NEXTEDGE, UAB

General Payment Services Agreement (Business Terms)

1. Document Control and Version History

2. Contents

1. Document Control and Version History
2. Contents
3. General Provisions
4. Definitions
5. Application and Opening of a Payment Account
6. Payment Account and Funds
7. Access to the Services, Authorized Persons and Third-Party Providers
8. Fees, Charges and Currency Conversion
9. Payment Orders and Authorization
10. Receipt, Revocation and Execution of Payment Orders
11. Refusal, Delay, Limits, Return and Recovery of Payments
12. Information on Payment Transactions and Account Statements
13. Security and Authentication
14. Unauthorized and Incorrectly Executed Payment Transactions and Refunds
15. Client Obligations and Permitted and Prohibited Use
16. Restriction, Suspension and Blocking of Services
17. Liability, Indemnities and Force Majeure
18. Contractual Derogations Applicable to Business Clients
19. Communications, Notices and Language
20. Changes to the Agreement, Specific Terms and Fees
21. Termination of the Agreement and Closure of Payment Accounts
22. Confidentiality, Data Protection and Intellectual Property
23. Complaints
24. Governing Law and Jurisdiction

3. General Provisions

This General Payment Services Agreement (Business Terms) (the Agreement) is entered into between:

NEXTEDGE, UAB, a private limited liability company incorporated under the laws of the Republic of Lithuania, legal entity code 304230261, with its registered office at Laisvės pr. 10A, LT-04215 Vilnius, Lithuania, which provides the Services under the Railor brand and is referred to in this Agreement as Railor.

NEXTEDGE, UAB is licensed as an electronic money institution under license No. 8 and is supervised by the Bank of Lithuania. Railor is not a separate legal entity. Accordingly, all references to Railor in this Agreement, on the Platform, on Railor’s website or in communications concerning the Services mean NEXTEDGE, UAB; and

the business client identified in the relevant application, Service Order or other onboarding document accepted by Railor (the Client).

Railor and the Client are each referred to as a Party and together as the Parties.

This Agreement constitutes a framework agreement within the meaning of the Law on Payments and sets out the general terms and conditions governing the provision of Payment Services by Railor to the Client.

This Agreement applies exclusively to a Client acting for purposes relating to its business or profession and does not apply to consumers. By entering into this Agreement, the Client confirms that it is not acting as a consumer and that the person entering into the Agreement on its behalf is duly authorized to do so.

To the extent permitted by the Law on Payments, the Parties may agree to disapply or modify certain provisions of that Law. Any such disapplication or modification will apply only where it is expressly set out in this Agreement or the applicable Specific Terms.

Railor will provide only those Services which have been requested by the Client, approved and activated by Railor, and identified in a Service Order or an activation confirmation. A particular Service may also be governed by separate specific terms (the Specific Terms).

Where Specific Terms apply, they will become binding on the Client only after they have been provided to the Client on a Durable Medium and accepted by the Client, including by entering into a Service Order which expressly incorporates them.

Before approving or activating a Service, Railor may require the Client to complete additional due diligence, identification, security, technical integration or other onboarding procedures, or to provide additional information and documents. Railor is not obliged to approve or activate the relevant Service until these requirements have been completed to Railor’s reasonable satisfaction.

This Agreement may be supplemented by:

• a Service Order or another client-specific agreement expressly entered into by the Parties;
• the Specific Terms applicable to a particular Service;
• the Fees Schedule;
• the Payment Execution and Cut-off Times Schedule; and
• any other document expressly incorporated into this Agreement and provided to the Client on a Durable Medium.

In the event of a conflict between this Agreement and any document listed above, the following order of precedence will apply:

• a Service Order or another client-specific agreement will prevail, but only to the extent that it expressly identifies the provision which it overrides;
• the applicable Specific Terms will prevail in relation to the relevant Service;
• the Fees Schedule will prevail in relation to fees and charges not specifically addressed in a Service Order or the applicable Specific Terms;
• the Payment Execution and Cut-off Times Schedule will prevail in relation to the receipt and execution times of Payment Orders not specifically addressed in a Service Order or the applicable Specific Terms; and
• this Agreement will apply to all matters not specifically regulated by those documents.

This Agreement enters into force on the date specified in the relevant Service Order or, if no such date is specified, on the date of Railor’s activation confirmation provided to the Client on a Durable Medium. Submission of an application, registration on the Platform, completion of due diligence or provision of information to Railor does not, by itself, constitute Railor’s acceptance of the Client or oblige Railor to open a Payment Account or provide any Service.

4. Definitions

Capitalized terms used in this Agreement have the meanings set out below or assigned to them elsewhere in this Agreement.

Terms which are not expressly defined in this Agreement but are defined in the Law on Payments shall, unless the context requires otherwise, have the meanings assigned to them in that Law.

5. Application and Opening of a Payment Account

To apply for the Services, the Client must complete Railor’s onboarding process in the form and manner specified by Railor. This may include completing an application or questionnaire, registering on the Platform and providing the information and documents requested by Railor.

The Client must provide all information and documents that Railor reasonably considers necessary to:

• identify and verify the Client, its beneficial owners, ownership and control structure, directors, representatives and other relevant persons;
• understand the Client’s business model, activities, regulatory status and the jurisdictions in which it operates, as well as its customers or end users where relevant to the requested Services;
• understand the purpose and intended nature of the business relationship, the intended use of the Services and the expected transaction profile, including the source of funds or source of wealth where applicable;
• comply with applicable legal and regulatory requirements, including those relating to the prevention of money laundering and terrorist financing, sanctions, fraud and other financial crime; and
• assess whether the Client and its intended use of the Services meet Railor’s client eligibility and risk acceptance criteria.

The Client must ensure that its beneficial owners, directors, representatives and other relevant persons cooperate with Railor’s identification and verification requirements.

Railor may require information and documents to be provided in Lithuanian, English or another language accepted by Railor and in a form reasonably specified by Railor. This may include originals, certified or notarized copies, documents that have been legalized or apostilled, and certified translations. The Client is responsible for the costs of preparing and providing such documents.

Railor may verify the information and documents provided by the Client using public registers, databases, reliable independent sources and third-party service providers.

The Client must ensure that all information and documents provided to Railor are complete, accurate, current and not misleading, including by omission. Railor may rely on such information and documents until the Client notifies Railor of a change in accordance with Clause 5.5 below.

The Client must notify Railor without undue delay of any material change to information previously provided to Railor. This includes changes concerning the Client’s:

• legal name, legal form or registered office;
• ownership or control structure, beneficial owners, directors or persons authorized to act on its behalf;
• business activities, regulatory status, licenses or jurisdictions of operation;
• financial condition, including the commencement of any insolvency, restructuring, liquidation or similar proceedings; or
• intended use of the Services or expected transaction profile.

During the term of the Agreement, Railor may request additional or updated information and documents concerning the Client, its beneficial owners, directors, representatives, activities, counterparties or transactions. Railor may also require the Client to complete or update a questionnaire or undergo additional verification within a reasonable period specified by Railor. The Client must cooperate with such requests and provide the requested information and documents within the specified period.

Railor may reject the Client’s application, decline to open a Payment Account or refuse to activate a Service if:

• the Client does not provide the requested information or documents within the period specified by Railor;
• Railor is unable to identify or verify the Client or any other relevant person;
• Railor has reasonable doubts concerning the completeness, accuracy, authenticity or reliability of the information or documents provided;
• the Client carries out, or proposes to carry out, an activity without a license, registration or other authorization required by law;
• the Client or its intended use of the Services does not meet Railor’s client eligibility or risk acceptance criteria;
• opening a Payment Account or providing the requested Service would be prohibited by Applicable Law, sanctions or a binding requirement of a competent authority; or
• Railor reasonably considers that entering into the business relationship would expose Railor, its clients or the financial system to a material legal, regulatory, financial crime, fraud or security risk.

Railor will notify the Client if its application is accepted or rejected. To the extent permitted by Applicable Law, Railor is not required to disclose the detailed reasons for its decision, particularly where disclosure is prohibited or could compromise financial crime prevention, sanctions, fraud or security controls or an investigation.

If Railor accepts the Client’s application and the applicable conditions have been satisfied, Railor will open one or more Payment Accounts in the Client’s name and confirm this to the Client on a Durable Medium. The number, type and currencies of the Payment Accounts, where applicable, will be specified in the relevant Service Order or activation confirmation.

6. Payment Account and Funds

A Payment Account is opened and maintained by Railor in the Client’s name for the purpose of executing Payment Transactions and providing the Services.

Railor may open one or more Payment Accounts for the Client. The number, type, currency and available features of each Payment Account will be specified in the relevant Service Order or activation confirmation. Railor will provide the Client with the details and, where applicable, the Unique Identifier assigned to each Payment Account.

A Payment Account may be credited by transfers made by the Client or by third parties for the Client’s own account, using the payment methods supported by Railor. Unless expressly provided otherwise in the applicable Specific Terms, Railor does not accept cash deposits or provide cash withdrawal services.

Funds may remain credited to a Payment Account pending future Payment Orders. Such Funds are received and held solely for the purpose of executing Payment Transactions and providing related Payment Services. The Client may use the Available Balance by submitting Payment Orders in accordance with this Agreement.

The crediting or holding of Funds in a Payment Account does not, by itself, constitute the issuance of electronic money. Under this Agreement, Funds credited to a Payment Account are treated as funds received for the provision of Payment Services. Any Service involving the issuance or redemption of electronic money must be expressly agreed between the Parties in the applicable Specific Terms.

