Terms & Conditions

1. Definitions and interpretation

1.1. Definitions

1.1.1.  The following capitalized definitions when used in this Agreement have the following meanings:

1.1.1.1.       Agreement has the meaning set out in Art. 2.2;

1.1.1.2.       App has the meaning of MisterTango application developed by MisterTango for the Clients to be able to use MisterTango Services on their mobile devices;

1.1.1.3.       Business Day has the meaning any day except Saturday, Sunday and public holiday in Lithuania;

1.1.1.4.       Client has the meaning of the natural person holding MisterTango Payment Account; 

1.1.1.5.       Commission fee – a fee charged by MisterTango for a Payment transaction and (or) related services.

1.1.1.6.       Electronic money (also referred to as funds in these T&C) has the meaning of electronically stored value corresponding to the par value of the funds stored in MisterTango clients’ bank MisterTango Payment Account represented by a claim against MisterTango;

1.1.1.7.       Fraud has the meaning set out in Art. 20.2;

1.1.1.8.       Linked User has the meaning of MisterTango Client (natural person) who has been added to MisterTango Payment Account by the Owner of MisterTango Payment Account;

1.1.1.9.       MisterTango has the meaning of MisterTango, UAB, a limited liability company organized and existing under the laws of the Republic of Lithuania, company code 303262295, having its registered office at Perkūnkiemio str. 2, Vilnius, Lithuania and holding unlimited electronic money institution license No 11 issued by the Lithuanian financial supervisory authority Bank of Lithuania (Žirmūnų str. 151, 09128 Vilnius, Lithuania;  email: info@lb.lt, pt@lb.lt) as of 13 July 2017 (https://www.lb.lt/en/sfi-financial-market-participants/mistertango-uab);

1.1.1.10.    MisterTango Bank has the meaning of IT solution used to provide Services to the Client under the Agreement;

1.1.1.11.    MisterTango Business Payment Account has the meaning of the payment account opened by MisterTango to the Client in order to use MisterTango Services for business needs; 

1.1.1.12.    MisterTango Payment Account has the meaning of the payment account opened by MisterTango to the Client in order to use MisterTango Services for personal needs; 

1.1.1.13.    Monthly Fee has the meaning of the amount of funds payable by the Client to MisterTango each month for the use of MisterTango Services. Monthly Fee is calculated against the Payment Plan assigned to the Client;

1.1.1.14.    Owner of MisterTango Payment Account has the meaning of MisterTango client who has initiated opening of MisterTango Payment Account;

1.1.1.15.    Personalized Security Features has the meaning of personalized one time code send by SMS or email send by MisterTango to the Client for the purpose of accessing MisterTango Payment Account and/or authorising Payment Orders. MisterTango shall be entitled decide on the type of Personalized Security Features to be issued and may change it at any time necessary.

1.1.1.16.    Parties has the meaning of MisterTango and the Client;

1.1.1.17.    Payment has the meaning of an act, initiated by the payer or on his behalf or by the payee, of placing, transferring or withdrawing Electronic Money, irrespective of any underlying obligations between the payer and the payee;

1.1.1.18.    Payment Order has the meaning of an instruction by a payer or payee to its payment service provider requesting the execution of a Payment;

1.1.1.19.    Payment Plan has the meaning of fees payable by the Client to MisterTango for MisterTango Services;

1.1.1.20.    Recurring Transfer has the meaning of Payments to be executed on regular intervals indicated by the Client in advance;

1.1.1.21.    Security Threat has the meaning set out in Art. 20.3;

1.1.1.22.    Services has the meaning of services provided by us to the Client under the Agreement. MisterTango will provide the Client the following services:

(a)                opening of MisterTango Payment Account with a dedicated IBAN. MisterTango Payment Account enables the Client with an extensive range of services to support the Client’s daily financial operations, including:

(i)                 execution of direct debits, including one-off direct debits;

(ii)                execution of payment transactions through a payment card or similar device;

(iii)              execution of credit transfers, including standing offers;

(b)                issuance of Electronic Money to MisterTango Payment Account (and respectively withdrawal from);

1.1.1.23.    T&C has the meaning of the terms and conditions set out herein and which forms a part of the Agreement;

1.1.1.24.    Unique Identifier has the meaning of a combination of letters, numbers or symbols specified to the payment service user by the payment service provider and to be provided by the payment service user to identify unambiguously another payment service user and/or the payment MisterTango Payment Account of that other payment service user for a payment transaction or an email of other MisterTango client when the Payment is initiated within MisterTango Bank;

1.1.1.25.    Website has the meaning of the website available at https://mistertango.com/en/.

1.2.              Interpretation

1.1.2.          References to Sections and Articles, unless stated or the context required otherwise, shall be construed as references to Sections and Articles of these T&C.

1.1.3.          References to Schedules, Annexes unless stated or the context required otherwise, shall be construed as references to Schedules and Annexes of these T&C.

1.1.4.          References to legal acts (if any) shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such legal act.

1.1.5.          In these T&C:

1.2.1.1.       words importing the masculine gender include the feminine and the neuter and vice versa;

1.2.1.2.       words in the singular include the plural and vice versa;

1.2.1.3.       references to persons shall include legal persons, unincorporated associations and partnerships, in each case whether or not having a separate legal personality;

1.2.1.4.       words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

2.                  Scope of T&C 

2.1.              Together with Privacy policy  and other documents (if any), these T&C shall govern provision of MisterTango Services to the Client. 

