of the Internet Bank. Nevertheless, you bear full responsibility for taking all reasonable precautions and security measures to prevent access of unauthorized persons to the Internet Bank tools and parameters and their further use thereof.
23.28. Where you lodge a complaint to us for loss compensation under your unauthorized or erroneously performed Transaction, you, following our request, shall supply us with the personal workstations, e.g., personal computer, laptop, mobile devices, etc.) used to regularly connect to the Internet Bank at the time when unauthorized or erroneous Transactions were performed, for the expert examination to be carried out in order for us to make sure whether the requirements of the Terms have been complied with.
23.29. You cannot and have no right to lodge objection(s) in respect of any instruction, order or document that has been duly executed and submitted to us by means of Internet Bank.
23.30. We are entitled not to execute any order, as well as suspend right of User to access and use Internet Bank or otherwise restrict its functionality, and block relevant Internet Bank’s parameters and technical tools in the following cases:
23.30.1. there is a possibility or threat of illegal, unauthorized or fraudulent use of the Internet Bank;
23.30.2. for security reasons;
23.30.3. we have reasonable concern that the User is not authorised to act on
your behalf and/or to use Internet Bank;
23.30.4. you and/or User does not observe Terms and/or our other documents,
e.g., manual, rules, terms specified by us regarding the usage of the Internet
Bank;
23.30.5. we have suspicions about your and/or User’s identity and we have not
been able to contact and reach you and/or User in order to verify your and/or User’s identity and/or content of a particular instruction or document submitted via Internet Bank;
23.30.6. received instruction(s), order(s) or document(s) are corrupted or unclear due to transmission interruptions or any other technical reason(s); 23.30.7. you and/or User does not observe other our requirements of, or we
have another justified reason.
23.31. Upon receipt of an order we may contact you or User to verify the content and correctness of the instruction and/or document, and may opt to execute said instruction and/or document only after verification.
24. TOP UP
24.1. You can top up funds by visiting the Website, logging into your Account and following the relevant top up instructions. You may be presented with a number of different top up methods, depending on which payment methods are available in your country of residence. Top up methods are payment services provided by third party financial institutions (for example, third-party direct banking service providers) and are not part of our service. We do not guarantee the use of any particular top up method made available and may make changes to or discontinue the acceptance of any particular top up method at any time without prior notification. We shall not be responsible for the top up until top up funds are received by us.
24.2. You may be asked to answer security questions or to complete other activities that we or the payment service provider you use to top up funds to your Account may reasonably require to ensure proper authorisation of a top up transaction.
24.3. You must not make a top up through a payment method if you are not the named holder of that payment method, for example, in case of direct bank transfer to top up your Account you must be a named holder of a bank account from which you make top up of your Account. We take any violation of this requirement very seriously and will treat any attempt to use a payment method of which you are not the named holder as a fraudulent act.
24.4. Top ups may be subject to top up limits due to security and legal requirements. These limits are set dynamically depending on your verification status and the top up method you want to use. You should be aware that depending on your verification status your top up limits may be higher than your withdrawal or spending limits.
24.5. Top ups are subject to Fees including currency exchange Fees (if applicable). 25. PAYMENTS
25.1. You are entitled to make payments only from your Account with us. You may perform payments as follows:
25.1.1. to your Account with us;
25.1.2. to other Client’s account with us;
25.1.3. to any account with another payment services provider or bank.
25.2. Funds received by us and addressed to you shall be credited to your Account following the procedures set forth herein and according to payment details stated in the payment order received. You shall be considered to have received such funds once the Account has been credited.
26. PAYMENT ORDERS AND EXECUTION
26.1. In order to make a payment, you shall submit payment order online to us in the form and according to the procedure prescribed by us.
26.2. In the payment order you shall state, among other things, the following: (a) Client’s name and Account to be debited in our system, (b) payment amount, (c) payment currency, (d) beneficiary’s name, (e) beneficiary’s address, (f) beneficiary’s account/IBAN number (please note that IBAN is mandatory for most transactions, including SEPA payments), (g) full name, address and bank BIC/SWIFT code of beneficiary’s bank or payment services provider and intermediary bank or payment services provider (if applicable), (h) payment purpose, and (i) other details required in the payment order and necessary for executing the payment.