Railor is not a credit institution and does not accept deposits. Funds credited to a Payment Account do not constitute a deposit or other repayable funds received from the public and are not covered by any deposit guarantee scheme. Railor does not pay interest or provide any other benefit linked to the period for which Funds remain credited to a Payment Account.

Railor safeguards Funds received from the Client or on the Client’s behalf for the execution of Payment Transactions in accordance with Applicable Law. Railor may use one or more safeguarding methods permitted by Applicable Law, including holding the Funds in a separate safeguarding account with a credit institution or investing them in secure, liquid and low-risk assets.

Safeguarded Funds may be held on a pooled basis together with funds safeguarded for other clients. Safeguarding does not mean that a separate bank account is opened in the Client’s name or that the Client enters into a contractual relationship with the credit institution or other entity used by Railor for safeguarding purposes.

The Client may use only the Available Balance of a Payment Account. Funds that are subject to a pending Payment Order, a reservation, restriction, security review, legal or regulatory requirement, or any applicable fee or charge may be excluded from the Available Balance until the relevant circumstance ceases to apply.

The Client must ensure that the Available Balance is sufficient to cover each Payment Transaction and all applicable fees and charges. Railor is not obliged to execute a Payment Order if the Available Balance is insufficient.

A Payment Account may not be overdrawn and Railor does not provide credit under this Agreement. If a negative balance arises as a result of fees, corrections, reversals or other amounts properly due under the Agreement, the Client must restore the balance without undue delay.

7. Access to the Services, Authorized Persons and Third-Party Providers

The Client may access its Payment Accounts and use the Services through the Platform and any other access channel made available and activated by Railor. Access is subject to the authentication, security and technical requirements communicated by Railor.

The Client may appoint one or more natural persons to access the Platform, operate its Payment Accounts or otherwise use the Services on its behalf (the Authorized Persons). Railor may require information and documents concerning an Authorized Person and may require that person to complete identification, verification and security procedures before access is granted or maintained.

Authorized Persons may be assigned different roles, permissions and transaction limits. The permissions recorded on the Platform or otherwise confirmed by Railor determine the actions that an Authorized Person may perform through the Services.

Any internal restriction on an Authorized Person’s authority, including a requirement for joint approval or a monetary limit, is binding on Railor only if it has been implemented through functionality provided by Railor or expressly accepted by Railor.

The Client is responsible for:

• ensuring that each Authorized Person is duly authorized to act on its behalf;
• selecting the permissions and limits assigned to each Authorized Person;
• supervising the use of the Services by its Authorized Persons; and
• ensuring that its Authorized Persons comply with this Agreement and the applicable Specific Terms.

Subject to Sections 13 and 14, Railor may treat any action or instruction that has been properly authenticated and submitted by an Authorized Person within the permissions recorded by Railor as an action or instruction of the Client. This does not apply where Railor knows or has reasonable grounds to suspect that the instruction is unauthorized, fraudulent or affected by compromised Security Credentials.

Each Authorized Person must use their own Security Credentials. Security Credentials are personal and must not be shared with another person or used to allow another person to access the Services. The Client must ensure that each Authorized Person complies with the security obligations set out in Section 13.

The Client must notify Railor without undue delay if:

• an Authorized Person’s authority or permissions change;
• an Authorized Person is no longer employed or otherwise engaged by the Client;
• the Client wishes to suspend or revoke an Authorized Person’s access; or
• the Client becomes aware or suspects that an Authorized Person’s access or Security Credentials have been compromised or misused.

Where the relevant functionality is available, the Client must also suspend or revoke the Authorized Person’s access through the Platform. Railor may continue to rely on the permissions recorded in its systems until the change or revocation becomes effective, provided that Railor acts without undue delay after receiving the Client’s notification.

Railor may refuse to grant, or may restrict or suspend, an Authorized Person’s access if Railor:

• is unable to identify or verify the Authorized Person or their authority;
• has reasonable grounds to suspect unauthorized or fraudulent access or a security incident;
• reasonably considers that the Authorized Person has breached this Agreement or the applicable Specific Terms; or
• is required to do so by Applicable Law or a competent authority.

Any restriction or suspension under this clause will be handled in accordance with Section 16.

Where a Payment Account is accessible online and Applicable Law permits that, the Client may use a duly authorized or registered third-party payment service provider (a Third-Party Provider) to:

• access information concerning the Client’s Payment Account;
• initiate a Payment Order from the Client’s Payment Account; or
• provide any other account access service permitted under Applicable Law.

The Client must give its explicit consent to the relevant Third-Party Provider and comply with the applicable authentication and security procedures.

A Payment Order properly initiated through a Third-Party Provider will be treated in accordance with this Agreement in the same manner as a Payment Order submitted directly by the Client, subject to any requirements imposed by Applicable Law.

Railor may deny a Third-Party Provider access to a Payment Account for objectively justified and duly evidenced reasons relating to unauthorized or fraudulent access, including the unauthorized or fraudulent initiation of a Payment Order. Where permitted by Applicable Law, Railor will inform the Client before access is denied or, if this is not possible, immediately afterwards. Railor is not required to provide such information where doing so would compromise objectively justified security measures or would be prohibited by Applicable Law.

Railor will restore access once the reasons for denying access no longer exist.

Railor is not a party to any agreement between the Client and a Third-Party Provider and is not responsible for services provided by that Third-Party Provider or for its acts or omissions, except to the extent that responsibility is attributed to Railor under Applicable Law. Nothing in this clause limits Railor’s obligations in relation to Payment Orders initiated through a Third-Party Provider or access to Payment Account information required by Applicable Law.

The Client may withdraw its consent to a Third-Party Provider’s access using the functionality made available by Railor or by notifying Railor. The Client may also need to withdraw its consent directly with the Third-Party Provider. Withdrawal of consent does not affect any action properly taken before the withdrawal became effective.

Any API, host-to-host connection or other technical integration made available by Railor directly to the Client is separate from the statutory access of a Third-Party Provider described above. Such access will be available only after it has been activated by Railor and will be governed by the applicable Specific Terms and technical documentation.

8. Fees, Charges and Currency Conversion

The Client must pay the fees and charges applicable to the Services. The applicable fees, their currency, calculation method and payment frequency will be set out in the relevant Service Order, Specific Terms or Fees Schedule provided to the Client on a Durable Medium.

Where Applicable Law requires Railor to provide information about a fee or charge before an individual Payment Transaction is authorized, Railor will provide the amount of the fee or the method for calculating it before the Client submits or confirms the relevant Payment Order.

The Client authorizes Railor to debit any fee or charge due under the Agreement from the Payment Account to which the relevant Service relates on the date on which that fee or charge becomes due.

If a fee or charge is not deducted when it becomes due, Railor may deduct it later and will record the deduction in the relevant Payment Account information or Statement. A delay in deducting a fee or charge does not constitute a waiver of Railor’s right to collect it.

Where a recurring fee applies, it will be charged for each relevant billing period until the applicable Service is discontinued or the Payment Account or Agreement is terminated. Unless otherwise stated in the applicable contractual documents, a recurring fee remains payable irrespective of whether the Client has used the relevant Service during that billing period.

If the Available Balance of the relevant Payment Account is insufficient to pay an amount due to Railor under the Agreement, Railor may:

1. decline to execute the relevant Payment Order or provide the relevant Service;
2. debit the amount from another Payment Account held by the Client in the same currency;
3. where Currency Conversion has been activated for the Client, convert Funds held in another supported currency and debit the amount due;
4. issue an invoice to the Client. Unless a different payment period is stated in the invoice, the Client must pay an invoice issued by Railor within five (5) Business Days of its receipt; or
5. if the Available Balance is insufficient to pay a recurring fee when it falls due, Railor may record a hold against the relevant Payment Account for the outstanding amount. Any Funds subsequently credited to that Payment Account shall first be reserved and applied, in whole or in part, towards payment of the outstanding fee, without a separate Payment Order or further consent from the Client. To the extent covered by the hold, such Funds shall not form part of the Available Balance.

Once sufficient Funds have been credited, Railor may debit the outstanding fee and release the hold. Only the amount remaining after the outstanding fee has been paid in full shall form part of the Available Balance. The incoming credit and the deduction of the fee shall be shown separately in the relevant account information or Statement.

The hold may remain in place until the outstanding fee has been paid in full. This does not prevent Railor from exercising any other rights available under this Agreement, including restricting the relevant Service, debiting another Payment Account held by the Client in the same currency, carrying out a Currency Conversion where that service has been activated, or issuing an invoice to the Client.

Any overdue amount may accrue default interest at the rate specified in the Fees Schedule or, if no rate is specified, at the statutory default interest rate applicable under Applicable Law. The Client must also reimburse Railor for reasonable and documented costs incurred in recovering an overdue amount.

Other payment service providers, correspondent institutions, payment systems or intermediaries involved in executing a Payment Transaction may impose their own fees or charges. Such fees may be deducted from the amount of a Payment Transaction where permitted by Applicable Law and the applicable payment scheme rules. Railor is not responsible for fees charged directly by a third party, except to the extent that Railor has expressly agreed otherwise.

Fees and charges are exclusive of value added tax and any other applicable taxes unless expressly stated otherwise. Railor may collect or deduct any tax that it is required to collect or withhold under Applicable Law.

Currency Conversion will be available only where it has been activated by Railor for the Client. The supported currencies and any applicable conditions will be specified in the relevant Service Order, Specific Terms or activation confirmation.