2.2.              In addition to these T&C, the Agreement with MisterTango Payment Plans Schedule (here) and any other annexes, appendices or schedules entered into between the Client and MisterTango. The Client can obtain the documents to the Agreement online. The Client will be able to download and save documents to the Client’s device. In certain case, Agreement or separate document to the Agreement will be sent by email to the address registered with MisterTango for the purpose of opening of MisterTango Payment Account.

2.3.              The Client shall be entitled to use MisterTango Payment Account only for personal needs. If the Client is willing to start using MisterTango Services for the Client’s business purposes, the Client must open MisterTango Business Payment Account. Failure to do so will be considered as the material breach of the Agreement and will be subject to unilateral termination of the Agreement with an immediate effect.

3.                  MisterTango Payment Account

3.1.              MisterTango Payment Account is a payment account that enables the Client to send and receive payments, as well as use other functionalities available in MisterTango Payment Account. MisterTango Payment Account is not a bank account. Electronic Money held in MisterTango Payment Account does not constitute a deposit and MisterTango will pay no interest for holding it.

3.2.              By executing the Agreement, the Client hereby acknowledges that the Lithuanian deposit guarantee scheme (in accordance with the Law on Insurance of Deposits and Obligations to Investors of the Republic of Lithuania) does not apply to MisterTango Payment Account. MisterTango strictly adheres to the legal requirements under the European Union law and Lithuanian laws that are designed to ensure the safety and liquidity of the funds deposited for issuance of Electronic Money. In the unlikely event that MisterTango becomes insolvent, the Client’s Electronic Money may become valueless and unusable, and as a result the Client may lose the Client’s Electronic Money. 

3.3.              The Client’s funds transferred for issuance of Electronic Money are safeguarded in accordance with the Law on Electronic Money and Electronic Money Institutions of the Republic of Lithuania. The Client shall retain the ownership of the funds transferred for the issuance of Electronic Money. In the unlikely event if MisterTango becomes insolvent, the Client’s funds transferred for issuance of Electronic Money shall be protected against any claims of the creditors. The Client shall bear no losses in such situation.

3.4.              Electronic Money in MisterTango Payment Account belongs to the person that is registered as the Owner of MisterTango Payment Account. No other person shall have any rights to MisterTango Payment Account and/or Electronic Money issued to MisterTango Payment Account.

3.5.              To benefit from MisterTango Services the Client must first open MisterTango Payment Account by registering his/her details on the Website or the App. As part of the signup process the Client will have to accept these T&C and Privacy Policy and any other documents that may be necessary, taking into consideration the scope of Services the Client intends to use.

3.6.              The Client may only open MisterTango Payment Account if the Client is at least 18 years old (MisterTango shall be entitled to set different age limits to different Services and/or products offered by MisterTango to the clients at its sole discretion) and it is legal to do so in the Client’s country of residence. By opening MisterTango Payment Account the Client represents and warrants to MisterTango that opening of MisterTango Payment Account does not violate any laws or regulations applicable to the Client. By accepting these T&C the Client undertakes to indemnify MisterTango against any losses MisterTango incurs in connection with the Client’s breach of obligation.

3.7.              The Client may top up or withdraw Electronic Money from MisterTango Payment Account within the terms and conditions of these T&C.

3.8.              The Client is entitled to open not more than 3 (three) MisterTango Payment Accounts. MisterTango discourages the Client from attempting to circumvent this provision, e.g. by trying to open a fourth MisterTango Payment Account. Such attempt will be considered as an attempt of fraud and shall result in termination of the business relationship between MisterTango and the Client and respectively of closing of all the Client’s MisterTango Payment Accounts that have been opened with MisterTango.

3.9.              The Client shall be entitled to link other users to MisterTango Payment Account. Other users may only be linked by the Owner of MisterTango Payment Account. The extent to which each user is entitled to act is determined by the Owner of MisterTango Payment Account. Taking the foregoing into consideration, the Client is solely responsible to ensuring that each linked user is assigned with correct amount of rights in respect to MisterTango Payment Account. Any and all damages in relation to misuse of MisterTango Payment Account because of incorrect assignment of the rights shall be borne solely by the Client.

3.10.            For the purpose of clarity, if the linked user to MisterTango Payment Account transfers to any third party access to such linked user’s MisterTango Payment Account, any and all actions performed on MisterTango Payment Account shall be considered as to have been performed by the Client and to correspond to the Client’s will. In the event, the Client and/or MisterTango suffers any damages in relation thereto, such damages are borne by the Client and the Client shall be obliged to fully reimburse damages suffered by MisterTango.

4.                  Term of issuance and redemption of Electronic money

4.1.              Money held on the MisterTango Payment Account is considered Electronic money, which MisterTango issues after the Client transfers or deposits money to his/her MisterTango Payment Account. After the Client deposits or transfers money to his/her MisterTango Payment Account and MisterTango receives the money, MisterTango credits it to the Client’s account, at the same time issuing Electronic money at the nominal value. The Electronic money is credited to and held on the Client’s MisterTango Payment Account.

4.2.              The nominal value of Electronic money coincides with the value of money deposited or transferred to the MisterTango Payment Account after deduction of a standard Commission fee applicable to a particular payment mean. 

4.3.              At the request of the Client, Electronic money held on his/ her MisterTango Payment Account shall without undue delay be redeemed at their nominal value at any time.

4.4.              The Client submits a request for redemption of Electronic money by generating a Payment Order to transfer Electronic money from his/ her MisterTango Payment Account to any other account specified by the Client or withdraw Electronic money from his/her MisterTango Payment Account in accordance with Art. 6.3. MisterTango has the right to apply limitations for the redemption of Electronic money specified in this Agreement and applicable laws.