26.3. Payment purpose stated by you in the payment order shall describe the nature of such payment and goods or services paid for clearly and shall state information regarding the underlying document, e.g., invoice, bill, contract, etc., for the payment.
26.4. We would not execute the payment order if the Account balance is insufficient to execute the same, including both the actual payment order amount and our Fees and rates. If the Account balance is insufficient to cover the above, you will not be able to submit the payment order.
26.5. In case you have failed to provide all required details in the payment order, we are entitled, but not obliged to ask the Customer to submit missing and/or additional information. If we would not be able to establish correct and necessary details of the payment order by the end of the Business day following the day when the payment order was received for its processing, we are entitled to reject the execution of the payment order.
26.6. We may reject to execute the payment order in case the provisions set forth herein are not met, and/or if applicable legal or regulatory requirements prohibit the execution of the payment. We shall inform you about the rejected payment order, unless applicable regulatory requirements prohibit us to inform you. We are entitled to withhold a Fee for providing said information. We are not liable for your losses and expenses incurred by you due to our rejection of the payment order.
26.7. We shall not be liable for your losses or other expenses that might be incurred due to non-execution or undue execution of the payment order, if the beneficiary’s account number provided in the payment order in IBAN or other format, including invalid or incorrect account number, fails to conform to other payment details, and/or if details provided in the payment order are incorrect or incomplete.
26.8. In case precise information for identification of banks or payment services providers to be involved in the execution and processing of payment, e.g., correspondent bank, is not provided in the payment order, we shall choose such third parties unilaterally and at our sole discretion. In the execution of payments, we shall execute the payment order in a professional way and choose the most effective means in our opinion for execution without your approval.
26.9. You agree that in case of interbank payments we shall be deemed to have fulfilled our obligations under the payment order when the payment amount is passed on to the beneficiary’s bank or correspondent bank or payment services provider, or other intermediary bank or payment services provider, within standard indicated timeframe. Having received the payment amount, the beneficiary’s or correspondent bank or payment services provider, or other intermediary bank or payment services provider shall be liable to you and/or beneficiary for due execution of the payment.
26.10. We bear no responsibility for a non-executed or unduly executed payment order in case due execution of the same is hindered by legal enactments or other regulatory requirements applicable to us.
26.11. You agree that the payment order is confirmed and authorized by you and the payment order constitutes your irrevocable confirmation and consent with regard to the amount and other details of the payment order if it is submitted via Internet Bank and authorized in accordance with rules applicable to Internet Bank as stated in Terms and respective documents.
26.12. Upon our request, you shall immediately provide all documentary evidence of and information on inconsistency between transactions booked to the Account and those actually performed, and/or transactions not authorized by you.
26.13. Should an Account have been credited with funds through our error, we may debit relevant sum from the Account without your consent.
26.14. We bear no responsibility for the non-executed or unduly executed payment in case where payment currency does not match that stated in our currency list of correspondent accounts.
27. PAYMENT FEES AND CHARGES
27.1. We offer the following types of payments:
27.1.1. In case you indicate the type of charge payment “OUR” in the Payment order, you shall ensure the whole payment amount in your Account and shall pay our charge as per Fees and rates. We shall transfer the payment order to our correspondent bank or payment services provider, stating the option “OUR” in the respective field of the SWIFT message, and thus instructing such bank or payment services provider to pay out the full payment amount to the beneficiary. Thereupon we shall be considered to have fulfilled our obligations concerning execution of the payment according to “OUR” conditions. In case banks and/or payment services providers, including correspondent banks, involved in the payment execution retroactively or proactively request any additional charges from us, we shall debit your Account in the amount of such charges without your consent and acceptance;
27.1.2. In case you indicate the type of charge payment “SHA” in the payment order, you shall ensure the whole payment amount in your Account and shall pay our charges as per Fees and rates. We shall transfer your payment order to our correspondent bank or payment services provider, stating the option “SHA” in the respective field of the SWIFT message. Thereupon we shall be considered to have fulfilled our obligations concerning execution of the payment according to “SHA” conditions. All banks and/or payment services providers, including correspondent banks, involved in the execution of the payment order, except us, are entitled to debit their charges from the payment amount;
27.1.3. In case you indicate the type of charge payment “BEN” in the payment order, you shall ensure the whole payment amount in your Account. We shall transfer your payment order to our correspondent bank or payment services provider, stating the option “BEN” in the respective field of the SWIFT message. Thereupon we shall be considered to have fulfilled our obligations concerning execution of the payment according to “BEN” conditions. We shall withhold our charges from the payment amount. All other banks and/or payment services providers, including correspondent banks and beneficiary’s bank and/or payment institution, involved in the execution of the payment order are also entitled to debit their charges from the payment amount.
