Version 1 _ 2019, August
This Agreement is made and entered into on [ _________ ] 2019 between:
(1) Customer: _______________ with its registered office at _________________________
(2) UAB “DSBC FINANCIAL EUROPE”, a financial institution organized and validly existing under the laws of the Republic of Lithuania with its registered office at UAB "DSBC Financial Europe": Lvovo str. 25, Mažoji bure, 15th floor, LT-09320, Vilnius, Lithuania
CUSTOMER and DSBC Financial Europe shall be hereinafter referred to collectively as the “Parties” and individually as a “Party”.
A. The Parties have entered into a facility agreement dated on or about the date hereof pursuant to which DSBC Financial Europe will provide a Payment Service/ Financial Service/ (the “DSBC”, “DSBC Financial Europe”) to Customer (the “Customer” or “Client”)
B. Object of the Agreement: the present Agreement determines the main terms and conditions between the Client and DSBC Financial Europe when the Client registers in the System, opens an Account at DSBC Financial Europe and uses other services provided by DSBC Financial Europe. Conditions of separate services provided by DSBC Financial Europe are set under the Supplements to the Agreement, other agreements and rules which are an integral part of the present Agreement. These conditions apply to the Client after the Client becomes acquainted with the terms of the agreement and starts using respective services. In addition to the present Agreement, the relationship between DSBC Financial Europe and the Client related to provision of Services are also governed by legal acts applicable to the Client, Supplements to the Agreement concluded with the Client, other agreements, rules and principles of reasonableness, justice and fairness.
C. The Agreement comes into force after the Client has registered in the System, learned terms and conditions of the present Agreement and expressed his/ her consent to comply with them electronically. The Agreement is valid for unlimited period of time. And by registering in the System the Client confirms that s/he agrees with the terms of the Agreement and undertakes to observe them.
Personal data – any information related to a natural (private) person whose identity is known or can be directly or indirectly determined by using a personal code (national ID number) and one or more physical, physiological, psychological, economic, cultural or social features specific to the individual.
Corporate data – any information related to a legal entity which identity is known or can be directly or indirectly determined by using a legitimate identifying information specified in official document supplied by Government in which that legal entity is registered. Or any information that relates to Corporate Client during the time using Service of DSBC Financial Europe
Business day – a day when DSBC Financial Europe provides its services, set by DSBC Financial Europe. DSBC Financial Europe can set different business days for different services.
Electronic money – funds of the Client credited or transferred to and held on a DSBC Financial Europe Account for execution of Payment operations via the System.
Recipient – a natural (private) person or legal person, legal entity indicated in the Payment order as a recipient of the Payment.
Statement – a document prepared and provided by DSBC Financial Europe, which includes information about Payment operations executed during a specific period of time.
Pricing – prices for DSBC Financial Europe services and operations confirmed in accordance with the procedure established by DSBC Financial Europe.
Client/ customer – a legal person who has concluded the Agreement on DSBC Financial Europe services and/ or legal entity n who has concluded the Agreement on DSBC Financial Europe services
Client identification – verifying the identity of the Client and (or) his/her representatives under the procedure laid down in the System.
Payment transfer – a payment service when money is transferred (electronic money is redeemed) to the payment account of the Client under the initiative of the Payer.
Payment order – an order from the Payer or the Recipient (payment transfer) for the Provider of payment services to execute a Payment operation.
Payment operation – a money deposit, transfer or withdrawal initiated by the Payer or the Recipient.
Payment service – services allowing to deposit to and withdraw cash from the payment account as well as all transactions related to management of the payment account; payment transactions, including transfer of money held on the payment account opened in the institution of the provider of payment services of the Consumer of payment services or in another payment institution; payment transactions when funds are given to the Consumer of payment services under a credit line: payment transactions using a payment card or a similar instrument and (or) credit transfers, including periodic transfers; issuance and (or) acceptance of payment instruments; money remittances; payment transactions when the consent of the payer to execute the payment transaction is given using telecommunications terminal devices, digital or IT devices and the payment is performed to the operator of the telecommunications network or IT system, who is only a mediator between the provider of goods and the Consumer of payment services.
Payment Instrument – any payment instrument which the System allows to link to DSBC Financial Europe Account and perform Payment transfers using this payment instrument.
Payer – a natural (private) or legal person submitting a Payment order.
DSBC Financial Europe Account or Account – a virtual account opened in the System in the name of the Client and used to perform payments and other Payment operations. An Account is opened only upon identification of the Client.
Service – the service of issuance and redemption of electronic money and other services provided by DSBC Financial Europe.
DSBC Financial Europe Application– a mobile application for DSBC Financial Europe account management, installed and used in mobile devices.
Account – the result of registration in the computer system, during which personal data of the registered person is saved, the person is given a login name, and his/ her rights in the system are defined.
Supplement – an agreement between DSBC Financial Europe and the Client on provision and usage of separate services provided by DSBC Financial Europe. The Supplement can be identified as an agreement, rules, declaration, plan or in any other way. The Supplement is an integral part of the present Agreement.
System – a software solution on DSBC Financial Europe web pages, developed by DSBC Financial Europe and used for provision of DSBC Financial Europe services.
Agreement – the agreement between the Client and DSBC Financial Europe which includes the present General payment service agreement and any other conditions and documents (indicated by DSBC Financial Europe), including but not limited to, information on the websites, referred to in the present General payment service agreement.
Consent – consent of the Payer to execute a Payment operation.
Password – any code of the Client created in the System or a code provided to the Client by DSBC Financial Europe for access to the Service and (or) DSBC Account or initiation and management of separate services provided by DSBC Financial Europe and (or) initiation, authorization, implementation, confirmation and reception of Payment transactions.
Party – DSBC Financial Europe or the Client.
This Agreement sets forth the terms of the provision of financial services (“Services”) that UAB “DSBC Financial Europe” ("us" or “DSBC” or “DSBC Financial Europe”) makes available to its customers (“you”). By applying for any Services, you agree to be bound by these terms. Your use of any Service will be additional evidence of your agreement to these terms.
1. Services. We will notify you when the Services you request will become available to you. If you request additional Services in the future, they will also be governed by this Agreement, unless we advise you otherwise
When registering in the System in case of Personal Account, first of all an Account for a representative of the Client is created. The Account is personal, thus, each representative of the Client who has the rights to manage the Account, shall register in the System, create his/ her personal Account and perform the Client identification procedure required by the System.
When registering in the System in case of Corporate Account, the Account for the Client can be opened by the Head of a legal entity or another representative of the Client, who has the authority specified in the legal acts and (or) legal acts of the legal person. By registering the Client in the System, the Client's representative confirms that the representative of that legal entity is duly elected or appointed and the legal entity represented by him is properly established and operates lawfully. The client's manager or his other representative must properly identify themselves in accordance with the procedures specified in the system by submitting the documents specified in the system. The Client's representative opening the account has the right to grant the rights to manage the Account to other authorised persons of the Client after they sign up for the System and create their own Personal Accounts.
2. Equipment/ Facility to use DSBC Financial Service. You are responsible for providing and maintaining any equipment that is necessary for the Services, such as telephones, terminals, modems and computers. You agree to use equipment that is compatible with our programs, systems and equipment, which we may change from time to time. We assume no responsibility for the defects or incompatibility of any computers or software that you use in connection with the Services, even if we have previously approved their use. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY, WITH RESPECT TO THE SERVICES, OR ANY COMPUTER PROGRAMS, EQUIPMENT OR SOFTWARE MADE AVAILABLE TO YOU. You agree to notify us promptly if any software or equipment we provide to you becomes defective. Our sole responsibility (if any) in such instances will be to repair or replace the defective software or equipment. You agree to comply with the terms of any software license(s) provided to you in connection with the Services. You may not transfer, distribute, copy, reverse compile, modify or alter such software. Unless otherwise agreed by us in writing, the computer programs, Service guides, security procedures, software and systems provided to you in connection with the Services represent our proprietary property and must be returned to us upon request.