4.5.              No specific conditions for redemption of Electronic money that would differ from the standard conditions for transfers and other Payment operations performed on the MisterTango Payment Account shall be applied. The amount of redeemed or transferred Electronic money is chosen by the Client.

4.6.              No additional fee for Electronic money redemption is applied. In the event of redemption of Electronic money, the Client pays the usual Commission fee for a money transfer or withdrawal which depends on the method of Electronic money transfer or withdrawal chosen by the Client. Standard MisterTango Commission fees for money transfer or withdrawal are applied.

5.                  General requirements applicable to the Client

5.1.              General

5.1.1.          By executing the Agreement, the Client hereby confirms that the Client understands that execution of the Agreement shall be subject to the results of the Client’s assessment, including, but not limited to, the Client’s AML/KYC assessment, to be carried out by MisterTango before the execution of the Agreement.

5.1.2.          By executing the Agreement, the Client confirms that the Client understands that MisterTango shall be entitled to request the Client to provide information required to assess the Client’s risk and/or information required for MisterTango to fulfil its obligations under the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania. The Client hereby confirms that the Client understands that MisterTango shall have the sole discretion to request the Client to provide additional information, i.e. not indicated in these T&C or other documents to the Agreement or in the questionnaires the Client will have to fill in for the purpose of opening of MisterTango Payment Account, if such information is required to perform the Client’s assessment or to fulfil MisterTango obligations under the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania and thus, the Client must to submit such information without a delay, within a term specified by MisterTango in the request for such additional information. Failure to meet the foregoing requirement and remedy it within the additional term indicated by MisterTango in writing will be considered as the material breach of the Agreement and will be subject to unilateral termination with an immediate effect of the Agreement by MisterTango.

5.1.3.          By executing the Agreement, the Client represents and warrants to MisterTango that the submitted documents, data and/or information are true and correct in all aspects on the date of this Agreement and remain as such on each day of the Agreement.

5.1.4.          By executing the Agreement, the Client undertakes to inform MisterTango in writing of any change in the circumstances submitted to MisterTango for the purpose of opening of MisterTango Payment Account. In relation to the foregoing, the Client must inform on the following changes in:

5.1.4.1.      the Client’s documents submitted to MisterTango for the purpose of establishment of the Client’s identity or assessment of the Client’s risk; 

5.1.4.2.      Client’s contact details;

5.1.4.3.      the Client’s financial standing that may affect the Client’s ability to perform the Agreement or to perform the Client’s obligations under other agreements that the Client is party to;

5.1.4.4.      the ultimate beneficial owners; and

5.1.4.5.      any other change in the Client’s circumstances of relevance to the Agreement.

5.1.5.          The above list is not exhaustive. Should the Client be of the opinion that the change that has occurred may have a material effect on performance of the Agreement, however, are not listed above, the Client must inform MisterTango on such changes.

5.1.6.          The Client undertakes to inform MisterTango on such changes as soon as the Client becomes aware of them, however, not later than 5 (five) Business Days upon occurrence of such change. The Client hereby represents and warrants that the Client understands that such changes may result in a risk re-assessment and/or new additional requirements and/or restrictions or limits that would require amendment of the Agreement or may be subject to the termination of the Agreement.

5.1.7.          Taking into consideration Art. 5.1.4, any change in the circumstances must be submitted in writing, in a form satisfactory to MisterTango (as set forth in these T&C) at the email address support@mistertango.com. If the Client fails to meet the form requirement, it is considered that the Client has failed to meet the Client’s obligations under Art. 5.1.4 of these T&C and such failure is considered as the material breach of the Agreement and is subject to unilateral termination with an immediate effect of the Agreement by MisterTango.

5.2.              AML/KYC requirements

5.2.1.          As electronic money institution, holding an unlimited license issued by the Lithuanian financial supervisory authority Bank of Lithuania, MisterTango shall obliged to comply with the requirements of the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania. Therefore, by fulfilling the requirements under the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania, MisterTango will establish the Client’s identity before the execution of the Agreement for the purpose of the foregoing law.

5.2.2.          MisterTango shall entitled to request and the Client is obliged to submit information, data and documents, as well as to fill in questionnaires submitted by MisterTango to the Client and/or perform other actions that may be required to establish the Client’s identity to comply with the applicable law. MisterTango shall retain the right to re-establish the Client’s identity at any time during the term of the Agreement and in connection to that, to request to submit to MisterTango additional information, data and/or documents, fill in documents and/or perform actions. Failure to comply with this requirement or the negative result of such re-establishment of the identity shall be subject to termination of this Agreement with an immediate effect.

5.2.3.          MisterTango shall be entitled to request the Client to submit to MisterTango information, data and/or documents regarding the Client’s Payments performed on MisterTango Payment Account in order to justify such Payments. Failure to comply with this requirement may result in suspension of MisterTango Services to the Client or may be subject to termination of this Agreement with an immediate effect by MisterTango.

5.3.              Requirements regarding documents submitted by the Client

5.3.1.          The Client must submit duly certified copies of the documents required to establish the Client’s identity following the instructions provided by MisterTango. Notwithstanding the foregoing, MisterTango shall retain the right to request to provide the hard copy of the document if MisterTango shall have any doubts regarding validity and/or legality of the document.