Before carrying out a Currency Conversion, Railor will provide the Client with:

• the applicable exchange rate or the basis on which it will be calculated; and
• any fee or markup applicable to the Currency Conversion.

The Client accepts the applicable exchange rate and charges by confirming the Currency Conversion or the Payment Order requiring that conversion.

An exchange rate may be:

• a rate offered by Railor and accepted by the Client for a specific Currency Conversion; or
• a rate calculated using a Reference Exchange Rate identified in the applicable Fees Schedule or Specific Terms.

Changes to a Reference Exchange Rate may apply immediately and without prior notice where permitted by Applicable Law, provided that they are calculated and applied in a neutral manner.

Where a Payment Order requires a Currency Conversion, Railor will carry out the conversion only if the relevant currencies are supported and the Client has authorized the conversion as part of the Payment Order. Railor is not obliged to execute a Payment Order requiring conversion into or from an unsupported currency.

Exchange rates may fluctuate between the time the Client reviews a rate and the time a Currency Conversion is confirmed. Unless Railor has offered a fixed rate for a specified period, the rate applicable when the Client confirms the Currency Conversion or Payment Order will apply. The Client bears the risk of any subsequent change in the value of the relevant currencies.

9. Payment Orders and Authorization

The Client may submit Payment Orders through the Platform or another channel expressly agreed with Railor. Payment Orders may also be initiated through a payment initiation service provider in accordance with Section 7.

When submitting a Payment Order, the Client must provide the information required for the relevant payment type, including:

• the Payment Account to be debited;
• the payment amount and currency;
• the payee’s name, Unique Identifier and, where required, details of the payee’s payment service provider;
• the requested execution date, where applicable; and
• any payment reference, purpose or other information reasonably required to process the Payment Order or comply with applicable law.

The Client must ensure that the Payment Order is complete and accurate. Before authorizing it, the Client must review the payment details, any applicable fees and exchange rate and any warnings displayed or communicated by Railor. Providing the payee’s name does not replace the requirement to provide the correct Unique Identifier.

Where required by applicable law, Railor will provide verification of the payee free of charge before the Client authorizes a credit transfer. Railor will communicate the verification result and any relevant warning to the Client. The Client must review that information before deciding whether to proceed. Verification of the payee does not establish the legitimacy of the underlying transaction or guarantee that the payee will fulfil its obligations to the Client.

Payment Transaction is authorized only if the Client has consented to its execution using the agreed authorization procedure. Consent may be given by an Authorized Person acting within the permissions established under Section 7.

For Payment Orders submitted through the Platform, consent is given by selecting the payment confirmation function and completing the applicable authentication steps. Where an agreed multiple-approval arrangement applies, all required approvals must be completed. For other agreed channels, the authorization procedure will be set out in the relevant Service Order or Specific Terms. Consent may also be given through a payment initiation service provider in accordance with applicable law.

Where the relevant functionality is available to the Client, consent may cover a future-dated Payment Transaction or a series of Payment Transactions. The consent must identify the payment details and the date, frequency or other parameters governing execution. Railor may execute Payment Transactions within the scope of that consent without obtaining a separate confirmation for each transaction, subject to applicable authentication requirements.

Railor will apply Strong Customer Authentication where required by applicable law, as further described in Section 13. Railor may also request additional confirmation or supporting information where reasonably necessary to verify a Payment Order, address a security concern or comply with applicable law. Any resulting delay or refusal to execute a Payment Order is subject to Section 11 and applicable law.

The use of valid security credentials does not, by itself, conclusively establish that the Client authorized a Payment Transaction. Questions concerning evidence of authorization and liability for disputed Payment Transactions are governed by Section 14 and any express contractual derogations set out in Section 18.

The receipt, revocation and execution of Payment Orders, including the withdrawal of consent to future Payment Transactions, are governed by Section 10. Authorization of Payment Transaction does not prevent Railor from refusing or delaying its execution where permitted under Section 11 and applicable law.

10. Receipt, Revocation and Execution of Payment Orders

A Payment Order is received when it reaches Railor through a channel specified in Section 9, subject to the timing rules below. Receipt of a Payment Order does not mean that the Payment Transaction has been executed. Railor will not debit the payment amount before receiving the Payment Order.

A Payment Order received on a day that is not a Business Day, or after the applicable cut-off time, is deemed received on the next Business Day. The relevant Business Days, cut-off times and execution periods are specified in the Payment Execution and Cut-off Times Schedule provided to the Client on a Durable Medium. Unless expressly stated otherwise, times are given in Vilnius local time.

If the Client and Railor agree that execution will begin on a specified future date or on the date when the Client makes Funds available for execution, the Payment Order is deemed received on that agreed date. If that date is not a Business Day, it is deemed to be received on the next Business Day. Insufficient Funds do not, by themselves, constitute an agreement to postpone receipt of a Payment Order.

The Client may revoke a Payment Order before Railor receives it. The following specific rules apply:

1. for a Payment Order scheduled under Clause 10.3, the Client may revoke it until the end of the Business Day preceding the agreed execution date;
2. for a Payment Order initiated through a payment initiation service provider, the Client may not revoke it after giving that provider consent to initiate the Payment Transaction, except where a right of revocation remains under paragraph (a) above or applicable law; and
3. for Payment Orders initiated by or through a payee, the applicable revocation rules will be set out in the relevant Specific Terms, subject to applicable law.

The Client may withdraw consent to a series of Payment Transactions. The withdrawal applies to future Payment Transactions but does not affect a Payment Order that has already become irrevocable. Requests to revoke a Payment Order or withdraw consent must be submitted through the Platform, where the relevant function is available, or another agreed communication channel, and must clearly identify the Payment Order or series concerned.

After the applicable revocation deadline, cancellation requires agreement between the Client and Railor and, where required by law, the payee’s consent. Railor cannot guarantee that cancellation will be possible. Any charge for handling such a request must be specified in the Fees Schedule and permitted by applicable law. Recovery of Funds following an executed Payment Transaction is addressed in Section 11.

Subject to the specific rules for instant credit transfers, the following execution periods apply to outgoing payments:

1. for payments in euro to a payee’s payment service provider located in the EEA, Railor will ensure that the amount reaches that provider’s account by the end of the next Business Day after receipt, except where paragraph (b) below requires earlier execution;
2. for credit transfers in euro within Lithuania, the amount will reach the payee’s payment service provider’s account on the same Business Day if the Payment Order is received before 12:00 Vilnius time, and no later than the next Business Day otherwise. For transfers scheduled under Clause 10.3, the amount will reach that account on the agreed execution date or, if that date is not a Business Day, on the next Business Day; and
3. for payments in other EEA currencies to a payee’s payment service provider located in the EEA, the next-Business-Day period applies unless a different period, not exceeding four Business Days, has been expressly agreed.

Execution periods for other supported currencies and payment routes are specified in the Payment Execution and Cut-off Times Schedule or applicable Specific Terms. Any shorter period agreed with the Client will apply. No contractual execution period may exceed a mandatory limit imposed by applicable law.

The debit value date for an outgoing Payment Transaction will be no earlier than the date on which the amount is debited from the Client’s Payment Account. The credit value date for an incoming Payment Transaction will be no later than the Business Day on which the amount is credited to Railor’s account.

Railor will make incoming Funds available to the Client immediately after the amount is credited to Railor’s account where no currency conversion is required or the conversion is between currencies of EEA Member States. This also applies to transfers between Payment Accounts held with Railor. For other currency conversions, the applicable availability period will be specified in the Payment Execution and Cut-off Times Schedule or Specific Terms, subject to applicable law.

Crediting incoming Funds does not prevent the deduction of fees due under Section 8 or the application of reservations or restrictions permitted under this Agreement and applicable law.

For instant credit transfers, where provided, the specific statutory rules on receipt and execution apply together with the relevant Specific Terms. The Business Day and cut-off rules above do not postpone the receipt or execution of an instant credit transfer.

11. Refusal, Delay, Limits, Return and Recovery of Payments

Railor may refuse to execute a Payment Order where:

• it has not been authorized in accordance with Section 9;
• the payment details are incomplete, invalid or inconsistent, or information reasonably required to execute the payment or comply with applicable law has not been provided;
• the Available Balance is insufficient to cover the payment and applicable fees, or the payment would exceed an applicable transaction limit;
• the Payment Order concerns a Service, currency or payment route that is not available to the Client;
• Railor has objectively justified grounds to suspect fraud, unauthorized use or a compromise of payment security; or
• execution would breach applicable law, sanctions, a binding instruction of a competent authority or the permitted-use conditions of this Agreement.

Railor will not refuse an authorized Payment Order where all applicable contractual conditions for execution are met and execution is lawful.

Railor will notify the Client of a refusal through an agreed communication channel without delay and no later than the applicable execution deadline. The notification will explain the reasons and, where relevant, how the Client can correct the issue, unless notification is technically impossible or disclosure is prohibited by law.

Where permitted or required by applicable law, Railor may temporarily suspend the processing of a payment or restrict the availability of the relevant Funds while carrying out necessary checks or complying with a binding instruction of a competent authority. Railor will review the restriction promptly and execute, release or return the Funds when the legal grounds for the restriction cease, as appropriate. Railor will inform the Client unless disclosure is prohibited by law.

An internal review does not, by itself, extend mandatory execution or refund deadlines, including those applicable to instant credit transfers.

Following refusal, the Client must submit a new Payment Order if it still wishes to make the payment. Railor will promptly release any Funds reserved solely for the refused payment, unless a separate lawful restriction applies.