3. Accounts. Your application may list certain type of Financial Service (such as Mobile DSBCing, Internet DSBCing, products of card, SEPA transfer and SWIFT transfer) that you wish to access. If it includes the accounts of your parent company, subsidiaries or affiliates, you warrant that they have authorized you to access their accounts through the Services in the same manner as your own accounts. You agree to provide us with their written authorization, in form and substance acceptable to us, evidencing that authority, and to notify us immediately in writing of any change to that authorization
You will need to designate your accounts for specific purposes in connection with some of the Services. You may appoint an individual (an “Administrator”) with the authority to determine who will be authorized to use the Services on your behalf. Your Administrator can establish separate security codes for you and each user, as well as limits on each user’s authority to access information and conduct transactions. You assume sole responsibility for the actions of your Administrator, the authority he or she gives others to act on your behalf, and the actions of the persons designated by the Administrator to use the Services. You or your Administrator will need to designate which accounts will be utilized for Service payments and transfers. If your Administrator designates an account that requires more than one signature for the withdrawal or transfer of funds, you agree that we may act upon any Service instruction that is accompanied by the security code(s) designated by you or your Administrator for that account and the Service in question. Note: This may mean that we will act upon the instruction of only ONE person (e.g., to wire funds), even though the signature card for the account in question requires two or more signatures on checks. As long as an instruction is accompanied by the designated security codes, the transaction will be deemed authorized by you.
4. Fees. You agree to pay us the fees we establish for each of the Services. See our fee schedule for details. We may send an Invoices/ Email Notification to you for the fees (which must be paid within 7 working days of the invoice or statement date) or charge them directly to your accounts with us. If you fail to pay any amount owing to us under this
Agreement, it will bear interest at the rate of 15% per year until paid. We may amend our Service pricing from time to time. Certain prices are subject to change without prior notice. Special or additional Services performed at your request will be subject to such additional terms and fees as you and we may agree. If your accounts with us are analyzed, you may be able to use your available earnings credit to offset certain Service charges. If your analyzed accounts contain funds belonging to third parties, you represent that your use of any related earnings credit is not limited by law, regulation or agreement with such third parties.
In addition to the Service fees, you agree to pay for all taxes, tariffs and assessments levied or imposed by any government agency in connection with the Services, this Agreement, and/or the software or equipment made available to you (excluding any income tax payable by us). You also are responsible for the costs of any communication lines and any data processing charges payable to third parties.
5. Access to Account Data. Some of the Services provide you with balance and other account information. Since certain information and transactions are not processed by us until after the close of our business day, some transactions may not be reflected in the system until the next DSBCing day. Posted items may be reversed due to insufficient funds, stop payment orders, legal process, and other reasons. Certain balances also may not be subject to immediate withdrawal. We assume no responsibility for any loss arising from incomplete information or for any temporary interruption in our information system. If you are unable to access our system for any reason, you can contact your branch of account for loan and deposit information.
6. Information Processing and Reporting. We offer a number of Services that require us to receive, process and report information involving your accounts and transactions. We will not be responsible for determining the accuracy, timeliness or completeness of any information that you or others provide to us. We will not have a duty to interpret the content of any data transmitted to us, except to the limited extent set forth in this Agreement. Unless otherwise agreed in writing, we will not be required (by means of any security procedure or otherwise) to detect errors in the transmission or content of any information we receive from you or third parties.
a. Information You Provide to Us. You assume the sole responsibility for providing us with complete and accurate information in the form and format that we require (e.g., in connection with wire and SEPA/ SWITF or any transfers that link you with DSBC Financial Europe). We are not responsible for confirming such information, or for monitoring or refusing to process duplicate instructions by you or your agents. For example, if you give us a wire transfer instruction that is incorrect in any way, you agree that we may charge your account for the payment whether or not the error could have been detected by us. We are not obligated to detect errors in your transfer or payment instructions.
b. Your Instructions. You must accurately describe transaction beneficiaries, intermediary financial institutions, and the beneficiary’s financial institution in transfer and payment instructions. If you describe any beneficiary or institution inconsistently by name and number, other institutions and we may process the transaction solely on the basis of the number, even if the number identifies a person or entity different from the named beneficiary or institution.
c. Your Review. You acknowledge that it is not possible for the Financial Services provided by DSBC to be totally free from operator, programming or equipment error, and that errors in processing and compiling data may occasionally occur (e.g., due to the failure of others to provide accurate information, telecommunication failures, or a breakdown in an electronic data interchange). As such, you agree to review and verify all results and to maintain adequate controls for insuring both the accuracy of data transmissions and the detection of errors. Unless otherwise required by law, our sole responsibility for any reporting errors caused by us will be to reprocess the information for the period in question and to provide corrected reports at our own expense. You agree to maintain adequate backup files of the data you submit for a reasonable period of time in order to facilitate any needed reconstruction of your transactions (e.g., in the event of a telecommunication failure). If we are unable to provide a Service for any reason, we will promptly inform you of the problem and will take reasonable steps to resume processing.
7. Reliance on Third Parties. Our ability to provide certain Services (e.g., in connection with electronic data interchange/ KYC-AML partners or any parties that support for our Service Offering) is dependent upon our ability to obtain or provide access to third party networks. In the event any third party network is unavailable or we determine, in our discretion, that we cannot continue providing any third party network access, we may discontinue the related Service or may provide the Service through an alternate third party network. In such situations, we will have no liability for the unavailability of access. We will not be responsible for any services you receive from third party vendors.
8. User Guides and Security Procedures. We may provide you with a User ID and/or passwords (collectively, a "Security Code") to access the Services. We may also provide you with operating procedures and user guides ("User Guides") in connection with certain Services. You agree to:
(a) comply with the User Guides and procedures that we provide to you;
(b) take reasonable steps to safeguard the confidentiality and security of the Security Code, the User Guide, and any other proprietary property or information we provide to you in connection with the Services;
(c) closely and regularly monitor the activities of employees who access the Services; and
(d) notify us immediately if you have any reason to believe the security or confidentiality required by this provision has been or may be breached. Our security procedures are not designed for the detection of errors (e.g., duplicate payments or errors in your fund transfer instructions). We will not be obligated to detect errors by you or others, even if we take certain actions from time to time to do so.
You agree to change the passwords you assign to your employees on a regular basis, but no less frequently than every 90 days (or any number of day set by DSBC Financial Europe). You agree to change your temporary passwords promptly after you are given access to the Services for the first time and whenever anyone who has had access to your Security Code is no longer employed or authorized by you to use the Services. We may require you to change your Security Code at any time. We may deny access to the Services without prior notice if we are unable to confirm (to our satisfaction) any person's authority to access the Services or if we believe such action is necessary for security reasons.
Each time you make a transfer or payment with a Service, you warrant that our security procedures are commercially reasonable (based on the normal size, type, and frequency of your transactions). Some of our Services allow you or your Administrator to set transaction limitations and establish internal controls. Your failure to set such limitations and implement such controls increases your exposure to, and responsibility for, unauthorized transactions. You agree to be bound by any transfer or payment order we receive through the Services, even if the order is not authorized by you, if it includes your Security Codes or is otherwise processed by us in accordance with our security procedures.