5.3.2.          The documents or their copies must be of high resolution, all information must be clear and visible, there must be no amendments, deletions on the original of the document and its copy thereof. The copies of the documents that are issued outside the Republic of Lithuania must be duly authorized and legalized as required under Lithuanian law.

5.3.3.          All documents (and such documents containing information) submitted by the Client to MisterTango shall be considered as true, effective and accurate on the day of the Agreement and shall remain as such on each day of the Agreement.

5.3.4.          All documents must be submitted in English or Lithuanian language unless otherwise agreed with MisterTango in advance. In the event, translation of the documents shall be required, the translation must be duly authorized by the signature of the translator. All translation cost shall be borne by the Client.

5.3.5.          In the event, the Client fails to submit the documents that meets the above requirements, MisterTango shall be entitled to refuse to accept such documents and shall not take into consideration the information consisting such documents. If the Client fails to cure such shortages within the term indicated by MisterTango in writing and such failure possesses too high risk to MisterTango (i.e. it is not possible to attribute the Client to higher risk group or it is not possible to establish the Client’s identity), MisterTango shall be entitled to terminate the Agreement with immediate effect.

6.                  Using MisterTango Payment Account

6.1.              General

6.1.1.          The Client must take all reasonable steps to keep username and password of MisterTango Payment Account safe at all times and never disclose it to any third parties. MisterTango personnel will never ask the Client to disclose the Client’s password to MisterTango or to any third party. If the Client receives a request to disclose the password or other login information anywhere else than on the Website or the App, the Client must not disclose the password or other login information for any reason and must immediately report such incident to MisterTango. Such report can be submitted by email to the address support@mistertango.com.  

6.1.2.          MisterTango recommends changing the password to MisterTango Payment Account regularly in order to reduce the risk of a security breach in MisterTango Payment Account. MisterTango also recommends not to choose a password that can be easily identified from the information someone might know or gather about the Client or a password that has a meaning. The Client must never allow anyone to access MisterTango Payment Account or have anyone watching accessing MisterTango Payment Account.

6.1.3.          If the Client has any indication or suspicion of MisterTango Payment Account, login details, password or other Personalized Security Features being lost, stolen, misappropriated, used without authorization or otherwise compromised, the Client is advised to change the password immediately and inform MisterTango in relation thereto. Any undue delay in notifying MisterTango may not only affect the security of MisterTango Payment Account but may result in the Client being liable for losses incurred as a result. If the Client suspects that MisterTango Payment Account has been accessed by a third party, the Client should also contact local police and report the incident.

6.1.4.          The Client must take all reasonable care to ensure that the Client’s email used to register with MisterTango is secure and can only be accessed by the Client, as the Client’s email address will be used to send one time codes to authorize the Payment or may be used to reset passwords or to communicate with the Client about the security of MisterTango Payment Account. In case email address registered with MisterTango Payment Account during the term of MisterTango and the Client’s relationship is compromised, the Client must inform MisterTango without undue delay after becoming aware of this and contact the email service provider.

6.1.5.          Irrespective of whether the Client is using a public, shared or his/her own computer to access MisterTango Payment Account, the Client must always ensure that the Client’s login details are not stored by the browser or cached or otherwise recorded. The Client should never use any functionality that allows login details or passwords to be stored by the computer the Client is using.

6.2.              Topping of MisterTango Payment Account

6.2.1.          To top MisterTango Payment Account, the Client will be required to indicate the amount of the deposit in EUR and select one of the available methods for topping up of MisterTango Waller available on MisterTango Website or App.

6.2.2.          MisterTango shall be solely entitled to add other methods for topping up MisterTango Payment Account and respectively, to discontinue such methods at any given time and MisterTango does not give a guarantee regarding any top up method available on the Website and/or App at a particular time, provided at least one method is available at any time. The methods provided on the Website and the App may differ.

6.2.3.          MisterTango will have no responsibility over the Client’s funds used to top up MisterTango Payment Account until MisterTango receives it to MisterTango clients’ funds bank account. Electronic money will only be issued to MisterTango Payment Account after the respective amount has been credited to MisterTango clients’ funds bank account and only in the amount received to MisterTango clients’ funds bank account.

6.2.4.          MisterTango shall retain the right to impose additional authorization measures for topping up MisterTango Payment Account.

6.2.5.          The Client is solely responsible for the accuracy and completeness of the payment details entered for the purpose of topping up MisterTango Payment Account. In no event MisterTango shall be held liable for any losses the Client may suffer as a result of inaccuracy of the payment details.

6.2.6.          The Client understands and accepts that the Client’s payment services provider may apply fees for executing a transfer to MisterTango clients’ funds MisterTango Payment Account. The Client understands that MisterTango will not be responsible for the term within which the funds will be credited to MisterTango clients’ funds bank account.

6.3.              Withdrawing from MisterTango Payment Account

6.3.1.          The Client may at any time request to withdraw part or all of the Electronic Money held in MisterTango Payment Account, in accordance with these T&C. To do so, the Client must log into MisterTango Payment Account and follow the instructions provided therein.

6.3.2.          The Client may place a request to withdraw part or all of Electronic Money held in MisterTango Payment Account. MisterTango shall be solely entitled to add and respectively discontinue any withdrawal method at any time and MisterTango does not give a guarantee regarding any withdrawal method available on the Website or App at a particular time, as long as at least one withdrawal method is available anytime.

6.3.3.          The Client’s request to withdraw Electronic Money will be subject to submission of proof that the bank/payment account the Client is withdrawing to is opened under the Client’s name. Failure to do so will result in rejection of the request to withdraw Electronic Money.