Transaction limits may apply per payment or over a specified period. The applicable limits will be agreed with or communicated to the Client on a Durable Medium before they take effect. Changes are subject to Section 20, except for temporary security or legally required restrictions under Section 16. This does not limit any statutory right of the Client to set or change its own payment limits.

If Railor receives Funds that it cannot credit to the Client’s Payment Account, it will return them through the originating payment service provider without delay and no later than two (2) Business Days after receipt, or sooner where a shorter mandatory deadline applies. This does not apply where applicable law requires or permits the Funds to be retained or frozen. Where legally permitted, Railor will inform the Client of the return and its reason.

Funds returned by another payment service provider or recovered following a recovery request will be credited to the Client’s Payment Account without delay after receipt, subject to applicable legal restrictions. Any lawful charges or Currency Conversion will be dealt with under Section 8 and shown separately in the account information.

If the Client reports that a Payment Transaction has not been executed or has been executed incorrectly, Railor will, at the Client’s request, take steps without delay to trace the transaction and inform the Client of the outcome. This tracing service is provided free of charge.

The Client must notify Railor without undue delay if it wishes to recover an executed payment, identifying the transaction and the reason for the request. Where the Client provided an incorrect Unique Identifier, Railor will take all possible measures to trace the payment and seek recovery of the Funds. If recovery is unsuccessful, Railor will, on the Client’s written request provided on a Durable Medium, supply all available information relevant to pursuing legal recovery.

For other recovery requests, Railor will assist through the available recall procedures. Recovery cannot be guaranteed and may depend on the availability of Funds and the cooperation of the payee and other payment service providers.

If Railor receives a recall or recovery request concerning Funds already credited to the Client’s Payment Account, the Client must reasonably cooperate with Railor’s enquiries. The request alone does not authorize Railor to debit the Payment Account. Railor may return the credited Funds only with the Client’s consent or on another lawful basis. Railor will cooperate with the originating payment service provider as required by applicable law.

Railor may correct a demonstrable accounting or technical error in its records, including accidental duplicate credit that does not correspond to a separate receipt of Funds. Any correction will be limited to the erroneous entry, recorded in the account information and explained to the Client without delay. The Client must promptly notify Railor of any such error it identifies.

Charges for objectively justified refusals or recovery requests may apply only where specified in the Fees Schedule and permitted by applicable law. Any applicable statutory requirements concerning the reasonableness and cost basis of those charges will apply.

Nothing in this Section limits Railor’s obligations concerning verification of the payee or its liability under Section 14. Any obligation to refund or restore Funds under that Section is independent of whether Railor successfully recovers them from another party.

12. Information on Payment Transactions and Account Statements

Before a Payment Transaction initiated by the Client is executed, Railor will, at the Client’s request, provide information about the maximum execution time and the applicable fees and charges, including their breakdown.

Immediately after an outgoing Payment Transaction is debited from the Payment Account, Railor will make the following information available to the Client:

• a reference identifying the Payment Transaction and information about the payee;
• the payment amount and the currency in which the Payment Account was debited;
• any transaction fees and charges, including their breakdown, and any interest charged, where applicable;
• where Railor carried out a Currency Conversion, the exchange rate applied and the payment amount after conversion; and
• the debit value date or, where applicable, the date of receipt of the Payment Order.

Immediately after an incoming Payment Transaction is executed, Railor will make the following information available to the Client:

• a reference identifying the Payment Transaction and the payer, together with any information transmitted with the payment;
• the payment amount and the currency in which the Payment Account was credited;
• any transaction fees and charges, including their breakdown, and any interest charged, where applicable;
• where Railor carried out a Currency Conversion, the exchange rate applied and the payment amount before conversion; and
• the credit value date.

The information described above will be available through the Platform or another agreed communication channel in an easily accessible form. Railor will also make a Statement available free of charge at least once a month, showing the Payment Transactions and other entries for the relevant period, together with the opening and closing balances. Statements will be provided on a Durable Medium or made available in a form that allows the Client to download, store and reproduce them without alteration.

Payment Account information will distinguish between the account balance and the Available Balance, and between completed entries and pending payments, reservations or holds. A hold recorded under Clause 8.6(e) does not mean that the outstanding fee has already been paid. Any subsequent debit settling that fee will be shown separately.

Railor will not charge for information that must be provided free of charge under Applicable Law or this Agreement. If the Client requests additional information, more frequent reporting or delivery by a different communication method, Railor may charge a fee agreed with the Client and specified in the Fees Schedule or otherwise disclosed before the request is fulfilled. Any such fee must be reasonable and reflect Railor’s costs.

The Client must regularly review its Payment Account information and Statements and notify Railor without undue delay of any suspected unauthorized, incorrectly executed or missing Payment Transaction, or any other discrepancy. The applicable notification deadlines and consequences of late notification are governed by Section 14 and any express contractual derogations in Section 18. The absence of an objection does not, by itself, establish that a Payment Transaction was authorized.

The Client should download and retain Statements for its records. If the Client cannot access its Statements through the Platform, including after closure of the Payment Account, it may request copies from Railor through an agreed communication channel. Railor will provide copies of records it retains, subject to appropriate identity verification, applicable record-retention requirements and Clause 12.6.

13. Security and Authentication

Railor will maintain appropriate technical and organizational measures to protect the Services and the confidentiality and integrity of Security Credentials. The applicable authentication methods and technical requirements will be communicated to the Client as part of the contractual information provided before the Client agrees to use the relevant Service.

Railor will apply Strong Customer Authentication where required by Applicable Law, including when the Client or an Authorized Person:

• accesses the Payment Account online;
• initiates an electronic Payment Transaction; or
• carries out an action through a remote channel that may involve a risk of payment fraud or other abuse.

Where required for a remote electronic Payment Transaction, authentication will dynamically link the transaction to the specific amount and Payee. Railor may apply exemptions only where permitted by Applicable Law. The Client’s status as a business client does not, by itself, exempt it from these requirements.

The Client must take all reasonable steps and ensure that its Authorized Persons take all reasonable steps, to protect access to the Services. In particular, they must:

• keep Security Credentials confidential and protect the devices, email accounts and telephone numbers used to access or authenticate the Services;
• use genuine Railor access channels, keep relevant devices and software appropriately protected, and install security updates without undue delay;
• prevent unauthorized access to unattended devices and active sessions;
• check the purpose and details displayed in an authentication request and approve only actions they intend to authorize; and
• not disable, bypass or interfere with security controls.

These obligations do not prevent the Client from using duly authorized or registered third-party providers in accordance with Section 7 and Applicable Law.

Railor staff will not ask the Client or its Authorized Persons to disclose passwords, PINs or one-time authentication codes by telephone, email or chat. Such credentials must only be entered through the genuine authentication process applicable to the relevant Service. Any suspicious request must be reported through the channel specified in Clause 13.5 below.

The Client must notify Railor immediately upon becoming aware of any actual or suspected loss, theft, misuse or compromise of a Payment Instrument or Security Credentials, unauthorized access to the Services, or a Payment Transaction it has not authorized.

Notifications may be made at any time, free of charge, either:

• through support chat function available in the Platform; or
• by telephone: +370 5 2143061.

Postal communications and ordinary client support channels must not be used as the sole means of submitting an urgent security report, as they may not be monitored 24 hours a day.

Where safe and practicable, the Client should also use any available function to disable the affected access. This is not a prerequisite for reporting and must not delay notification to Railor.

Upon receiving the notification, Railor will prevent further use of any Payment Instrument reported as lost, stolen, misappropriated or used without authorization, and disable any compromised Security Credentials.

Railor will record the notification and its receipt time. For 18 months after the notification, Railor will make evidence of that notification available to the Client on request.

Any further restriction or suspension of the Services, and the restoration of access, will be governed by Section 16.

Where Railor identifies suspected or actual fraud or a security threat affecting the Client, it will notify the Client without undue delay through a secure message in the Platform or another agreed secure channel. An email or SMS may be used to alert the Client to that message.

The Client should access the Platform directly, rather than through an unexpected link, to review the message. If the Platform is unavailable or cannot safely be used, the Client should contact Railor through the channel specified in Clause 13.5 to verify the notification and receive instructions. Railor will not require the Client to disclose Security Credentials to its staff as part of this process.

The Client must reasonably cooperate with Railor in investigating a security incident and limiting its consequences, including by providing relevant information and preserving available evidence. The Client is not required to complete an investigation or provide a police report before making the initial notification.

The assessment of whether a Payment Transaction was authorized, any entitlement to a refund and the allocation of liability are governed by Section 14 and any applicable contractual derogations expressly agreed under Section 18. Authentication or compliance with the procedures in this Section does not, by itself, conclusively establish that a Payment Transaction was authorized.

14. Unauthorized and Incorrectly Executed Payment Transactions and Refunds

This Section sets out the rules for reporting and correcting unauthorized, non-executed, incorrectly executed or late Payment Transactions. The statutory rules described below apply within their respective territorial, currency and service scope. Any contractual derogation applies only where expressly set out in Section 18 and permitted by Applicable Law.

The Client must notify Railor without undue delay upon becoming aware of an unauthorized or incorrectly executed Payment Transaction. Notifications concerning unauthorized transactions or compromised access must be made through the reporting channel specified in Section 13.

For claims concerning an amount debited from the Payment Account, notification must be made no later than 13 months after the debit date, unless a different period is expressly agreed under Section 18. This time limit does not apply where Railor failed to provide or make available the transaction information required by Applicable Law.