9. Wire Transfer Service. If you are approved for this Service, you can provide us with beneficiary/ payee information and/ or instructions to transfer funds to third parties. You will receive a message that confirms our receipt of your wire instructions. See Appendix A below
10. Legal Impose. You agree to comply with the Operating Rules of the Payment Directives of European Payment Council and Central Bank of Lithuania as amended from time to time. In accordance with legislation of the Republic of Lithuania regarding tax administration and prevention of money laundering and terrorist financing, also in order to implement “Know Your Customer” principle, requirements of international treaties and agreements of the Republic of Lithuania, also legislation of European Union and the Republic of Lithuania regarding administrative cooperation on area of taxation DSBC is required to collect information about a client before entering or proceeding with business relations with the client. We ensure that the information provided is deemed to be confidential and will be protected as required by the Law on Bank of Lithuania and the Law of the Republic of Lithuania on Legal Protection of Personal Data
11. Online Bill/Invoice Payment Service. This Service allows you to obtain information about your accounts and transactions, communicate with us electronically, and make payments to others.
a. Bill Payments. You may make payments to others from your designated current accounts with us. If you link more than one checking account to the Services, you must specify which account you wish to use in making payments.
b. Eligible Payees. We reserve the right to determine who may be a payee of online payments. You may not use the Service to pay taxes. Unless we advise you otherwise, payments may be made only to payees located in the United States.
c. Initiating Payments. To initiate a payment, you must specify the person or business you are paying, the date for processing your payment, the amount to be paid, and (if you have one) your account number with the payee. The first time you request a payment to be made to a payee, you must also specify the payee’s address and the number of the account from which the payment is to be made. We may modify the payee address to accommodate special processing requirements. We will send your payment to the payee either by transferring the funds electronically or by mailing a check to the payee.
d. Automatic Recurring Payments. You may use the bill payment function to arrange for the automatic payment of bills that have a fixed frequency and amount. Once your automatic bill payment arrangements are established, we will make the payments without further requests by you. If the payment due date for an automatic payment falls on a weekend or holiday, the payment may be made the following business day.
e. Charging Your Account. When you transmit a payment request, you authorize us to charge your designated account on the date we process the payment (e.g., the day we initiate payment by an ACH entry or pay a check). We may treat online checks with the same effect as if you had signed them. You may not stop the payment of an online check once the transaction has been posted to your account.
f. Scheduling Bill Payments. Our online system will ask you to specify a “Process Date” for each payment. Since we cannot initiate a payment by check or ACH transfer earlier than the business day following our receipt of your instruction, you may select any business day other than the current date as the Process Date. You should enter and transmit your payment instructions to us five-to-ten business days before your payment is due (without regard to any grace period). The first time you initiate a bill payment for a specific payee, you must provide us with the necessary payment information and instruction 10 business days in advance of the date you want us to initiate payment. Although we may be able to pay certain payees electronically within three business days of the Process Date, it may take longer for payments sent by mail, depending on the location of the payee and the speed of the mail. It is your responsibility to request that payments be made in such a manner that they will be received in time. You are solely responsible for any damages, such as late charges, that may be imposed as a result of your failure to identify the correct Process Date and transmit your payment instructions to us in a timely manner. To ensure that critical or time-sensitive payments are received on time, you should consider establishing Process Dates (especially for payees that will receive payments by mail) well in advance of the payment due date.
g. Canceling Bill Payments. If you make a mistake or decide to cancel a payment sending us a cancellation request prior to our then-current cutoff hour for such requests.
13. Amending/Canceling a Transaction. Unless this Agreement or your User Guide provides otherwise, you do not have a right to cancel or amend a payment or transfer instruction (e.g., a SEPA or SWIFT payment) once we have received it. If we attempt to reverse a transaction at your request, we assume no liability for any interest or losses that result if the reversal is not effected. Requests to cancel a transaction must state the exact amount (EURO and cent) of the transaction you wish to stop. You agree to indemnify, defend, hold harmless and reimburse us for all expenses, losses, claims, actions, proceedings and damages we incur in effecting or attempting to effect any reversal. You are solely responsible for providing notice to the receiver/beneficiary that a reversal is being transmitted and the reason for the reversal no later than the settlement date of the reversing entry.
14. Our Rejection of Transactions. We may refuse any transfer or payment instruction without cause or prior notice because it violates our KYC-AML-CFT and/ or any Risk Assessing Procedure
15. Notice of Returned Payments or Transfers. We may notify you electronically, in writing, by telephone, or otherwise if any funds transfer is rejected or returned for any reason. We will not be obligated to credit your account with any interest, unless the return is caused by our failure to properly execute your instruction.
16. Unauthorized Transactions. We may process any payment or transfer instruction (including an amendment or cancellation instruction) that we believe is transmitted or authorized by you if we act in compliance with the security procedures (e.g., we obtain the Security Code) you and we have agreed upon for the Service. The instructions will be deemed effective as if made by you, and you will be obligated to pay us in the amount of such transactions, even though they are not transmitted or authorized by you. We may elect to verify the authenticity or content of any instruction, as an alternative security procedure, by placing a call to any authorized signer on your account or any other person designated by you for that purpose. If we are unable to verify an instruction to our satisfaction, we may reject the instruction.
17. Transaction Limits and Safeguards. You agree not to exceed the Service transaction limits we establish from time to time for your account (e.g., in connection with ACH transactions). You agree that you will not allow anyone to initiate transfer or payment instructions on your behalf without proper supervision and adequate safeguards, and that you will review pending payment and transfer instructions prior to their submission to us to ensure that they are complete, accurate and properly authorized.
18. Electronic Mail/Internet. If you send us electronic mail (“e-mail”), we may not receive or review it immediately. We will have a reasonable time to act upon any e-mail request or notice, and reserve the right to reject any transaction or request received by e-mail. You acknowledge that, even though e-mail may be encrypted, we cannot ensure that it will not be intercepted or affected by the actions or omissions of others, such as third party networks or persons with access to the Internet. As such, we recommend that you not send account data or other sensitive information to us by e-mail.
Your use of the Internet will be entirely at your own risk. We make no representation, warranty or endorsement with respect to: (a) information placed on the Internet by third parties; (b) the security or continued availability of the Internet or of any Internet web site, including without limitation our web site; or (c) the services, products or information made available over the Internet by others whose sites may be accessed, directly or indirectly, as a result of our Services. Our service providers and we assume no responsibility for viruses created by third parties, or for any third party’s unauthorized access to, or use of your computer system.
You agree that: (a) Internet services are provided to you on an “as is” basis, without warranties of any kind; (b) we, our affiliates, Internet service providers, and licensors will not be liable for any errors, defects in, or the untimeliness or lack of authenticity of, any information provided over the Internet; (c) you will comply with all laws applicable to your Internet activities; (d) you will not transmit any information which is defamatory abusive, or which may give rise to civil liability; (e) we may monitor your e-mail and Internet communications with our employees; and (f) our Internet Service will be subject to the additional qualifications and operating rules, if any, set forth on our web site.
19. Limitation of Liability. Except as otherwise stated in this Agreement, we will be liable to you only for damages arising directly from our intentional misconduct or gross negligence in the performance of the Services. We will not be responsible for any loss, delay, cost or liability which arises, directly or indirectly, in whole or in part, from: (a) your actions or omissions, or those of third parties that are not within our immediate and reasonable control; (b) your negligence or breach of any agreement with us; (c) any ambiguity, inaccuracy or omission in any instruction or information provided to us; (d) any error, failure or delay in the transmission or delivery of data, records or items due to a breakdown in any computer or communications facility; (e) accidents, strikes, labor disputes, civil unrest, fire, flood, water damage (e.g., from fire suppression systems), or acts of God; (f) causes beyond our reasonable control; (g) the application of any government or funds-transfer system rule, guideline, policy or regulation; (h) the lack of available funds in your Account to complete a transaction; (i) our inability to confirm to our satisfaction the authority of any person to act on your behalf; or (j) your failure to follow any applicable software manufacturer’s recommendations or our Service instructions. There may be other exceptions to our liability, as stated in your deposit or other Service agreements with us.
We will not be responsible under any circumstances for special, indirect, or consequential damages that you incur as a result of our actions or omissions, even if we are aware of the possibility for such damages. Our liability and your remedy for actual costs and losses resulting from our actions and/or omissions, whether the claim is in contract or tort, will not exceed six times the average monthly charge for the Service(s) in question for the three months immediately preceding the cost or loss.