6.3.4.          MisterTango will not charge for the withdrawal of the Electronic Money, however, since the withdrawal request is performed by a third party (i.e. payment services providers), withdrawal is subject to withdrawal fees.

6.3.5.          The Client is solely responsible for the accuracy and completeness of the payment details entered for the purpose of withdrawal. In no event will MisterTango be held liable for the withdrawal redemption of Electronic Money to the wrong bank account if it happened due to wrong payment details provided by the Client. If the Client withdrew funds to a wrong bank account, the Client may request MisterTango to assist in reclaiming such funds, however, MisterTango gives no guarantee that the efforts to reclaim will be successful, nor assume any liability thereof.

6.3.6.          MisterTango shall not be responsible for the withdrawal payment once the funds are received by the Client’s payment service provider as MisterTango is the payer and not the payment services provider for the purpose of withdrawal.

7.                  Payments

7.1.              With MisterTango Payment Account the Client shall be entitled to execute the following Payments:

7.1.1.          Payment to another MisterTango client within MisterTango Bank, request Payment from other MisterTango clients, and set Recurring Transfers;

7.1.2.          SEPA Payments;

7.1.3.          SWIFT Payments; and

7.1.4.          Payment to other payment accounts opened with other payments systems.

In order to perform any of the above Payment, the Client must follow the instructions in MisterTango Payment Account.

7.2.              Only Payments in EUR shall be available within MisterTango Bank.

7.3.              The Client shall be entitled to set daily Payments limits within MisterTango Payment Account following the instructions provided in MisterTango Payment Account. If there are more users to MisterTango Payment Account, only Owner of MisterTango Payment Account and linked users with all rights shall be entitled to imposed such limits.

7.4.              Payment Order is received:

7.4.1.          in the event, the Payment is initiated by the Client, on the day such Payment Order is placed within MisterTango Bank;

7.4.2.          in the event, the Payment Order is initiated by the other MisterTango client (i.e. payment initiated by the payee), on the day such Payment Order is authorized by the Client (the payer) to which the Payment request has been sent;

7.4.3.          in the event of Recurring Transfers, the Business Day on which such Payment is deemed to be executed. If such day is not Business Day, then on the first following Business Day.

7.5.              If the Payment Order is placed not on the Business Day or after 4 pm, such Payment Order is deemed to be received on the first following Business Day. Execution term of such Payment Order shall be calculated against the moment indicated herein.

7.6.              The Client will be able to see the status of the Client’s Payment Orders on MisterTango Payment Account anytime by logging into MisterTango Payment Account. The Client shall only be entitled to cancel the Payment Orders only in the following situations:  

7.6.1.          in the event, the Payment is initiated by the Client, such Payment Order cannot be cancelled once such Payment Order is received in accordance with these T&C;

7.6.2.          in the event, the Payment is initiated by the other MisterTango client (i.e. payment initiated by the payee), such Payment Order cannot be cancelled after the Client authorized such Payment Order in accordance with these T&C;

7.6.3.          in the event, the Recurring Transfers is set, one Business Day before the Payment is due to be executed.

7.7.              In the event, the Client indicated wrong Payment Order information and such Payment Order has not been executed yet, the Client may request to amend such Payment Order information by submitted a request to support@mistertango.com, however, MisterTango shall have no obligation to fulfil the Client’s request or cancel such Payment Order. In the event the Payment Order was executed according to the Payment Order information indicated by the Client, MisterTango shall be considered as to have been duly performed its obligations and shall bear no responsibility to the extent of such Payment Order. The Client may request to correct the Payment Order’s information (Unique Identifier) and MisterTango may satisfy such request; additional fee may be applicable for such corrections.

7.8.              By placing the Payment Order, the Client must clearly express the Client’s will. Placed Payment Orders must be clear, unambiguous and comply with the applicable law. MisterTango will not be held liable for errors, inconsistencies, repetitions and/or contradictions or other shortages in the Client’s Payment Order and depending on the nature of such errors or shortcomings, MisterTango may execute such Payment Order according to the data provided in the Payment Order or reject execution of such Payment Order.

7.9.              The Client is responsible for indicating correct payer’s or payee’s Unique Identifier and information that is required to execute the Client’s Payment Order, if any (for the purpose of clarity, all information required to place Payment Order will be available on MisterTango Payment Account). Provided the Client has indicated the Unique Identifier and the respective Payment Order was executed against such Unique Identifier, MisterTango will be considered as to have been duly performed its obligations and shall bear no responsibility to the extent of such Payment Order. Fee for such Payment will be applied and will not be refunded to the Client even if MisterTango retracts the Payment and the funds will be credited back to MisterTango Payment Account. 

7.10.            The Client may be requested to enter additional data to proceed with the Client’s Payment Order if such is required by the payee’s payment services provider. The Client is solely responsible for entering the correct additional information.

7.11.            MisterTango shall be entitled, however, not obliged, to verify if the Unique Identifier required to execute the Payment Order corresponds to name of the respective MisterTango Payment Account holder. Should MisterTango establish that name of MisterTango Payment Account holder and the Unique Identifier clearly mismatches, MisterTango shall be entitled to reject such Payment Order. Nevertheless, if MisterTango executes the Payment Order against the provided Unique Identifier, MisterTango shall be deemed to have duly and in full fulfilled its obligations in relation to such Payment Order.