Railor may request information reasonably necessary to assess the claim. Where the Client denies authorizing a Payment Transaction or claims that it was incorrectly executed, Railor must establish that the transaction was authenticated, accurately recorded and entered in the accounts, and unaffected by a technical breakdown or other deficiency in the relevant Service. If Railor relies on the Client’s fraud or gross negligence, it must provide supporting evidence.

Requests for information and an ongoing investigation do not, by themselves, extend any mandatory refund deadline.

Where a Payment Transaction is unauthorized and the applicable notification requirements have been met, Railor will refund the amount immediately and no later than the end of the next Business Day after becoming aware of, or being notified of, the transaction. Railor will restore the Payment Account to the position it would have been in had the transaction not occurred, including any necessary value-date and interest adjustments.

The exception to this refund deadline applies where Railor has reasonable grounds to suspect fraud by the Client and reports those grounds in writing to the Bank of Lithuania, as required by Applicable Law. The allocation of losses to the Client is addressed in Clause 14.5.

Unless expressly varied under Section 18, the Client’s liability under Article 39 of the Law on Payments is subject to the following rules:

1. the Client may bear losses of up to EUR 50 arising from the use of a lost, stolen or misappropriated Payment Instrument. This does not apply where the loss, theft or misappropriation could not have been detected before the payment, unless the Client acted fraudulently or where the loss was caused by Railor, its employees, agents, branches or outsourced service providers;
2. the Client bears all losses caused by its fraud or intentional or grossly negligent breach of its statutory duties concerning Payment Instruments and Security Credentials, as reflected in Sections 7 and 13; and
3. unless the Client acted fraudulently, it does not bear losses arising from unauthorized use after notification under Section 13, where Railor failed to provide an appropriate reporting channel available at all times, or where Railor did not require Strong Customer Authentication.

For an outgoing Payment Transaction initiated by the Client, Railor is responsible for correct execution unless it establishes that the Payee’s payment service provider received the amount within the applicable execution period. Where Railor is liable for non-execution or incorrect execution, it will refund the amount without delay and restore the Payment Account to the position it would have been in had the defective transaction not occurred.

Where Railor is responsible for correctly crediting an incoming Payment Transaction, it will make the amount available to the Client without delay and correct the Payment Account and value date as necessary.

For a late outgoing Payment Transaction, Railor will request the Payee’s payment service provider to apply the value date that would have applied had execution been timely. For a late incoming Payment Transaction, Railor will make the corresponding adjustment where required by Applicable Law.

Railor will reimburse the Client for fees and interest for which Railor is liable under Applicable Law as a result of non-execution, incorrect execution or late execution.

The Client may submit a claim to Railor even where the Payment Transaction was initiated through a payment initiation service provider. Railor will fulfil its applicable refund and account-restoration obligations without requiring the Client first to recover the amount from that provider.

Any reimbursement or allocation of responsibility between Railor and another payment service provider is separate from Railor’s obligations to the Client.

Where the Client provides an incorrect Unique Identifier and Railor executes the Payment Order in accordance with that identifier, Railor is not responsible for the resulting non-execution or incorrect execution to the extent permitted by Applicable Law. This does not exclude any liability arising from a failure to comply with applicable verification-of-payee requirements under Section 9.

Tracing, recall and recovery requests are handled under Section 11. A mandatory refund is not conditional on successful recovery of the Funds from another party.

Railor will communicate the outcome of its assessment and the reasons for its decision to the Client on a Durable Medium, except to the extent that disclosure is prohibited by Applicable Law. The Client may challenge the decision through the complaints procedure in Section 23.

If Railor subsequently establishes that the Client was not entitled to a refund, it may seek repayment to the extent permitted by this Agreement and Applicable Law. Railor will explain the supporting grounds and the amount claimed on a Durable Medium. This does not give Railor the unrestricted right to reverse a refund or debit the Payment Account.

Where the Client has authorized a Payment Transaction initiated by or through a Payee, the Client may be entitled to a refund in the circumstances and within the time limits established by Applicable Law. Any service-specific procedures for requesting such a refund may be set out in the applicable Specific Terms.

Unless an express and lawful derogation is set out in Section 18, nothing in the Specific Terms excludes or restricts any refund right available to the Client under Article 41 of the Law on Payments.

Section 17 governs any additional claims for losses and the general exclusions and limitations of liability. Nothing in Section 17 limits any mandatory obligation to refund a Payment Transaction, restore a Payment Account or return the Client’s Funds, or any other right or obligation which cannot lawfully be excluded or limited.

15. Client Obligations and Permitted and Prohibited Use

The Client must use the Services only for lawful business purposes, within the agreed scope of the Services and in accordance with this Agreement, the applicable Specific Terms and Applicable Law.

Unless expressly permitted under the applicable Specific Terms, the Client must use the Payment Account on its own behalf and must not receive, hold or transfer Funds on behalf of its customers or other third parties. This includes using the Payment Account for third-party payment processing, escrow or client-money arrangements.

This restriction does not prevent the Client from receiving payments due to it or making payments to discharge its own business obligations. Access by Authorized Persons or third-party providers in accordance with Section 7 does not, by itself, constitute use on behalf of a third party.

The Client must hold and maintain any licenses, registrations, permissions or other authorizations required for the business activities for which it uses the Services. Railor’s acceptance of the Client or execution of a Payment Transaction does not authorize those activities or confirm their regulatory compliance.

The Client must comply with the ongoing information, notification and cooperation requirements in Section 5. This includes providing reasonably requested supporting records, such as relevant invoices, contracts or evidence of the source and purpose of Funds, to explain particular Payment Transactions.

If the Client cannot provide requested information within the specified period, it must notify Railor before that period expires, explain the reasons and indicate when it expects to provide the information. Railor will consider reasonable requests for an extension where permitted by Applicable Law. An extension is effective only when confirmed by Railor.

The Client must not use the Services to:

• carry out or facilitate money laundering, terrorist financing, fraud, bribery, corruption, tax evasion or any other unlawful activity;
• breach or circumvent sanctions or other legal restrictions applicable to the Client, Railor or the relevant Payment Transaction;
• conceal or misrepresent the source, ownership, destination or purpose of Funds, including by submitting false or forged documents or deliberately misleading payment information;
• structure transactions, use multiple accounts or route payments through other persons for the purpose of evading identification, monitoring or reporting requirements, transaction limits or restrictions applicable under this Agreement;
• obtain unauthorized access to another person’s funds, accounts or data; or
• intentionally exploit a technical or accounting error to obtain Funds or benefits to which it is not entitled or to avoid amounts properly due under this Agreement.

The Client must not hold itself out as an agent or representative of Railor, or as authorized to provide Services on Railor’s behalf, unless this has been separately agreed in writing and is permitted by Applicable Law. Opening a Payment Account does not extend Railor’s license or regulatory authorization to the Client.

Additional contractual restrictions concerning business activities, sectors, jurisdictions or counterparties are set out in documents provided to the Client on a Durable Medium and incorporated into this Agreement (e.g., risk appetite statement, prohibited jurisdictions, prohibited industries and others). Changes to those restrictions are subject to Section 20.

This does not postpone the application of a legal prohibition or prevent Railor from taking protective measures in accordance with Section 16.

To the extent legally permitted, the Client must notify Railor without undue delay if it becomes aware that the Services are being used for a prohibited purpose or that sanctions or other legal restrictions materially affect its ability to use the Services or perform this Agreement. Security incidents and suspected unauthorized use must be reported in accordance with Section 13.

A breach of this Section may result in the refusal of a Payment Order, restriction or suspension of the Services, or termination of the Agreement, subject to the grounds and procedures in Sections 11, 16 and 21. Liability for any resulting losses is determined under Sections 14 and 17 and Applicable Law.

16. Restriction, Suspension and Blocking of Services

Depending on the circumstances, Railor may:

• restrict particular functions, transactions, currencies, payment routes, Payment Accounts, Authorized Persons or access channels;
• suspend all or part of the Services;
• block Payment Account, Payment Instrument or Security Credentials; or
• restrict the Client’s ability to dispose of particular Funds.

Railor will determine the scope of the measure according to its legal basis, purpose and the risks concerned.

Railor may block Payment Account and / or Payment Instrument for objectively justified reasons relating to:

• the security of the Payment Account, Payment Instrument;
• suspected unauthorized use of the Payment Account, Payment Instrument; or
• suspected fraudulent use of the Payment Account, Payment Instrument.

Railor may also block Security Credentials where their loss, disclosure, compromise or unauthorized use is reported or reasonably suspected.

Railor may otherwise restrict or suspend the Services where:

• the measure is required by Applicable Law, sanctions, a court order or a binding instruction of a competent authority;
• Railor has reasonable grounds to suspect money laundering, terrorist financing, fraud, sanctions evasion or another unlawful activity involving the Client, the Services or particular Funds;
• continued provision of the Services would expose Railor, the Client, other clients or the financial system to a material legal, regulatory, financial crime, fraud or security risk;
• Railor cannot complete or maintain the identification, verification, monitoring or other due diligence required by Applicable Law because information or documents have not been provided, are incomplete, inaccurate, inconsistent or cannot reasonably be verified;
• the Client has materially breached this Agreement or the applicable Specific Terms, has used the Services for a prohibited purpose, or has failed to pay an amount properly due to Railor or restore a negative balance;
• the Client loses a license, registration or other authorization required for the activity for which it uses the Services;
• Railor has reasonable doubts concerning the Client’s legal capacity, ownership or control, or the authority of a person purporting to act for the Client, including due to insolvency proceedings, a corporate dispute or conflicting instructions;
• a security or operational incident, maintenance requirement or failure of relevant infrastructure makes continued provision of the affected Service unsafe or technically impossible; or
• new information or a material change concerning the Client or its use of the Services means that it no longer meets Railor’s client eligibility or risk acceptance criteria, and a temporary restriction is reasonably necessary while Railor assesses whether the Services may continue.