Any claim, action or proceeding by you to enforce the terms of this Agreement or to recover for any Service-related loss must be commenced within one year from the date that the event giving rise to the claim, action or proceeding first occurs. You agree to cooperate with us in any loss recovery efforts we undertake to reduce any loss or liability that arises in connection with your Services.
You acknowledge that our Service fees have been established in contemplation of: (a) these limitations on our liability; (b) your agreement to review statements, confirmations, and notices promptly and to notify us immediately of any discrepancies or problems; and (c) your agreement to assist us in any loss recovery effort.
20. Indemnification. You agree to indemnify, defend and hold us, our parent company, affiliates and subsidiaries, and our respective directors, officers, employees and agents, harmless from and against any claim, damage, loss, liability and cost (including, without limitation, attorney's fees) of any kind which results directly or indirectly, in whole or in part, from: (a) our actions or omissions, if they are in accordance with your instructions or the terms of this Agreement; or (b) the actions or omissions of you, your agents or employees.
21. Arbitration. At your or our request, any claim or controversy that arises out of or relates to this
Agreement or the Services will be submitted to arbitration in accordance with the terms of your service agreement with us.
22. Statements and Notices. Information on transfers to or from your accounts will be reflected on your periodic statements and will be available to you online. We are not required to provide you with any other notice of the receipt, transmittal or debiting of wire transfers or bill payments.
You agree to notify us immediately if you discover: (a) any error or discrepancy between your records and the information we provide to you about your accounts or transactions (e.g., in a statement, confirmation, or electronic report); (b) unauthorized transactions involving any account; (c) a breach in the confidentiality of the Security Codes or User Guide; or (d) other problems related to the Services. You must send us a written notice of any discrepancy or other problem, including a statement of the relevant facts, within a reasonable time (not to exceed 15 days from the date you first discover the problem or receive information reflecting the problem, whichever occurs first). If you fail to notify us within 15 days, you agree that, in addition to any other limitations on our liability: (a) in the case of an erroneous funds transfer, you will be liable for all losses up to the amount thereof (as well as any loss of interest), that result from your failure to give us such notice or that might have been prevented by your giving us such notice; and (b) in the case of an unauthorized funds transfer, we will not be liable for any loss of interest that results from your failure to give us such notice or which might have been prevented by your giving us such notice.
Unless otherwise agreed, notices required by this Agreement must be in writing. Notices to you may be mailed or sent to you electronically at the statement, email, or mailing address shown for you in our deposit or Service records. Notices to us must be mailed or delivered to us at UAB “DSBC Financial Europe”, Lvovo str. 25, Mažoji bure, 15th floor, LT-09320, Vilnius, Lithuania.
24. Your Records. This Agreement and the Services are not intended to relieve you of any obligation imposed by law or contract regarding the maintenance of records or from employing adequate audit, accounting and review practices as are customarily followed by similar businesses. You agree to retain and provide to us, upon request, all information necessary to remake or reconstruct any deposit, transmission, file or entry until ten business days following receipt by us of the deposit, file, entry, transmission, or other order affecting an account.
25. Termination. You or we may terminate this Agreement as to some or all of the Services, with or without cause, by giving 30 days prior notice to the other party. We may suspend or terminate your Services or this Agreement immediately and without prior notice if: (a) you breach any agreement with us; (b) the confidentiality of your Security Code is compromised; (c) we have reason to believe that an unauthorized transaction has taken or may take place involving any of your accounts or any of the Services; (d) you become insolvent or the subject of a DSBCruptcy, receivership, or dissolution proceeding; or (e) we are uncertain as to any person's authority to give us instructions regarding your accounts or the Services. The termination of this Agreement will not affect the rights or obligations of the parties that arise prior to termination.
26. Miscellaneous Terms.
a. Customer. You will not allow others to provide instructions to us except the one who is appointed by you and the POA you submit to us supports your decision (e.g., wires transfer orders or) on your behalf without our prior written consent. You will be solely responsible for the acts and omissions of such agents. You agree to indemnify, defend and hold us harmless from any actions, claims, proceedings, damages, losses and costs which you or we incur as a result of their actions or omissions.
b. Amendments. We may amend (add to, delete or change) the terms of this Agreement, the Service fees, and User Guides by providing you with prior notice. We may amend our security procedures without prior notice if immediate changes are required for security reasons or the changes do not have a material affect on your use of the Services.
c. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state where we maintain your account, without reference to that state’s conflict of law provisions. You agree not to initiate any wire transfer, ACH entry or payment that would violate the economic sanctions administered by EPC Laws or DSBC of Lithuania Regulation
e. Entire Agreement. This Agreement supplements (and supersedes where inconsistent) the terms of your deposit agreement with us. Together, they constitute the entire agreement between you and us with respect to the Financial Services.
f. Financial Review. You agree to provide us with a financial statement or information on your financial condition upon our request.
g. Monitoring of Communications. You agree on behalf of yourself, your employees and agents that we may monitor and record your telephone and electronic communications in connection with the Services at any time, without further notice to you or any party to the communication.
h. No Assignment. We may assign our rights and delegate our duties under this agreement to a company affiliated with us or to a third party. You may not assign any right or delegate any obligation under this Agreement without our prior written consent.
i. No Third Party Beneficiaries. This Agreement is made for the exclusive benefit of you and us. No third party has any rights under this Agreement.
j. No Third Party Use. Unless you have our prior written consent, you may not use the Services to rocess transactions for third parties or permit others to initiate Service transactions on your behalf.
k. Overdrafts. When you transmit a transfer or payment request to us, you authorize us to charge your account for the amount indicated. If your account does not have sufficient available funds, we may reject the transaction. Our allowance of any overdraft will not obligate us to honor future overdrafts at a later time, and we may refuse to do so without cause or prior notice. We may charge a fee for each payment or transfer request presented against insufficient available funds.
l. Security Interest. You grant us a security interest in your DSBC accounts to secure the repayment of any overdraft or other obligation that you incur under this Agreement.
m. Validity. If any provision of this Agreement is found to be void or invalid, the remainder of this Agreement will remain in full force and effect.
n. Waivers. Any waiver by us must be in writing to be effective. Our waiver of any right will not be deemed a waiver of other rights or of the same right at another time.
1.1 In order to start using DSBC Financial Europe services, the Client has to register in the System. DSBC Financial Europe has the right to refuse to register the new Client without indicating the reasons, however, DSBC Financial Europe assures that the refusal to register will always be based on significant reasons which DSBC Financial Europe does not have to or does not have the right to reveal.
1.2. By registering in the System the Client confirms that s/he agrees with the terms of the Agreement and undertakes to observe them.
1.3. The Client confirms that s/he provided the correct data when registering in the System and, if there is a need in changing or adding data, the Client will submit correct data only. The Client shall bear any losses that may occur due to submission of invalid data.
1.4. In order for DSBC Financial Europe to start or continue the provision of Services, the Client shall confirm the Account, the provision of a new Service or a part of a Service and perform the Client identification procedure under the circumstances and procedures set out in the Agreement or in the System. The Client identification procedure, confirmation of the Account and provision of new Services are performed in order to ensure the protection of the interests of the Client and DSBC Financial Europe .
1.5. DSBC Financial Europe has the right to demand data and (or) documents that would help DSBC Financial Europe identify the Client and (or) receive significant information necessary for the proper provision of DSBC Financial Europe Services to the Client. The specific data and (or) documents to be submitted shall be indicated in the message to the Client about the necessity to perform the identification procedure.