27.2. Unless you have stated the type of charge payment in your payment order, the Charge payment “SHA” will apply by default.
27.3. You shall ensure in your Account sufficient amount for the execution of payment, and payment of our Fees and rates.
27.4. You shall ensure the amount of the payment in the payment currency or give an order to us to exchange funds to the payment currency from another currency.
27.5. We debit our Fees and rates as follows:
27.5.1.In the payment currency, calculating equivalent of the charge amount specified in Fees and rates in the payment currency at our currency exchange rate, or
27.5.2. In another currency by calculating the equivalent of the charge amount specified in Fees and rates in another currency at our currency exchange rate – for payments that require exchange into the payment currency.
27.6. We are entitled to debit our Fees and rates in the currency chosen by us, calculating equivalent of the charges and fees specified in Fees and rates in the currency chosen by us at our currency exchange rate, without your special order and acceptance, provided that:
27.6.1. Balance of your Account in the currency, designated by you for paying the charge, is insufficient for paying our charge for payment execution;
27.6.2. You have not indicated the currency for paying the charge, and the balance of your Account in the payment currency is insufficient for paying our charge.
27.7. If you have submitted more than one payment order to us for the total amount exceeding your Account balance, we shall determine the sequence of the execution of such payment orders at its absolute discretion.
28. PAYMENT TERMS
28.1. Moment of receipt of the payment order shall be the moment when we receive the payment order during a Business day before cut-off time.
28.2. If the payment order is received not on a Business day and/or beyond the cut-off time, the payment order shall be deemed to have been received the following Business day.
28.3. The Parties may agree in advance that the execution of the payment order shall start on a specific day or point in time in the future. If the agreed day or point in time is not a Business day, the payment order shall be deemed to have been received on the following Business day.
28.4. Payment order shall be submitted as per standard form approved by us.
28.5. Receipt of the payment order shall not guarantee its execution. The condition for
the execution of the payment order is the compliance of the order with all requirements set forth in these Terms and Fees and rates.
28.6. Terms of executing payments depend on payment types and cut-off times.
28.7. You shall state the preferred payment type in your payment order. If you have not
stated the preferred payment type, the payment shall be executed as a standard
payment.
28.8. Before submitting an urgent or express payment order, you shall agree upon the possibility of performing such with us. If you failed to agree upon the possibility of performing an urgent or express payment order with us before submitting the order, we shall be entitled to unilaterally change status of the order from “urgent” or “express” respectively to “standard”.
28.9. If the payment order is received by us before the cut-off time, we shall pass the payment amount to the beneficiary’s or a correspondent bank on the Value date stated in Fees and rates. Should the Value date stated in Fees and rates appear to be a non-working day of the beneficiary’s or correspondent, or intermediary bank, or the payment system used for execution of the payment, or a day set to be a holiday in the issuing country of the payment currency, we shall execute the payment order on our next working day or beneficiary’s, correspondent or intermediary bank next working day.
28.10. In case of payment to an account opened with another payment services provider or bank, we cannot guarantee that the payment will be credited to the beneficiary’s account on a particular day.
28.11. We shall credit the payment addressed to your Account not later than on the following Business day upon receipt of said payment addressed in our correspondent account, unless other Value date is stated in the payment order.
28.12. In respect of international payments, we are acting for you and on your behalf. We will have to comply with any relevant local and international laws and you agree to indemnify us against all obligations and responsibilities we may incur as a result of acting for you and on your behalf.
28.13. Whilst we may authorize payments to any named beneficiary, correspondent and/or intermediary bank and/or payment services provider may, at our sole discretion, conduct any (additional) due diligence check it may deem necessary regarding the payment.
28.14. We shall not be responsible for your losses and other additional expenses incurred by you as a result of non-execution or undue execution of the payment, in case such non-execution or undue execution occurred through the fault of third parties involved in the execution of said payment.