Where Railor has discretion over the scope of a measure, it will take reasonable steps to ensure that the measure is proportionate to its purpose and limited to the affected Service, Payment Account, Payment Instrument, transaction, person or Funds where practicable.

Where a breach can be remedied and an immediate restriction is not required, Railor will give the Client a reasonable opportunity to remedy it. This does not apply where delay would breach Applicable Law, compromise security or financial crime control, or expose Railor or another person to material risk.

Where Railor blocks a Payment Account and / or Payment Instrument under Clause 16.2, it will inform the Client through an agreed communication channel of the blocking and its reasons, where possible before the blocking and no later than immediately afterwards.

For another restriction or suspension, Railor will inform the Client without undue delay and, where possible, explain its general reason and any action the Client may take to address it.

Railor is not required to provide advance notice, disclose a reason or provide particular information where doing so would:

• be prohibited by Applicable Law or an instruction of a competent authority;
• compromise reasonable security measures;
• prejudice the prevention, detection or investigation of fraud or other unlawful activity; or
• constitute prohibited disclosure concerning a report, investigation or measure relating to money laundering, terrorist financing or sanctions.

Railor will provide the information when and to the extent that the restriction on disclosure ceases to apply.

Railor will review a restriction or suspension within a reasonable period appropriate to its nature and legal basis. It will remove the measure, or reduce its scope, without undue delay once the relevant grounds cease to apply.

Railor will unblock a Payment Instrument or replace it with a new one when the reasons for blocking cease to exist. Where Applicable Law sets a maximum period for suspending a transaction or restricting Funds, Railor will not exceed that period unless a competent authority or another legal basis requires or permits the measure to continue.

While a Payment Account is restricted, Railor may, depending on the applicable restriction:

• continue to receive incoming Funds but restrict their availability;
• reject or return incoming Funds in accordance with Section 11; or
• freeze or otherwise retain the Funds where required or permitted by Applicable Law.

Any fees properly due to Railor may be deducted only in accordance with Section 8 and subject to the applicable legal restriction.

Restrictions applied specifically to the access of a payment initiation service provider or account information service provider are governed by Section 7. This Section does not broaden the statutory grounds on which such access may be denied.

The refusal or delay of an individual Payment Order is governed by Section 11. A restriction under this Section does not, by itself, extend a mandatory execution or refund deadline.

Where Railor is required to refund or restore an amount under Section 14, it will make the required accounting entry even if a separate lawful restriction prevents the Client from disposing of the credited Funds.

A restriction or suspension does not, by itself, terminate this Agreement or extinguish any amount already due by either Party. Any continuing fees must be charged in accordance with the Fees Schedule and Applicable Law. Termination of the Agreement and closure of a Payment Account are governed by Section 21.

Railor’s liability in connection with a restriction, suspension or blocking is governed by Sections 14 and 17. Nothing in this Section excludes any liability or obligation that cannot lawfully be excluded.

17. Liability, Indemnities and Force Majeure

This Section sets out the general rules on compensation for losses arising in connection with the Agreement. Liability for unauthorized, non-executed, incorrectly executed or late Payment Transactions is governed by Section 14. The exclusions, limitations and indemnities in this Section do not reduce or limit any obligation to account for or return the Client’s Funds, refund a Payment Transaction, restore a Payment Account or perform any other obligation which cannot lawfully be excluded or limited under Applicable Law.

Subject to Clauses 17.1 and 17.3, Railor is liable for direct losses caused by its breach of the Agreement which it could reasonably have foreseen when the Agreement was entered into. Railor is not liable for indirect or consequential losses, or for loss of profit, revenue, business opportunities, anticipated savings or goodwill, whether such losses are direct or indirect.

Nothing in the Agreement excludes or limits liability for fraud, willful misconduct or gross negligence, liability for death, personal injury or non-pecuniary damage, or any other liability which cannot lawfully be excluded or limited.

Railor remains responsible for persons engaged to perform its obligations to the extent required by Applicable Law. The involvement of an outsourced service provider, intermediary or another payment service provider does not, by itself, relieve Railor of its obligations to the Client under Section 14.

The Client is liable for reasonably foreseeable direct losses caused to Railor by the Client’s breach of the Agreement. This includes acts and omissions of Authorized Persons where these are attributable to the Client under Section 7. Liability relating to unauthorized Payment Transactions remains subject to Sections 14 and 18.

The Client will indemnify Railor against amounts Railor lawfully owes to third parties, together with reasonable and documented external legal costs, directly resulting from the Client’s breach of the Agreement, fraud or unlawful use of the Services. This indemnity does not cover:

• losses to the extent caused by Railor’s own breach of the Agreement, negligence or misconduct;
• regulatory fines or penalties imposed on Railor; or
• amounts allocated to Railor under Section 14 or Applicable Law for which the Client is not liable.

Railor will notify the Client without undue delay of any third-party claim for which it seeks indemnification, provide reasonable supporting information and allow the Client a reasonable opportunity to participate in its defense. Railor will not agree to a settlement for which it seeks payment from the Client without the Client’s prior written consent, which must not be unreasonably withheld or delayed. Any request for indemnification must be supported by evidence of its basis and amount.

Each Party must take reasonable steps to prevent and mitigate losses. Any reduction in compensation because the claiming Party contributed to the loss or failed to mitigate it will apply only to the extent permitted by Applicable Law. Neither Party may recover compensation more than once for the same loss.

Railor may rely on any statutory exclusion of liability applicable to its compliance with binding legal requirements, including legally required restrictions on transactions or Funds. A refusal, restriction, suspension or blocking under Sections 11 or 16 does not, by itself, exclude Railor’s liability.

Subject to Applicable Law, neither Party is liable for non-performance to the extent it proves that this was caused by circumstances beyond its control which it could not reasonably have foreseen when the Agreement was entered into and whose occurrence or consequences it could not avoid. Relief applies only to the affected obligations and for the period justified by the impediment. A lack of financial resources or a counterparty’s breach is not force majeure. An outage, cyberattack or infrastructure failure does not automatically qualify as force majeure: the conditions in this clause must be met.

The affected Party must notify the other Party without undue delay, explain the impact and expected duration where known, take reasonable mitigation measures and resume performance promptly. Failure to give timely notice may result in liability for losses caused by that failure. Force majeure does not extinguish amounts already owed, override mandatory safeguarding or other regulatory duties, or remove statutory rights to terminate the Agreement, suspend performance or claim interest.

18. Contractual Derogations Applicable to Business Clients

As the Client is not a consumer, the Parties agree to the specific derogations set out in this Section, as permitted by Article 3(7) of the Law on Payments. References to Articles in this Section are references to that Law:

Except where a change may take effect on shorter notice or without advance notice in accordance with Clauses 20.5 and 20.6, the Parties expressly agree to replace the sixty (60) calendar days advance notice period under Article 15(1) of that Law with a notice period of thirty (30) calendar days. Accordingly, Railor will provide the Client with notice of proposed changes falling within Article 15(1) of the Law on Payments on a Durable Medium at least thirty (30) calendar days before their proposed effective date.

19. Communications, Notices and Language

This Agreement and communications relating to the Services will be in English, unless the Parties expressly agree otherwise on a Durable Medium.

Railor may communicate with the Client through the Platform, by email to the address registered by the Client or, where appropriate, by post to the Client’s address recorded by Railor. Railor’s contact details, including the channels for client support and urgent security reports, will be specified in the Service Order or another contractual document provided to the Client on a Durable Medium.

The Client must maintain the equipment, software and internet access necessary to use the agreed communication channels and to access, store and reproduce information provided electronically. Railor will inform the Client of the applicable technical requirements before the relevant Service is activated. Any change to those requirements which constitutes a change to the Agreement will be subject to the applicable contractual amendment procedure.

Where this Agreement or Applicable Law requires information to be provided on a Durable Medium, Railor will provide that information personally addressed to the Client, in a form which allows the Client to store and reproduce it without alteration and access it for a period appropriate to its purpose.

Information may be provided through the Platform for this purpose only where the relevant functionality satisfies these requirements. Railor will also notify the Client by email that the information is available. Publication on Railor’s website alone will not replace delivery on a Durable Medium.

The Client must regularly check the agreed communication channels and promptly notify Railor of any change to its contact details or any loss of access to those channels. Changes to contact details must be submitted through the procedures specified by Railor and may be subject to appropriate verification.

A notice sent by Railor by email is treated as received when it has been delivered to the Client’s registered email address in an accessible form. A notice provided through the Platform is treated as received when it has been made available in accordance with Clause 19.4 and the corresponding email notification has been delivered. Postal notices are treated as received upon delivery to the Client’s recorded address.

If Railor becomes aware that delivery has failed, it will take reasonable steps to provide the notice through another agreed channel. Any applicable notice period will run from successful delivery.

Ordinary correspondence by email, telephone or through client support does not constitute a Payment Order, authorization of a Payment Transaction or revocation of a Payment Order, unless the relevant communication method is expressly permitted for that purpose under this Agreement or the applicable Specific Terms. The specific requirements governing the submission, receipt, authorization and revocation of Payment Orders remain unaffected by this Section.