1.6. For the purpose of performing Client identification, DSBC Financial Europe has the right to demand the Client to perform the following actions:
1.6.1. provide originals of the documents required by DSBC Financial Europe and (or) their copies and (or) copies of documents approved by a notary or another person authorised by the state;
1.6.2. DSBC Financial Europe , in performing the obligation to identify the beneficiary, has the right to require the Client to submit a valid list of shareholders of his legal entity. When submitting this list, the Client must confirm that it is relevant and accurate and that the listed shareholders control the shares on their own behalf and not on behalf of third parties (and if so, these circumstances must be indicated in addition, indicating also the third parties who are actually managing shares). DSBC Financial Europe does not provide and has the right to refuse to provide services if it turns out that it is not possible to identify the beneficiaries of the legal entity (e.g. beneficiaries of the legal entity are bearer share holders).
1.7. The Parties agree that the Client can confirm (sign) documents (e.g. agreements, consents, etc.) by electronic means (including, but not limited to, signing with a special pen on a monitor).
1.8. DSBC Financial Europe has the right to demand additional information and (or) documents related to the Client or transactions executed by him/her, and request the Client to fill in and periodically (at least once a year) update the Client's questionnaire. DSBC Financial Europe has the right to demand copies of the documents certified by a notary and (or) translated into at least one of the languages Acceptable to DSBC Financial Europe . All documents and information are prepared and provided at the expense of the Client. If the Client does not provide additional information and (or) documents within a reasonable time set by DSBC Financial Europe , DSBC Financial Europe has the right to suspend the provision of all or a part of the Services to the Client.
1.9 . The Client shall receive a notification about the confirmation of the Account, provision of a new Service or renewed provision of a suspended Service via the email address which has been specified during registration in the System or via SMS message if the Client has specified only a mobile telephone number during registration.
2.1. The representative of the Client, who is authorised to manage the DSBC Financial Europe Account, can manage it via the Internet by logging in to the personal Account of the representative of the Client with the personal login name and Password of the representative of the Client.
2.2. Payment transfers from the Client's DSBC Financial Europe Account may be executed:
2.2.1. to another user of the System;
2.2.2. to accounts in Lithuanian, EU and foreign banks; (except for banks in foreign countries, which are forbidden from payments transfers: DSBC Financial Europe informs the Client about such countries in the System);
2.2.3. to accounts in other billing systems, indicated in the System.
2.3. Funds may be held on the DSBC Financial Europe Account in different currency. Keeping funds in different currency, the Client undertakes responsibility for the possible depreciation of the money due to changes in exchange rates. Currency exchange is based on the exchange rate of DSBC Financial Europe
2.4. After the Client has submited a Payment order to perform an international Payment transfer, the Supplement “Conditions of execution of international payment transfers” is applied in addition to the present Agreement.
2.5. In case the Payer indicates incorrect data of the Recipient and the Payment order is executed according to the data provided by the Payer (e.g. the Payer indicates a wrong account number), it shall be considered that DSBC Financial Europe has fulfilled its obligations properly and shall not repay the transferred amount to the Payer. The Payer shall directly contact the person who has received the transfer, on the issue of returning the money.
2.6. The Client is obliged to provide a Payment Order for the execution of the Payment Transaction in accordance with the instructions specified in the System and valid at the moment of transfer. In case the Client is the Recipient, he is obligated to provide detailed and precise information to the Payer so that the Payment Order for the Payment Transaction in all cases complies with the instructions in the System and is valid at the moment of transfer. Before sending a Payment Order for the execution of a Payment Transaction or sending information to another Payer, the Client is required to check and update the instructions on filling in the account. Such instructions and the data provided therein shall be deemed Unique identifiers, required in order to carry out a payment transaction in a proper manner.
2.7. If the Payer submits an incorrect Payment order or indicates incorrect data for the Payment transfer, but the Payment transfer has not been executed yet, the Payer may request to correct the Payment order. In this case, a fee, indicated in the System, for the correction of the Payment order, is applied.
2.8. Provided DSBC Financial Europe has received funds, but is unable to credit the funds indicated in the Payment order to the Recipient’s account (e.g. the Recipient’s account is closed, the indicated IBAN number does not exist or else), DSBC Financial Europe shall shall return the transaction amount to the sender not later than within two business days. In this case, charges for returning a Payment order provided for in the System may be applied. If DSBC Financial Europe cannot credit funds indicated in the Payment order to the Recipient due to errors of the Payer made in the Payment order, but the Payer requests to return the funds indicated in the Payment order, the Payment order may be canceled and funds may be returned to the Payer, but only under a written request of the Payer and if the Recipient agrees to return the funds to the Payer (if the Recipient can be identified). In such a case fees for cancellation of the Payment order indicated in the System are applied.
2.9. In all cases, when DSBC Financial Europe receives a Payment order but funds cannot be credited due to errors in the Payment order or insufficiency of information, and neither the Payer nor the Recipient have contacted DSBC Financial Europe for specification of the Payment order or return of funds, DSBC Financial Europe undertakes all possible measures to track the Payment operation in order to receive accurate information and execute the Payment order. To track the Payment operation, the following measures may be used:
2.10. After opening an Account, standard limits for transfers shall be applied towards the Client. The Client has the right to change Payment transfer limits by logging in to his / her and setting other limits at his / her own discretion. DSBC Financial Europe has the right to limit the amount of transfer limits and request the Client to complete additional client identification in accordance with the procedure, laid down in the System. The Client will be notified about enabling the new limits by e-mail.
2.11. The Client may check the account balance and history by logging in to the Account. There is also information about all applied Commission fees and other fees deducted from the Account of the Client during a selected period of time.
2.12. The Client ensures that:
2.12.1. incoming funds on their DSBC Financial Europe Account are not obtained as a result of criminal activity;
2.12.2. the Client will not use services provided by DSBC Financial Europe for any illegal purposes, including actions and operations in order to legalize money received for a criminal or illegal activity.
2.13. The Client can manage the DSBC Financial Europe Account and perform Payment operations from the DSBC Financial Europe Account:
2.14. via the Internet, when the representative of the Client logs in to his/ her personal Account;
2.14.1. via DSBC Financial Europe Application (the Supplement “Management of the DSBC Financial Europe Account via DSBC Financial Europe Application” is applied after the Client has agreed to conditions of the Supplement);
2.14.2. by Payment instruments linked to the DSBC Financial Europe Account (the Supplement “Payment Instruments” is applied after the Client has agreed to conditions of the Supplement);
2.14.3. by other instruments indicated by DSBC Financial Europe after the Client has agreed to conditions of using such instruments.
2.15. Confirmations, orders, requests, notifications and other actions performed by the Client through websites of third persons or other places by logging in to his/ her DSBC Financial Europe Account and identifying him/ herself in this way are treated as conclusion of a deal confirmed by electronic signature.
2.16. Execution of Payment orders from a DSBC Financial Europe Account via the Internet:
2.16.1. In order to execute a Payment operation via the Internet, the Client must fill in a Payment order in the System and submit it for execution, electronically confirming in the System his/ her Consent to execute the Payment order.
2.16.2. Submission of the Payment order in the System is an agreement of the Client to execute the Payment operation and cannot be canceled (cancellation of the Payment order is only possible until the execution of the Payment order has been started – status of the Payment order and possibility of cancellation are visible on the Account of the Client).
2.16.3. When submitting a Payment order inside the System from the Client's Account to DSBC Financial Europe account of another person, the Client can choose to perform a Password-protected Payment transfer. In such case, the Client sets a Password of the transfer when forming a Payment order. The Payment transfer will only be complete after the Recipient has entered the Password set by the Client-Payer. If the Recipient does not enter the Password set by the Payer, the money is automatically returned to the DSBC Financial Europe account of the Payer after 30 (thirty) days. The moment of authorization of such Payment transfer is considered the moment when the Recipient enters the Password of the transfer. Such Payment transfer cannot be canceled after the Recipient has entered the Password of the transfer. The Client is fully responsible for appropriate and safe transfer of the payment Password to the Recipient and assures that the Password will only be disclosed to the Recipient.