7.12.            Taking into consideration Art. 7.9, MisterTango will help the Client to retract the Payment, however, MisterTango gives no guarantee that MisterTango will be able to do so. Fee shall be applicable for the attempt to retract Payment, irrespective if such attempt is successful or not. If MisterTango was unable to retract the Payment and credit it back to MisterTango Payment Account, MisterTango will furnish the Client with the information required for the Client to independently purse return of the Payment.

7.13.            The Client’s Payment Order may not be executed or execution it may be delayed on the following cases:

7.13.1.        MisterTango has reasonable doubts if the Payment Order was submitted by the Client;

7.13.2.        MisterTango has reasonable doubts regarding legality of the Payment Order;

7.13.3.        MisterTango has reasonable doubts regarding content of the Payment Order;

7.13.4.        MisterTango has doubts whether the information, data and/or documents provided in relation to the Payment Order are true and authentic;

7.13.5.        Payment Order placed by the Client raises other doubts that can be reasonably justified by MisterTango.

The above list is not exhaustive. In the event of any of the above, MisterTango shall be entitled to request the Client to provide additional information, data and/or documents or perform certain actions to clear doubts in relation to the Payment Order. By executing the Agreement, the Client represents and warrants that in such an event, MisterTango shall not be held liable if the Client suffers any damages in relation to delayed Payment Order.

7.14.            MisterTango shall be entitled to request the Client to provide any and all supporting information, data and/or documents evidencing the Client’s ownership, nature of origin and legality of the funds in MisterTango Payment Account and/or reasoning the Payment Orders placed by the Client. MisterTango will not be liable against the Client for non-execution of the Payment Order if the Client fails to comply with MisterTango request.

7.15.            Payment Orders shall be executed on the Business Days, unless indicated otherwise. Payment Orders shall be executed within following terms:

7.15.1.        Payment Orders within MisterTango bank (to other MisterTango clients) shall be executed within period of 10 (ten) minutes;

7.15.2.        Sepa Payment Orders shall be executed not later than on the next Business Day;

7.15.3.        Payment Orders in EUR within the Republic of Lithuania and placed not later than 12 pm shall be executed on the same Business Day provided such Payment Order shall be placed on the Business Day;

7.15.4.        other Payment Orders shall be executed within 4 (four) Business Days.

7.16.            MisterTango will be held liable for the proper and due execution of the Payment Order in accordance with these T&C and applicable law, unless MisterTango is aware that the Payment has been received by the payee’s payment services provider and can prove that. If the Payment Order was not executed or was executed not in timely and due manner and in accordance with these T&C, MisterTango shall be obliged:

7.16.1.        to refund MisterTango Payment Account with the amount of such Payment Order; and

7.16.2.        to restore balance in the Client’s MisterTango Payment Account to such extent as if the Payment has not been executed; and

7.16.3.        to ensure that the Client shall suffer no damages in relation to failure pay or receive (whatever may be the case) the interest on the certain term.

In the above event, MisterTango will use its best efforts to track such Payment and no fee will be applied for such retraction.

7.17.            If the Payment is initiated by the payee, MisterTango shall ensure transfer of the Payment request to the payer in timely and due manner. MisterTango shall be responsible to secure that the payee suffers no damages in relation to the late transfer of Payment request.

7.18.            If additional actions are required in relation to the Payment Order, including, but not limited to, correction of errors in the Client’s Payment Order, the Client shall be informed about such required additional actions by email at the address which has been indicated for the purpose of opening of MisterTango Payment Account. In the event the Client’s error in the Payment Order resulted in the rejection of such Payment Order, fee for such Payment Order shall be applied as it has been executed.   

7.19.            The Client’s Payment Order will be rejected if there are errors in the Client’s Payment Order and MisterTango is not able to correct such errors. In there is sufficient data to correct such errors, MisterTango shall be entitled, but not obliged, to do so by itself and execute the amended Payment Order. If the error in the Payment Order resulted in the rejection of such Payment Order, fee for such Payment Order shall be applied as it has been executed.

7.20.            By entering into the Agreement with MisterTango, the Client hereby consents to constantly monitor the balance of MisterTango Payment Account and ensure that the balance required for execution of the Client’s Payment Order is available upon placement of such Payment Order. MisterTango does not undertake to monitor the balance of MisterTango Payment Account and send the Client notifications in anyway in relation thereto.

7.21.            If the Client’s MisterTango Payment Account is seized or use of it suspended, the Client shall not be able to place Payment Order, placed Payment Orders shall not be executed.

7.22.            MisterTango shall be entitled to suspend the execution of the Client’s Payment Order if such is required under the applicable law or because of other reasons that MisterTango cannot control. 

7.23.            If Payment is initiated by the payee, such Payment shall only be executed once the Client (the payer) authorizes such Payment and the payee provided the payer with the respective information of such Payment in advance. If the Client authorised the Payment initiated by the payee and upon the authorisation of the Payment (a) the Client was not aware of the amount of the Payment and (b) amount of the exceeded the Client’s reasonable expectations, the Client may request for a refund of such Payment. The Client must submit the request for the refund within 8 (eight) weeks following the day of Payment.

7.24.            The Client must immediately inform MisterTango if MisterTango Payment Account has been credited with the funds that do not belong to the Client. The Client must not use such funds in any way irrespective of the reason such funds have been credited to MisterTango Payment Account. By executing the Agreement, the Client hereby irrevocably consents that such erroneous funds may be deducted from MisterTango Payment Account without the Client placing the Payment Order. If there is not sufficient amount of funds on MisterTango Payment Account, the Client must immediately, however, not later than within 5 (five) Business Days, credit the respective amount of funds to MisterTango Payment Account. Until the Client fulfils the foregoing obligation, MisterTango shall be entitled to freeze the remaining amount of funds on MisterTango Payment Account and suspend execution of the Client’s Payment Orders. If the Client does not credit MisterTango Payment Account with the respective amount of funds within 5 (five) Business Days, MisterTango shall be entitled to exercise other rights to retract such funds in accordance with the applicable law. By executing the Agreement, the Client hereby represents and warrants that the Client understands that in such an event the Client shall not only be obliged to return such funds, but also to reimburse any and all cost and/or damages suffered by MisterTango regarding retraction of such funds.