Railor will use authenticated Platform messages or another secure communication procedure notified to the Client to communicate suspected or actual fraud or security threats affecting the Client’s use of the Services. The Client must report security incidents through the designated security reporting channels. The specific procedures for urgent security reports apply independently of the arrangements for ordinary correspondence under this Section.

During the term of the Agreement, the Client may request a copy of the applicable contractual terms and the information required under Article 13 of the Law on Payments, on paper or another Durable Medium.

Any specific communication requirements under this Agreement or the applicable Specific Terms concerning Payment Transactions, account statements, security incidents, complaints, amendments or termination will prevail over the general arrangements in this Section to the extent of any inconsistency.

20. Changes to the Agreement, Specific Terms and Fees

Railor may propose changes to this Agreement, the applicable Specific Terms, the Fees Schedule or another document forming part of this Agreement where reasonably necessary to:

• reflect changes in Applicable Law, regulatory requirements or payment scheme rules;
• reflect changes to the Services, technology, security or operational arrangements;
• reflect changes in the costs of providing the Services; or
• correct, clarify or improve the contractual terms.

As the Client is not a consumer and in line with Clause 18.1.1 above, the Parties explicitly agree to apply a notice period of thirty (30) calendar days within this agreement. Therefore, except as provided in Clauses 20.5 and 20.6, Railor will provide the Client with notice of the proposed changes on a Durable Medium at least thirty (30) calendar days before their proposed effective date.

The changes notice will set out:

• the specific provisions which Railor proposes to change and the proposed amended wording, or otherwise clearly identify the changes in a manner which enables the Client to understand them without having to compare different versions of the contractual documents;
• a clear summary of the main changes and the reasons for them;
• the proposed effective date;
• how the Client may notify Railor that it rejects the proposed changes;
• a statement that the Client will be deemed to have accepted the proposed changes if it does not terminate the Agreement before the proposed effective date; and
• information about the Client’s right to terminate the Agreement without a termination fee and without observing the ordinary termination notice period before the proposed changes take effect.

Railor may provide the amended contractual document together with the notice, but providing a new version of the document without clearly identifying and explaining the proposed changes will not, by itself, constitute sufficient notice under this Clause.

The Client may reject the proposed changes by notifying Railor through an agreed communication channel before the proposed effective date.

If the Client rejects the proposed changes and wishes to terminate the Agreement, it may terminate the Agreement without a termination fee and without observing the ordinary termination notice period, with effect at any time before the proposed changes take effect.

If the Client does not terminate the Agreement before the proposed effective date, the Client will be deemed to have accepted the proposed changes. The changes will take effect on the date specified in the notice.

Termination under this Clause does not affect any rights or obligations which arose before the termination date. Any recurring fees will be calculated proportionately up to that date, and any prepaid fees relating to the period after termination will be refunded proportionately.

The thirty (30) calendar-day advance notice period will not apply where:

1. a change is exclusively favorable to the Client, including where a fee is reduced or removed;
2. Railor corrects an obvious error or makes an editorial, formatting or clarification change which does not alter the legal meaning of the relevant provision or affect the Parties’ rights or obligations; or
3. Railor introduces a new optional Service or functionality without changing the terms applicable to the Client’s existing Services.

Railor will inform the Client of a change under points (a) or (b) on a Durable Medium no later than when the change takes effect. In the case of a new optional Service or functionality under point (c), Railor will provide the applicable terms to the Client before the Client requests, activates or uses it.

Where the applicable contractual terms provide for the use of a reference interest rate or reference exchange rate, changes resulting directly from movements in that reference rate may take effect immediately and without advance notice. Changes which are more favorable to the Client may also apply without advance notice.

Such changes will be applied and calculated neutrally and without discrimination. Any change to Railor’s currency conversion margin, conversion fees or the agreed method or reference source used to determine an exchange rate remains subject to the procedure under Clauses 20.2 – 20.4.

Nothing in this Section delays the application of a mandatory provision of Applicable Law or prevents Railor from taking a security, restriction, suspension or blocking measure permitted or required under this Agreement or Applicable Law. The application of such a provision or measure does not, by itself, constitute an amendment to this Agreement or create a general exemption from the amendment procedure set out in this Section.

A Service Order or another individually agreed term may be changed only in accordance with the amendment provisions of that document or with the express agreement of the Parties. A change to the Fees Schedule, the Specific Terms or another general contractual document does not, by itself, override an individually agreed fixed fee or other express contractual commitment.

21. Termination of the Agreement and Closure of Payment Accounts

This Agreement is concluded for an indefinite period unless a Service Order expressly provides otherwise. It will remain in force until terminated in accordance with this Section.

The Client may terminate this Agreement at any time by giving Railor thirty (30) calendar days’ notice through an agreed communication channel. Railor may agree to an earlier termination date where this is operationally possible and permitted by Applicable Law.

The thirty (30) calendar-day notice period does not apply where the Client terminates the Agreement because it does not agree with proposed changes under Clause 20.4.

The Client will not be charged a termination fee if the Agreement has been in force for at least six (6) months. If the Client terminates the Agreement earlier, a termination fee may be charged only where it is expressly stated in the Fees Schedule and is reasonable and limited to Railor’s actual costs resulting from the termination.

No termination fee will apply where the Client terminates the Agreement under Clause 20.4.

Railor may terminate an Agreement concluded for an indefinite period by giving the Client at least sixty (60) calendar days’ notice on a Durable Medium where Railor has reasonable and substantial grounds for doing so. Such grounds may include:

• a change in Applicable Law, regulatory requirements or payment scheme rules which prevents Railor from continuing to provide the relevant Services;
• a material change concerning the Client, its business or its use of the Services which means that it no longer meets Railor’s client eligibility or risk acceptance requirements and the resulting risk cannot reasonably be mitigated;
• Railor ceasing to provide the relevant Service or no longer being reasonably able to provide it; or
• another objective circumstance which makes continuation of the Agreement impossible or unreasonable and cannot reasonably be addressed through a less restrictive measure.

Railor may terminate the Agreement immediately or on shorter notice where permitted by Applicable Law and where continuing the Agreement would be unlawful or would expose Railor, the Client, other clients or the financial system to legal, regulatory, financial crime, fraud, security or operational risk. This may include circumstances where:

• Railor is required to terminate the Agreement by Applicable Law, a court order or a binding instruction of a competent authority;
• the Client commits a material breach of the Agreement and fails to remedy it within a reasonable period specified by Railor, or the breach cannot be remedied;
• Railor has reasonable grounds to suspect that the Client, a person acting on its behalf or the Services are involved in fraud, money laundering, terrorist financing, sanctions evasion or another unlawful activity;
• the Client fails to provide information or documents required for identification, verification, ongoing due diligence or regulatory compliance, or Railor cannot reasonably verify the information provided;
• the Client loses a license, registration or other authorization required for its activities, or becomes subject to insolvency, liquidation, dissolution or similar proceedings, and this materially affects the Client’s ability to perform the Agreement;
• the Client has provided materially false, inaccurate, incomplete or misleading information; or
• the Client’s continued use of the Services creates a material security, fraud or operational risk which cannot reasonably be managed by restricting or suspending the affected Services under Section 16.

Immediate termination will be used only where the relevant risk or legal requirement cannot reasonably be addressed through a less restrictive measure.

A notice of termination given by Railor will state the effective date and, where permitted, the main reason for the termination. Railor is not required to disclose a reason or particular information where disclosure is prohibited by Applicable Law or could compromise security measures or the prevention, detection or investigation of unlawful activity.

Where the Agreement is terminated immediately, Railor will notify the Client before termination or, where this is not possible or permitted, without undue delay afterwards.

During a notice period, the Client may continue using the Services unless Railor has lawful grounds to restrict or suspend them under Section 16. The Client must use this period to:

• transfer the remaining Funds to another account;
• provide Railor with the details of an account held in the Client’s name with another payment service provider;
• settle any amounts properly due to Railor; and
• take any other reasonable steps necessary to close the Payment Accounts and terminate the Services.

Railor may delay a closure or transfer to the extent required by Applicable Law, a court order, an instruction of a competent authority or a lawful restriction affecting the Payment Account or the Funds. Railor will inform the Client of such a restriction unless disclosure is prohibited.

On the effective date of termination:

• the Payment Accounts will be closed and the Client’s access to the Services will end;
• Railor may complete, reject, return or cancel pending Payment Orders in accordance with this Agreement and Applicable Law; and
• the Client will remain liable for obligations which arose before termination.

After completing any pending Payment Transactions and deducting amounts lawfully due under this Agreement, Railor will transfer the remaining balance to a payment account held in the Client’s name with another payment service provider. Railor may request evidence that the nominated account belongs to the Client.

If Railor cannot transfer the remaining balance because the Client has not provided the required information or because the Funds are subject to a legal restriction, the Funds will remain safeguarded until they can be lawfully transferred. Termination does not affect the Client’s ownership of those Funds.

Upon termination, Railor will provide the Client, free of charge and on a Durable Medium, with information about Payment Transactions executed through the Client’s Payment Accounts during the preceding thirty-six (36) months or, if the Agreement has been in force for a shorter period, during that shorter period.

This information does not have to be provided if the Client voluntarily waives its right to receive it by notifying Railor on a Durable Medium before termination.

Recurring fees will be payable only in proportion to the period ending on the termination date. Any recurring fees paid in advance for a period after termination will be refunded proportionately.

Termination does not affect any rights, liabilities or obligations which arose before termination or any provision which is intended to continue after termination.