29. INCOMING PAYMENTS
29.1. Payment shall be deemed to be executed correctly provided that the payment has been credited to the Account stated in the payment order. We are entitled to credit the Account taking into account only the Account number stated in the payment order. However, in some cases and at our absolute discretion, we may but are not obliged to check whether the Account number stated in the payment order conforms to your name and in case of the respective nonconformity – to deny execution of the payment or request details to be updated or amended.
29.2. In case the Account has been credited due to an error or our fault, we are entitled to debit the Account for the respective amount without any your acceptance or approval, notifying you accordingly in the Account statement.
29.3. In case the Account has been credited due to the sender’s error, you undertake to cooperate with us in the settlement of consequences of such error. In this relation, you undertake to supply us with requested information related to funds credited by error within time-frame(s) stated by us. Unless you observe your obligations in respect of cooperation, we are entitled to block funds credited by error until elucidation of circumstances.
29.4. We are entitled not to credit a payment to the Account or to return the payment to the remitting payment services provider or bank, in the following cases:
29.4.1.Payment comes from a state that is included in the list of states and jurisdictions prone to laundering of proceeds derived from criminal activities or supporting terrorism, or if international sanctions apply to this state, or where the transfer comes from an intermediary outside those states, but having its parent company registered in a state included in the list of such states, and also where the transfer comes from a remitter included in the list of subjects suspected of laundering of proceeds derived from criminal activity and financing of terrorism, or
29.4.2. Payer has not been sufficiently identified, or
29.4.3. In other cases stated in applicable laws and regulations.
29.5. In such cases, we will not be liable for any losses or additional expenses that you may directly or indirectly incur due to non-execution or late execution of the payment. Pursuant to applicable laws and regulations in force, we shall be entitled not to explain the reasons for non-crediting or late crediting of the Account.
30. INVESTIGATION, CORRECTION, CANCELLATION AND REFUND OF PAYMENTS
30.1. You may apply to us for correction(s) in the payment order submitted to us. Nonetheless, we do not guarantee that the payment order will be corrected. If the payment order has not been executed yet, we shall ensure correction of the payment order as requested by you. If you wish to correct the payment order that has already been executed, we shall, to the extent possible, contact the beneficiary’s or correspondent bank to request corrections in the executed payment order; however, there is no guarantee that these corrections will be made.
30.2. You may apply to us for the cancellation of the payment order submitted to us. Nonetheless, we do not guarantee that the payment order will be cancelled. If the payment order has not been executed yet, we shall apply reasonable and available measures in order to ensure that the payment order will not be executed. If you wish to cancel the payment order that has already been executed:
30.2.1. in case of an interbank payment – we shall, to the extent possible, contact the beneficiary’s or correspondent bank or payment services provider to receive back the funds transferred. We shall refund funds to the Account only once we ascertain that the payment order has not been executed and after we receive the funds back from the beneficiary’s or correspondent bank or payment services provider;
30.2.2. in case of an intra-bank payment – we shall, to the extent possible, try to contact the beneficiary to obtain its consent to the payment refund. Payment shall be refunded to the payer only after the beneficiary consents to the same.
30.3. Upon receiving your application and all necessary supporting evidence, we shall investigate a transfer of funds transferred by you or addressed to you and not received.
30.4. We would withhold the Fees from you for correction, cancellation, investigation and refund of payments, as well as all fees and charges withheld by other payment services providers/banks involved in the respective actions and processes.
31. CORRESPONDENT BANKS
31.1. All payments addressed to you or payments made by you, except internal payments between your accounts with us and payments to another Client’s account with us are executed via correspondent banks and correspondent accounts, as well as settlement systems.
31.2. You assume all risks for your funds credited to any our correspondent account, including the risk of insolvency of correspondent banks or correspondent payment services provider.
31.3. You assume all risks arising from currency exchange fluctuations and/or limitations, taxes, duties and other payments applicable in a respective country, as well as from any legal enactments in a respective country, decisions of courts, and resolutions of other administrative institutions and decisions of central banks that may cause losses or additional expenses to us, you or third parties.