7.25.            If the Client’s Payment Order is refunded and MisterTango is not responsible for such a refund (e.g. Payment Order cannot be executed because of the erroneous Unique Identifier etc.), fees in relation to execution of such Payment Order will not be refunded and additional fees in relation to MisterTango Payment Account with the refund shall be applied. 

7.26.            If MisterTango is liable for non-execution or inappropriate execution of the Payment Order, no fees shall be applicable to such Payments.

7.27.            The Client must regularly monitor MisterTango Payment Account and review any and all transactions on MisterTango Payment Account, including, but not limited to the Client’s Payment Orders and Payments and inform MisterTango of any discrepancies on MisterTango Payment Account no later than 13 (thirteen) months following the day of the execution of the Payment by sending an email to support@mistertango.com

7.28.            MisterTango shall be entitled to outsource third party service providers in order to provide Services to the Client, including, but not limited to, to execute the Client’s Payment Orders. By executing the Agreement, the Client represents and warrants that the Client understands that execution of the Client’s Payment Order may be suspended by such third party and MisterTango shall not accept any liability in relation to such suspension, however, MisterTango shall put its effort to identify reasons of such suspension.

8.                  Authorisation

8.1.              All Payments must be authorized before their execution. Payments Orders are authorized by the Client authenticating the Payment Order by following the instructions provided by MisterTango.

8.2.              In order to authorize the Payment, the Client shall use its Personalized Security Features. In relation to the Personalized Security Features, the Client shall be obliged:

8.2.1.          to use Personalized Security Features following the instructions provided by MisterTango. If the Client fails to follow such instructions, the Client shall be responsible for any and all damages in relation thereto;

8.2.2.          to keep Personalized Security Features not accessible to third parties in any way. Client’s obligation to ensure safety of the Personalized Security Features also includes a duty to secure that not only the Personalized Security Features would not be lost, stolen or misappropriated in any other way, but also Personalized Security Features would not be available for copying or obtaining data required to access to authorize Payment Orders in any other way without physically obtaining them;

8.2.3.          immediately inform MisterTango about loss, theft or other misappropriation or unauthorised use of Personalized Security Features.

8.3.              MisterTango shall retain the right to block Personalized Security Features if it is required so for security reasons. Such blocking may be temporary or permanent. The Client will be informed on such blocking by issuing an email to the email address used to open MisterTango Payment Account, unless MisterTango is not entitled to do so under applicable law. Blocking shall be removed once the ground for it is expired.

8.4.              MisterTango shall retain the sole right to request the Client to perform additional actions to authenticate the Client’s Payment Order, i.e. such actions may be not directly indicated in MisterTango Payment Account. Should MisterTango employ such right, the Client shall be respectively instructed by email to the address used to register with MisterTango. Any and all authorizations performed on MisterTango Payment Account shall be deemed to be made by the Client and have the same legal effect as the wet signature fixed on the hard copy of the document. Such authorization shall be considered as the appropriate means of proof evidencing that the Payment has been authorized and in such case, the Client shall not be entitled to contest such Payment.

8.5.              In the funds were written off MisterTango Payment Account and the Client did not authorize such Payment, MisterTango shall be obliged as soon as practically possible, however, not later than until the end of the Business Day following the day when MisterTango became aware of such an unauthorised Payment to have been executed:

8.5.1.          to refund the Client with the amount of such unauthorised Payment; and

8.5.2.          to restore balance in MisterTango Payment Account to such extent as if the Payment has not been executed; and

8.5.3.          to ensure that the Client shall suffer no damages in relation to failure pay or receive (whatever may be the case) the interest on the certain term,

save for the cases when MisterTango has objective reasons to suspect Fraud, as defined in section 29 of this Agreement. In the latter case, MisterTango shall notify the supervisory authority Bank of Lithuania in writing on the reasons, which give ground for MisterTango to reasonably suspect Fraud.

8.6.              The Client must notify MisterTango on any and all unauthorized Payments on the Client’s MisterTango Payment Account in compliance with Art. 7.27.

9.                  Fees

9.1.              By executing the Agreement, the Client undertakes to settle for MisterTango Services in accordance with these T&C.  

9.2.              Fees applicable to the Client are available here. MisterTango shall be entitled to unilaterally change the applicable fees for the Services as set forth in Section 14. By executing the Agreement, the Client represents and warrants that the Client has familiarized himself/herself with the applicable fees and respective terms and conditions in relation thereto.

9.3.              The Client shall pay the Monthly Fee. The Monthly Fee shall be calculated for each calendar month and shall not be refundable. Such fee shall be deducted from MisterTango Payment Account. The Client is obliged to ensure that there is sufficient amount of funds to pay the Monthly Fee. Should there be insufficient amount to deduct the Monthly Fee, the use of MisterTango Payment Account shall be suspended until sufficient funds are credited to MisterTango Payment Account to pay the Monthly Fee. In the foregoing event, any and all damages suffered in relation to suspension of MisterTango Payment Account shall be borne by the Client. The Client shall be entitled to change the Payment Plan anytime. For the purpose of clarity, interest shall be applicable on the late payments of Monthly Fee.