Termination of this Agreement will also terminate the Services and the applicable Specific Terms, unless the Parties agree otherwise.

The Client may terminate an individual Service without terminating the entire Agreement where that Service can be discontinued without affecting the remaining Services. Any additional consequences of terminating a particular Service may be set out in the applicable Specific Terms.

22. Confidentiality, Data Protection and Intellectual Property

Each Party must keep confidential all non-public technical, commercial, financial, operational and security information received from the other Party in connection with the Agreement or the Services (Confidential Information). Confidential Information includes information relating to the Client, its Payment Accounts and Payment Transactions, the Services, security arrangements and individually agreed fees.

A Party may use Confidential Information only to:

• perform or enforce the Agreement;
• provide or receive the Services; or
• comply with Applicable Law.

The confidentiality obligations do not apply to information which:

• is publicly available other than as a result of a breach of the Agreement;
• was lawfully known to the receiving Party before it was disclosed;
• is lawfully received from a third party without a confidentiality obligation; or
• is independently developed without using the other Party’s Confidential Information.

A Party may disclose Confidential Information:

• to its employees, officers, professional advisers, auditors, contractors and service providers who need the information for the purposes set out in Clause 22.2;
• in the case of Railor, to identity verification, fraud prevention, compliance, risk management and IT service providers, as well as credit institutions, payment service providers, payment schemes and other participants involved in providing the Services or executing Payment Transactions;
• to the Bank of Lithuania, law enforcement authorities, tax authorities, courts and other competent authorities where the disclosure is required or permitted by Applicable Law;
• to an actual or prospective purchaser of all or part of a Party’s business and its professional advisers, subject to appropriate confidentiality obligations; or
• with the other Party’s prior written consent.

Each Party must take reasonable steps to ensure that persons receiving Confidential Information under Clause 22.4 protect it appropriately. To the extent that Applicable Law requires the Client’s authorization for a disclosure by Railor permitted under Clause 22.4, the Client authorizes that disclosure by entering into the Agreement. Nothing in this Section permits a disclosure prohibited by mandatory Applicable Law.

Railor acts as an independent data controller when it processes personal data relating to the Client’s beneficial owners, directors, representatives, Authorized Persons, personnel, counterparties and other natural persons whose personal data Railor receives in connection with the Agreement or the Services. Such personal data may be processed for purposes including:

• establishing and administering the business relationship with the Client and providing the Services;
• identifying and verifying relevant persons and complying with requirements relating to anti-money laundering, counter-terrorist financing, sanctions, tax evasion prevention and other financial crime;
• authenticating access to the Services and ensuring their security, functionality and improvement;
• preventing and detecting fraud, misuse and unauthorized access;
• communicating with the Client and handling inquiries, requests and complaints; and
• complying with legal obligations and establishing, exercising or defending legal claims.

Railor processes personal data in accordance with applicable data protection laws, including Regulation (EU) 2016/679 (GDPR). Further information about the legal bases and purposes of processing, categories and sources of personal data, recipients, international transfers, safeguards, retention periods and the rights of data subjects is set out in Railor’s Privacy Policy, the current version of which is available at https://railor.eu/.

The Privacy Policy is a transparency document and does not form part of the Agreement. An update to the Privacy Policy does not, by itself, amend the Agreement.

Questions concerning the processing of personal data may be addressed to Railor’s Data Protection Officer at dpo@railor.eu.

Where the Client provides Railor with personal data relating to another person, the Client must:

• ensure that the personal data is disclosed to Railor lawfully;
• provide that person with the information required under applicable data protection laws, including information about Railor’s Privacy Policy;
• ensure that the personal data is accurate, relevant and kept up to date; and
• not provide personal data which is unnecessary for the relevant purpose.

Under the Agreement, Railor acts as an independent data controller and not as a data processor acting on behalf of the Client, unless the applicable Specific Terms or a separate data processing agreement (DPA) expressly provide otherwise.

Where Railor acts as a data processor, the relevant processing will be governed by a DPA or the applicable Specific Terms in accordance with Article 28 of the GDPR. In the event of a conflict, the DPA will prevail solely in relation to the processing covered by it.

Railor will retain personal data for the periods set out in the Privacy Policy. Personal data may be retained for a longer period where this is required or permitted by Applicable Law, required by a competent authority or necessary for the establishment, exercise or defense of legal claims.

All intellectual property rights in the Platform, Railor’s software, APIs, website, documentation, content, trademarks, logos and other materials used to provide the Services belong to Railor or its licensors. The Agreement does not transfer any such rights to the Client.

During the term of the Agreement, Railor grants the Client a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Platform and the relevant materials solely for the purpose of receiving and using the Services.

Except where expressly permitted by the Agreement or Applicable Law, the Client may not:

• copy, modify, distribute, sell, lease or sublicense Railor’s software or materials;
• reverse-engineer, decompile or attempt to obtain the source code of the Platform or any related software; or
• use Railor’s trademarks, logos or other branding without Railor’s prior written consent.

The Client retains any intellectual property rights it holds in the data and materials which it provides to Railor. The Client grants Railor the right to use, reproduce, transmit and disclose such data and materials only to the extent necessary to provide the Services, perform or enforce the Agreement and comply with Applicable Law.

The obligations under this Section will continue after termination of the Agreement for as long as the relevant information remains confidential, the applicable intellectual property rights remain protected or Applicable Law requires the relevant information or personal data to be retained.

23. Complaints

If the Client believes that its rights or legitimate interests relating to the Services or this Agreement have been infringed, it may submit a written complaint to Railor (a Complaint).

A written submission will be treated according to its content, regardless of whether it is expressly described as a Complaint. General requests for information or assistance which do not concern an alleged infringement of the Client’s rights or legitimate interests will be handled as customer support queries.

The Client may submit a Complaint:

• by email to info@railor.eu;
• through the Platform, where the Platform allows written messages to be submitted; or
• by post to NEXTEDGE, UAB (Railor), Laisvės pr. 10A, LT-04215 Vilnius, Lithuania.

The Complaint must include:

• the Client’s legal name, business or registered address, email address and, where relevant, its Payment Account or client identification details;
• a clear description of the circumstances giving rise to the Complaint, including the relevant dates and transaction details;
• the outcome or remedy requested by the Client; and
• any documents or other information supporting the Complaint.

If the Complaint is submitted by the representative, Railor may request evidence of the representative’s authority.

Railor will acknowledge receipt of the Complaint as soon as reasonably possible. Railor may request additional information or documents necessary to investigate the Complaint. The absence of any information listed in Clause 23.3 will not prevent Railor from treating a submission as a Complaint if the information provided is sufficient to understand and investigate it.

Complaints are handled free of charge. Railor will examine each Complaint fairly and objectively and provide the Client with a detailed and reasoned written response, supported by relevant documents where appropriate, within fifteen (15) Business Days after receiving the Complaint. The response will be provided by email or on another Durable Medium.

In exceptional circumstances, where Railor cannot provide its final response within fifteen (15) Business Days for reasons beyond its control, Railor will, within that period:

• explain the reasons for the delay; and
• specify the date by which the final response will be provided.

In all cases, the final response will be provided no later than thirty-five (35) Business Days after Railor receives the Complaint.

If Railor rejects the Complaint in whole or in part, its response will explain the relevant factual, contractual and legal grounds and inform the Client of the available further remedies, including the possibility of submitting a supervisory complaint to the Bank of Lithuania or bringing proceedings before a competent court.

Complaints may be submitted in Lithuanian or English. Railor will normally respond in the language in which the Complaint was submitted, unless another language is agreed with the Client.

If the Client is dissatisfied with Railor’s response or does not receive a response within fifteen (15) Business Days, it may submit a supervisory complaint to the Bank of Lithuania. Before doing so, the Client must first have submitted the relevant Complaint to Railor.

A complaint to the Bank of Lithuania may be submitted using the online form available on the Bank of Lithuania’s website, by email to info@lb.lt, or by post or in person at Totorių g. 4, LT-01121 Vilnius, Lithuania. The complaint and its attachments must be signed and submitted in Lithuanian or English. The Client should attach Railor’s response or, if no response was received, a copy of the Complaint submitted to Railor.

When examining a supervisory complaint, the Bank of Lithuania assesses Railor’s compliance with the legal requirements applicable to financial market participants. It does not resolve individual contractual claims or award compensation under this procedure.

As this Agreement is entered into with the Client for business purposes, the out-of-court consumer dispute resolution procedure administered by the Bank of Lithuania does not apply. This does not restrict either Party’s right to bring proceedings before a competent court in accordance with Section 24.

Submission of a Complaint does not replace or extend any separate notification period applicable under this Agreement or Applicable Law, including the periods for reporting an unauthorized or incorrectly executed Payment Transaction or a security incident.

Further practical information about submitting and handling Complaints is provided in Railor’s Complaints Handling Notice published on Railor’s website.

24. Governing Law and Jurisdiction

This Agreement and any contractual or non-contractual obligations arising out of or in connection with it are governed by the laws of the Republic of Lithuania.

The Parties will seek to resolve any dispute arising out of or in connection with this Agreement amicably. This does not prevent either Party from commencing court proceedings where necessary to protect its rights and does not extend any limitation, notification or other applicable period.

Subject to any mandatory rules of Applicable Law, the courts of the Republic of Lithuania have exclusive jurisdiction to hear and determine any dispute arising out of or in connection with this Agreement, including any dispute concerning its existence, validity, interpretation, performance or termination. The competent court will be determined according to Railor’s registered office.