2.16.4. When filling in the Payment order, the Client can enter a future payment date which can be up to 2 (two) months ahead. If the amount of money on the DSBC Financial Europe Account of the Client is sufficient on the day specified by the Client, the Payment order will be executed. A transfer to another DSBC Financial Europe Account shall be executed at the beginning of the specified day. A transfer to a bank account is executed within the terms specified in the System.
2.16.5. In case the Payment order has been filled in incorrectly, the Payment transfer is not executed, unless DSBC Financial Europe at its own initiative in exceptional cases corrects the Payment order or has a sufficient amount of information to determine the correctness of information to execute the payment order under a regular procedure.
2.16.7. In case the amount of money on DSBC Financial Europe Account of the Client is insufficient to execute the Payment transfer, the Payment transfer is not executed, however, the System will attempt executing the Payment order for 5 (five) more days after the Payment order receipt. If during this period of time the amount of money on DSBC Financial Europe Account is still insufficient to execute the Payment order, the Payment order shall be canceled and will no longer be attempted to execute. If the amount of money on DSBC Financial Europe account is insufficient in one currency, but there is a sufficient amount of money in another currency, the Payment transfer shall not be executed until the Client converts other currency to the currency of the payment (except for cases, when the Client has ordered an automatic currency exchange feature or the transfer is intended to for paying for goods or services via DSBC Financial Europe system).
3.1. The payment transaction is considered authorised only if the Payer provides a Consent. The Consent for Payment given to DSBC Financial Europe intermediary is considered to be given to DSBC Financial Europe . The Client (Payer) may provide consent in the manner determined by DSBC Financial Europe or agreed upon with the Client. The consent submitted in writing must be signed by the Client or his legal representative. The consent may also be confirmed by electronic signature, password, codes and (or) other identity verification means. The consent to execute a payment transaction or several payment transactions can be also granted through the Recipient or the payment initiation service provider. In all cases stipulated in this clause, the Consent shall be deemed duly approved by the Client (Payer), having the same legal validity as the paper document (the Consent) signed by the Client (his representative), is permissible as a mean of proof in resolving disputes between DSBC Financial Europe and the Client in courts and other institutions. The Client shall not be entitled to contest the Payment transaction executed by DSBC Financial Europe if the Payment Order has been approved by the Consent provided in the manner set out in this clause.
3.2. The Consent of the Client (Payer) is submitted prior to execution of the Payment operation. Under an agreement between the Client (Payer) and DSBC Financial Europe the Payment operation may be authorised, i.e. such Consent of the Client may be given after execution of the Payment operation.
3.3. The Client agrees that, in executing Payment Orders, DSBC Financial Europe will transmit information specified in the Payment order (including Personal Data of the Client), to persons directly related to execution of the Payment transaction, such as international payment card organizations, companies processing information about payments by payment cards, the provider of payment services of the Recipient, the operator of the payment system for execution of the Payment transaction, agents of the provider of payment services, the payment initiation service provider of the Recipient and the Recipient.
3.4. The procedure of cancellation of a Payment order:
3.4.1. the payment order cannot be canceled after DSBC Financial Europe has received it, except for the cases described in the Agreement;
3.4.2. if a Payment transaction has been initiated by the Recipient or by a payment initiation service provider, the Payer cannot cancel the Payment order after the Payment order has been submitted for execution, the Payer has granted the payment initiation service provider the Consent to initiate a payment transaction or the Payer has granted the Consent to the Recipient to perform the Payment transaction;
3.5. DSBC Financial Europe shall credit funds to an Account and debit funds from an Account according to the Unique identifier, provided in the Payment order — DSBC Financial Europe account number or IBAN Account number. DSBC Financial Europe has the right, but not an obligation, to check whether the Unique identifier given in the Payment order received by DSBC Financial Europe corresponds to the name and surname (name of the legal entity) of the Account owner. In case the mentioned Unique identifier is given to DSBC Financial Europe to debit money from or credit money to the Account, the Payment order is deemed executed appropriately if it has been executed by the indicated Unique identifier. If DSBC Financial Europe verifies the Payment order and establishes an obvious discrepancy between the Unique identifier provided to DSBC Financial Europe and the name and surname (name of the legal entity) of the Account owner, DSBC Financial Europe has the right to refuse to execute such Payment transaction.
3.6. Provided DSBC Financial Europe receives a Payment order to transfer money to the payment account of another provider of Payment services, such Payment transaction is performed by DSBC Financial Europe according to the Unique identifier provided in the received Payment order – the account number of the Recipient in IBAN format, except when the provider of Payment services does not use the IBAN account format. DSBC Financial Europe does not hold the responsibility if the Unique identifier is not provided in the Payment order or it is incorrect, and (or) the provider of payment services of the Recipient has set a different Unique identifier for appropriate execution of such Payment transaction (crediting funds to the payment account of the Recipient).
3.7. If necessary and (or) required by institutions of another states, DSBC Financial Europe has the right to receive an additional information (e.g. name and surname or name of the legal entity of the Recipient, a payment code) required for the appropriate execution of the Payment order.
4.1. DSBC Financial Europe , at its own discretion and taking at consideration the specific situation, giving preference to execution of legal acts, applied to the activity of DSBC Financial Europe , and interests of the Client, has the right to unilaterally and without a prior notice apply one or several of the following measures:
4.1.1. suspend execution of Payment transfers;
4.1.2. to suspend the provision of all or part of services to the Client;
4.1.3. to detain the Client's funds that are a matter of dispute;
4.1.4. to block the Account (i.e. fully or partially suspend Payment transactions on the Account) and (or) the Payment instrument (i.e. fully or partially prohibit to use the Payment instrument);
4.1.5. to refuse to provide services;
4.1.6. to return arrested funds from the Account of the Client to the primary sender of funds.
4.2. Measures indicated in the Agreement may be applied only in the following exceptional cases:
4.2.1. if the Client essentially violates the Agreement or its Supplements/ additional Appendix, or a real threat of essential violation of the Agreement or its Supplements by the Client arises;
4.2.2. if activities of the Client using DSBC Financial Europe Account have a potential to harm DSBC Financial Europe business reputation;
4.2.3. if the Client fails to complete necessary identification procedures, or submit information required by DSBC Financial Europe , or observe the requirements set forth in clause 9 of the Agreement;
4.2.4. if due to further provision of services and activity of the Client, justified interests of third parties may be harmed;
4.2.5. if due to objectively justified reasons related to safety of funds on the Account and (or) the Payment instrument, unauthorised or fraudulent use of money on the Account and (or) the Payment instrument is suspected;
4.2.6. if DSBC Financial Europe finds out about theft or loss of the Payment instrument, suspects or finds out about illegal purchase or unauthorised usage of the Payment instrument, also in case of facts or suspicions that personalized safety data of the Payment instrument (including identity confirmation instruments) have become known or may be used by third persons, DSBC Financial Europe has reasonable suspicions that funds or the Payment instrument may be illegally used by third persons or the Account and (or) the Payment instrument may be used for illegal activity;
4.2.7. if DSBC Financial Europe receives substantiated information about the Client's liquidation or bankruptcy case;
4.2.8. in cases specified by legislation;
4.2.9. in other cases stated in the Agreement or its Supplements.
4.3. The measure indicated in clause 12.1.6 of the Agreement can be applied towards Clients only in case DSBC Financial Europe receives an order to return the arrested funds to the primary sender from law enforcement institutions.
4.4. In the event of a reasonable suspicion that money laundering, terrorist financing or other criminal activity is being executed through the Client or the Account of the Client, DSBC Financial Europe has the right to partially or completely suspend provision of the services to the Client for a period of 30 (thirty) days with the right to extend it unlimited number of times until the charges are fully withdrawn or confirmed.