32. PROHIBITED TRANSACTIONS
32.1. It is strictly forbidden to send or receive payments in consideration for sale or supply of tobacco products, prescription drugs, drugs and drug paraphernalia, weapons (incl. guns, firearms, ammunition, knives, etc.), satellite and TV descramblers, pornography and adult material, material that incites violence, hate or racism, and which is considered obscene, government IDs and licenses (incl. replicas), any counterfeit products, unlicensed or illegal lotteries or gambling services, unregistered charity services, items that encourage or facilitate illegal activities, third party processing or payment aggregation products or services, multi-level marketing, pyramid selling and ponzi schemes, matrix programs and any similar high yield pseudo-investment programs, goods and services that infringe on the intellectual property rights of a third party, timeshares and similar or related services, as well illegal gambling services (incl. illegal sports betting, casino games and poker games), and payments from/to shell banks. We reserve the right, in our sole discretion, to add categories of prohibited Transactions by adding such categories to these Terms, and to close the Account if any evidence of the above restricted activities is discovered in the Account.
32.2. It is strictly forbidden to make payments to or to receive payments from persons or entities offering illegal gambling services, including, but not limited to, illegal sports betting, casino games and poker games. We may suspend or terminate your Account at any time or refuse to execute or reverse a Transaction if we believe that you directly or indirectly use or have used your Account for or in connection with illegal gambling Transactions. This list is not exhaustive, and it is your responsibility to ensure that you do not use our services for transactions that may be considered illegal in your jurisdiction.
32.3. You may not use our services if you are residing in certain countries. A list of non-serviced countries is available on our Website and updated from time to time. This list is not exhaustive, and we may in our sole discretion decide to discontinue or restrict our services in other countries at any time and without prior notice. We reserve the right to suspend or terminate your Account at any time if we reasonably believe to be required to do so by law or in order to comply with recommendations issued by a relevant government authority or recognised body for the prevention of financial crime.
32.4. It is strictly forbidden to use your Account for any illegal purposes including but not limited to fraud and money laundering. We will investigate and report any suspicious activity to the relevant law enforcement agency. We reserve the right to charge you in our sole discretion an administration Fee as displayed in the Fees list on our Website and/or Internet Bank for every investigation we undertake into any such suspicious activity, including where we get notified thereof by any third party whom we partner with. You are prohibited from using your Account in an attempt to abuse, exploit or circumvent the usage restrictions imposed by a merchant or a third-party provider on the services it provides.
32.5. If you conduct or attempt to conduct any Transaction in violation of the prohibitions contained in this section 32, we reserve the right to: reverse the Transaction; and/or close or suspend your Account; and/or report the Transaction to the relevant law enforcement agency; and/or claim damages from you; and charge you an administration fee as displayed in the Fees list available on our Website and/or Internet Bank if we apply any of the above.
32.6. It is your responsibility to ensure that you make payments to and/or receive payments from persons and/or entities for the sale and supply of goods and services that may be provided or received in conformity with any applicable rules and regulations.
33. THIRD-PARTY PROVIDERS
33.1. A Third-Party Provider is a service provider that is permitted by law to make payments from your account on your behalf and to provide account information services to you, provided they are acting in accordance with your instructions and the relevant regulatory requirements. You can check whether the provider is authorised in the information they give to you about the services they will provide.
33.2. We will treat any instruction from a Third-Party Provider as if it were from you and the terms of these Terms will still apply. If you consent to a Third-Party Provider having access to information concerning your Account, we will assume that you consent to access being granted as frequently as the Third-Party Provider requests it.
33.3. If you give your security details to someone who is not a Third-Party Provider, we will have to assume it is you that is authorising us to give access to your Account, we will treat payments instructed by that third party as authorised by you and will not be responsible for any losses you suffer as a result of misuse or disclosure of information about your Account by that third party.
33.4. We may refuse to allow a Third-Party Provider to access your Account if we are concerned about unauthorised or fraudulent access by that Third-Party Provider. Before we do this, we will tell you and explain our reasons for doing so, unless it is not reasonably practicable, in which case we will tell you immediately afterwards. In either case, we will tell you using any of the contact details we hold for you. We won’t tell you our reasons where doing so will undermine our reasonable security measures or otherwise be unlawful. If you want to cancel the consent you have given to a Third-Party Provider to access your Account, you should contact them directly.
33.5. If you think a payment may have been made incorrectly or is unauthorized, you must tell us as soon as possible even where you use a Third-Party Provider. If you ask a Third-Party Provider to request a payment and they do not do this, we will not be responsible for your payment not being made. Once a Third-Party Provider has initiated a payment, you cannot normally cancel it.