4.5. In case of reasonable suspicion by DSBC Financial Europe that the Account or DSBC Financial Europe Account of the Client has been hacked, DSBC Financial Europe has the right to partially or completely suspend provision of services to the Client without prior notice. In such case, DSBC Financial Europe will inform the Client about the suspension and provide further information on actions that have to be performed by the Client in order to resume provision of services to the Client.
4.6. DSBC Financial Europe is not liable for losses incurred by the Client due to suspension of service provision, blockage of the Account and (or) Payment instrument or other actions if those actions have been performed in accordance with the procedures stated in the Agreement or its Supplements and under circumstances and on the basis specified in the mentioned documents.
4.7. Following the procedure set forth by the law, DSBC Financial Europe has the right to withhold money of the Payment operation for up to 10 (ten) business days or for a longer period of time stated by the law, the Agreement or its Supplement.
4.8. The Client has the right to terminate the Agreement unilaterally without appealing to the court, notifying DSBC Financial Europe thereof in writing 30 (thirty) calendar days in advance. If the Client terminates the Agreement, the issued electronic money is returned to the Client by his/ her chosen mean (indicated in the Agreement) in accordance with the limits of Payment transfers specified in the present Agreement.
4.9. DSBC Financial Europe has the right to terminate the Agreement and its Supplements unilaterally and refuse to provide services without indicating the reason, notifying thereof the Client 60 (sixty) days in advance by means provided in section 10 of the present Agreement. DSBC Financial Europe also has the right to terminate the Agreement and its Supplements unilaterally and refuse to provide services for the reasons stated in the present Agreement, notifying thereof the Client 30 (thirty) days in advance by means provided in section 10 of the present Agreement.
4.10. Under a request of DSBC Financial Europe , the Agreement and its Supplements may be terminated immediately, in case no operations have been made on the Account of the Client for more than one year.
4.11. In case of termination of the Agreement, DSBC Financial Europe deducts from the Account of the Client money amounts, payable for DSBC Financial Europe Services provided to the Client, also fines, forfeits, losses and other amounts paid to third parties or the state, which DSBC Financial Europe has incurred due to the fault of the Client. In case the amount of money on DSBC Financial Europe Account (or Accounts) of the Client is insufficient, the Client undertakes to transfer provided amounts to the account of DSBC Financial Europe within 3 (three) business days covering all amounts indicated in the present clause. In case DSBC Financial Europe regains a part of amounts paid to third parties, DSBC Financial Europe undertakes to return the regained amounts to the Client immediately.
4.12. Termination of the General agreement does not exempt the Client from appropriate execution of all liabilities to DSBC Financial Europe that were applicable towards the Client before the termination.
4.13. After terminating the Agreement between DSBC Financial Europe and the Client, the Client shall choose a mean for redemption of electronic money from the Account of the Client. In case the Identification level of the Client does not comply with the level necessary to redeem all electronic money, the Client shall choose another identification level and perform required actions to change the Identification level. The Client agrees to perform actions necessary to redeem electronic money and understands that by such means DSBC Financial Europe aims to reduce the risk of fraud and seeks to comply with anti-money laundering and other legal requirements.
4.14. In case after terminating the Agreement between DSBC Financial Europe and the Client, the Client does not choose a mean for electronic money redemption and (or) does not complete an additional identification procedure for increasing the limits, DSBC Financial Europe may (but is not obligated to) redeem the electronic money of the Client by the mean of electronic money redemption which is available at the moment of redemption.
5.1. Each Party is liable for all fines, forfeits and other losses which the other Party incurs due to violation of the Agreement by the guilty Party. The guilty Party undertakes to reimburse direct damage incurred due to such liability to the affected Party. In all cases, liability of DSBC Financial Europe under the Agreement is limited by the following provisions:
5.1.1. DSBC Financial Europe shall only be liable for direct damages caused by direct and essential breach of the Agreement made by DSBC Financial Europe , and only for damages which could have been foreseen by DSBC Financial Europe at the time of breaching of the Agreement;
5.1.2. the amount of compensation for damages caused by violating the Agreement by DSBC Financial Europe shall not exceed the average of Commission fees for the last 3 (three) months paid to DSBC Financial Europe by the Client for provided services. This restriction is applied for the total amount of all violations of the month. In case the average of 3 (three) months cannot be calculated, the compensation cannot exceed 2000 EUR (two thousand euro);
5.1.3. in all cases, DSBC Financial Europe shall not be liable for non-receipt of profit and income by the Client, loss of reputation of the Client, loss or failure of Client's business, and indirect damages;
5.1.4. Limitations of liability of DSBC Financial Europe shall not be applied if such limitations are prohibited by the applicable law.
5.2. DSBC Financial Europe does not guarantee uninterrupted System operation, because System operation may be influenced (disordered) by many factors beyond control of DSBC Financial Europe . DSBC Financial Europe shall put all efforts to secure as fluent System operation as possible, however, DSBC Financial Europe shall not be liable for consequences originating due to System operation disorders if such disorders occur not due to the fault of DSBC Financial Europe .
5.3. The System may not operate due to reasons under control of DSBC Financial Europe and DSBC Financial Europe shall not provide any compensation for malfunctions if the System has been accessible for more than 99% (ninety nine percent) of all time, calculating the average of at least 3 (three) months.
5.4. Cases, when DSBC Financial Europe limits access to the System temporarily, but not longer than for 24 (twenty four) hours, due to the System repair, development works and other similar cases, and if DSBC Financial Europe informs the Client about such cases at least 2 (two) calendar days in advance, shall not be considered System operation disorders.
5.5. DSBC Financial Europe is not liable for:
5.5.1. errors and late or missed transactions made by banks, billing systems and other third parties;
5.5.2. consequences arising due to disturbances of fulfillment of any DSBC Financial Europe obligations caused by a third party which is beyond control of DSBC Financial Europe ;
5.5.3. consequences arising after DSBC Financial Europe legally terminates the Agreement, cancels Client’s Account or limits access to it, also after reasonable limitation or termination of provision of a part of the Services;
5.5.4. goods and services purchased using DSBC Financial Europe Account, and also for other party, which receives payments from the DSBC Financial Europe Account, not complying with terms of any agreement;
5.5.5. for a failure to fulfill its own contractual obligations and damages, in case it was caused due to DSBC Financial Europe fulfilling duties determined by the law.
5.6. The Client assures that all actions of the Client related to the execution of the Agreement will comply with the applicable law.
5.7. The Client is fully liable for correctness of data, orders and documents submitted to DSBC Financial Europe .
5.8. The Client bears all the losses that have arisen due to unauthorised Payment operations if these loses have been incurred due to: usage of a lost or stolen Payment instrument; illegal acquisition of a Payment instrument if the Client has not protected personalized security features (including identity confirmation instruments).
5.9. The Client may bear any losses incurred due to unauthorised Payment transactions if the Client has suffered the losses as a result of acting dishonestly or due to his/ her gross negligence or intentionally not fulfilling one or several of the duties indicated below:
5.9.1. to comply with the rules regulating issuance and usage of the Payment instrument provided in the present Agreement or its Supplements, when using the Payment instrument;
5.9.2. if the Client finds out about a loss, theft, illegal acquisition or unauthorised usage of the Payment instrument, about facts and suspicions that personalized security features of his/ her Payment instruments have become known to or can be used by third persons, the Client shall notify DSBC Financial Europe or the subject indicated by DSBC Financial Europe immediately, in accordance with the rules regulating issuance and usage of the Payment instrument provided in the present Agreement and its Supplements;
5.9.3. to undertake all possible measures to protect personalized security data of the Payment instrument after the Payment instrument has been issued.
5.10. The Client shall check information about Payment operations performed on the Account at least once a month and notify DSBC Financial Europe about unauthorised or improperly executed Payment operations, also about any other errors, inconsistencies or inaccuracies in the Statement. The notification shall be submitted not later than 60 (sixty) calendar days after the day when DSBC Financial Europe , according to the Client, has performed the unauthorised Payment operation or has performed the Payment operation improperly. If the Client does not submit specified notifications within the time period indicated, it is considered that the Client has unconditionally agreed to the Payment operations, that had been executed on the payment account. The Client shall submit to DSBC Financial Europe any information about illegal logins to the Account or other illegal actions related to the Account, and undertake all reasonable measures indicated by DSBC Financial Europe in order help in investigating the illegal actions.
5.11. The Party is relieved from the liability for failure to comply with the Agreement in case the Party proves that the Agreement has not been executed due to circumstances of force majeure which are proven in accordance with the procedure established by the law. The Client shall notify DSBC Financial Europe about the force majeure in writing within 10 (ten) calendar days after the day of occurrence of such circumstances. DSBC Financial Europe shall notify the Client about force majeure circumstances via email or websites of the System.
6.1. Each Party confirms that possesses all permissions and licenses required under the applicable law, that are necessary for the execution of the present Agreement.
6.2. Titles of sections and articles of the Agreement are intended solely for convenience of the Parties and cannot be used for interpretation of the provision of the present Agreement.
6.3. The Parties are independently liable to the state and other subjects for fulfillment of all tax obligations. DSBC Financial Europe shall not be liable for execution of tax obligations of the Client, calculation or transferring of taxes applied to the Client.
6.4. DSBC Financial Europe in all cases acts as an independent Party of the Agreement that shall not control or undertake liability for products and services which are paid for using DSBC Financial Europe Services. DSBC Financial Europe does not undertake liability that the buyer, seller or another party will fulfill the terms of a bargain clinched with the Client.
6.5. The Client does not have the right to assign his/ her rights and obligations arising out of this Agreement to third parties without a prior written consent from DSBC Financial Europe . DSBC Financial Europe reserves the right to assign its rights and obligations arising out of this Agreement to third parties at any time without a consent from the Client if such transfer of rights and obligations does not contradict the legislation.
6.6. If any provision of the Agreement becomes invalid, other provisions of this Agreement remain in force.
6.7. The Agreement shall come into force in accordance with clause 2.4 of the present Agreement. The Client may save the text of the Agreement at the time of registration in the System.
6.8. This Agreement is provided in the System in several languages. The Agreement applicable to the Client is concluded in language in which the Agreement was introduced to the Client at the time of registration in the System.
6.9. Links to websites provided in the Agreement and Supplements regulating provision of separate services are integral part of this Agreement and are applied to the Client from the moment s/he starts using the respective service.
Effective Date. This Agreement shall become effective as of _________________, 20____.
This Appendix sets forth additional terms and conditions with respect to requesting a Wire Transfer via the DSBC Online (Internet and Mobile) System. The definitions, terms and conditions of the Business Financial Agreement are hereby incorporated in this Appendix by reference. The provisions of this Appendix are controlled by the rights, obligations and liabilities established by the Business Financial Agreement.
The Wire Transfer Service allows the Customer to use the System to request the transfer of funds from the Customer’s Current Account(s) by means of our system, or a similar network used for the transfer of funds between financial institutions or businesses (“Wire Transfers”).
Wire Transfer requests communicated via the System will be reviewed and considered for processing if submitted before the posted cutoff time. Maximum per wire and daily limits on Wire Transfers are established at enrollment and may not be exceeded without prior written authorization from the DSBC.
Upon receipt of your Wire Transfer request, we may choose not to process the request if your account does not contain sufficient funds to cover the transaction. You may be notified via telephone, regular Internet e-mail or other means if a Wire Transfer request is denied. Wire Transfers input after the current day’s posted cutoff time will remain on the System and will be processed on the following business day. Wire transfer requests must be dated for a Business Day. Wires Transfers cannot be dated for holidays, weekends or other non-processing days. An Authorized Contact identified in Appendix A of the Agreement may request changes in Wire Transfer limits, request the investigation of a Wire Transfer, request that we don’t process a Wire Transfer, or request a reversal for a Wire Transfer request that has been submitted.
Maximum per wire and daily limits on Wire Transfer requests shall be established as indicated below and may not be exceeded without prior written authorization from the DSBC. Requests to change these limits must be submitted in writing and signed by an Authorized Contact. Other than in keeping with the established maximum per wire and daily limits, the DSBC shall be entitled to execute Wire Transfers submitted via the System without regard to the amount(s) of the Wire Transfer(s), the recipient thereof, the account(s) to be credited or charged, or any other matter relating to the Wire Transfer, whether domestic or foreign. The DSBC reserves the right to decrease your maximum per wire and/or daily limits at any time, for any reason without prior notice.
Maximum Per Transfer Limit $ ______________________
The Customer hereby requests that the DSBC honor its requests to execute Wire Transfers communicated via the System. The Customer agrees that the DSBC and any subsequent receiving DSBC may execute a wire transfer to a beneficiary in the name of the beneficiary and/or the account number of the beneficiary furnished to the DSBC by the Customer . In the event there is a discrepancy between the name of the beneficiary and the account number, the wire transfer shall be executed by the use of the account number.
The Customer understands that the DSBC may elect not to act upon a Wire Transfer request for the Customer’s protection, if DSBC is unable to obtain proper verification of the Wire Transfer request deemed satisfactory to the
DSBC or if there is any inconsistency between a Wire Transfer request and information previously supplied to DSBC. The Customer agrees that all Wire Transfer requests shall be subject to Customer having sufficient available funds in the account to be charged, as evidenced by the DSBC’S records, which shall be conclusive. The DSBC reserves the right to refuse to honor, and shall have no obligation to honor, any request for a Wire Transfer from any Eligible Account in which there is not sufficient immediately available funds to cover such Wire Transfer. However, in the event that the DSBC does honor any request for a Wire Transfer that results in an overdraft of any Customer account, the Customer agrees that the amount of the overdraft shall be immediately due and payable to the DSBC and that the DSBC may offset the amount of the overdraft against the balance of any of the Customer’s accounts with the DSBC, and may also exercise any rights that the DSBC may have under any agreements granting the DSBC security for the payment of liabilities or obligations of the Customer to the DSBC.
The Customer hereby consents to the DSBC’S recording of all Wire Transfer requests made electronically via the System or by telephone. However, DSBC has no duty to record any instructions or Wire Transfer requests and the decision is totally within DSBC’S discretion. The DSBC may provide a wire transfer advice to the Customer within a reasonable time after the Wire Transfer has been executed.
The Customer agrees that such advice shall constitute confirmation that a particular Wire Transfer has been executed by the DSBC. Non-executed Wire Transfer requests will be reported to the Customer as soon as practicable. The Customer shall report any discrepancies between its records and the DSBC’S statement or confirmation within a reasonable time, not to exceed thirty (30) days of such statement or confirmation, whichever the Customer received first.
We do not provide our services to companies, sole proprietorship or individuals dealing in the following industries:
We reserve the right to amend the list without any notice from our side.
EU list of non-cooperative jurisdictions (Updated Nov 14 2019)
|No.||Jurisdiction name||ISO Alpha-3|
|6||Trinidad and Tobago||TTO|
|7||US Virgin Islands||VIR|
FATF highrisk list (Updated 18 October 2019)
|No.||Jurisdiction name||ISO Alpha-3|
|1||Democratic People's Republic of Korea||PRK|
|11||Trinidad and Tobago||TTO|
Either the DSBC or Customer may terminate this Appendix at any time upon prior written notice (10 days prior) to the other, but such termination shall not affect any Wire Transfers executed by the Customer prior to the effective termination date. Termination of this Appendix shall not constitute termination of the Agreement or any other Appendix. By signing below, you are certifying the representations made and agreeing to all of the terms and conditions set forth in the Agreement and this APPENDIX
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