9.4.              In order to change the Payment Plan, if that shall be possible, the Client must follow instructions provided in MisterTango Payment Account on Website or in the App.

9.5.              Any and all fees payable in relation to the Payment shall be indicated before the authorization of the Payment Order. By executing the Agreement, the Client authorizes MisterTango to deduct the fees applicable in relation to execution of Payment Orders for the term of the Agreement.

9.6.              Applicable fees shall be deducted upon execution of the Client’s Payment Order. The Client is obliged to ensure that there is sufficient amount of funds in the Client’s MisterTango Payment Account to pay the applicable fees in relation to the Payment Order placed. By executing the Agreement, the Client represents and warrants that the Client understands that MisterTango shall be entitled to reject the Client’s Payment Order if there is not sufficient amount of funds in MisterTango Payment Account.

9.7.              If for whatever reason MisterTango did not deduct the Monthly Fee or other applicable fee under the Agreement, MisterTango shall be entitled to do so within 1 (one) year following the day when the Monthly Fee was due or the day the Payment was executed or any other payments for the benefit of MisterTango was due.

9.8.              In the event of a failure to settle for MisterTango Services in timely and due manner as indicated in these T&C, the Client shall be obliged to pay default interest equal to 0.03% against the outstanding amount for each day until full and proper settlement with MisterTango.

10.               Rights and obligations

10.1.            MisterTango rights and obligations

10.1.1.        MisterTango shall be obliged to provide the Services in accordance with the Agreement and applicable law. 

10.1.2.        MisterTango shall be entitled:

10.1.2.1.    to request information, data and/or documents for the purpose of performance of the Agreement; 

10.1.2.2.    to deduct fees from MisterTango Payment Account in accordance with the terms and conditions of the Agreement;

10.1.2.3.    to suspend use of MisterTango Payment Account; and

10.1.2.4.    other rights indicated in the Agreement or the applicable law.

10.2.            The Client’s rights and obligations

10.2.1.        The Client shall be obliged:

10.2.1.1.    to use the Services in accordance with the terms and conditions of the Agreement and applicable law;

10.2.1.2.    not to open more than three MisterTango Payment Accounts unless MisterTango has authorised the Client otherwise;

10.2.1.3.    not to access MisterTango Services from anonymous IP addresses;

10.2.1.4.    not to submit false, misleading or inaccurate information, data or documents;

10.2.1.5.    not to use MisterTango Payment Account for illegal, unlawful or fraudulent activities;

10.2.1.6.    not to use MisterTango Payment Account for activities that may harm MisterTango brand and image;

10.2.1.7.    not to use MisterTango Payment Account for morally or ethically dubious purposes, or purposes which in any way violate applicable laws, rules and regulations;

10.2.1.8.    not to use MisterTango Payment Account for the benefit of third party;

10.2.1.9.    not hack, improperly access or interfere with MisterTango Bank and other software and/or applications (if any) required to provide Services to the Client;

10.2.1.10.  not to infringe MisterTango or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

10.2.1.11.  submit any and all information, data and/or documents requested by MisterTango for the purpose of provision of Services under the Agreement;

10.2.1.12.  not to disclose to any third party the Personalized Security Features issued for the purpose of use of MisterTango Payment Account. It is the Client’s obligation to familiarize each linked user of MisterTango Payment Account of such requirement. In the event, the Client fails to comply with this provision or the Client could, however, the Client did not, prevent transfer of such Personalized Security Features or committed such transfer deliberately or due to gross negligence, the Client shall assume full liability for the losses incurred and the Client undertakes to indemnify the losses of other persons, if any, if they have suffered damages due to the Client’s or the Client’s representative omission; and

10.2.1.13.  act fairly and to comply with the provisions of the Agreement (including, but not limited to these T&C).

10.2.2.        The Client shall be entitled to request MisterTango to provide Services within the terms and conditions under the Agreement. 

11.               Intellectual property rights

11.1.            MisterTango (or MisterTango third party vendor, as the case may be) shall be the owner of MisterTango Bank and other software and/or applications required to provide Services to the Client by MisterTango. Proprietary rights and other intellectual property rights that may be attached to MisterTango Bank and/or other software and any other application shall belong exclusively to MisterTango or the relevant third party.

11.2.            In relation to Art. 11.1 the Client shall not:

11.2.1.        make any copies of MisterTango Bank, other software and/or applications; nor

11.2.2.        modify, adapt, reverse engineer, decompile or disassemble, create derivative works of, publish, distribute or commercially exploit MisterTango Bank, other software and/or applications or any content of MisterTango Bank; nor

11.2.3.        remove any copyright or proprietary notices on MisterTango Bank, other software and/or applications; nor

11.2.4.        use, distribute or disclose confidential, personal or sensitive information within the content of MisterTango Bank, other software and/or applications without appropriate authority;

11.2.5.        make any unlawful or unauthorized use of MisterTango Bank, other software or other applications (including attempt to gain unauthorized access, introducing any computer virus or malware or inhibiting their operation).

11.3.            In the event of any of the above situations indicated in Art. 11.2.1, the Client shall be liable to reimburse any direct and indirect damage and losses of MisterTango and/or third party related to such event. Notwithstanding the foregoing, any such event shall constitute a material breach of the Agreement and shall grant MisterTango the right to immediately terminate this Agreement irrespective of the terms and conditions of the termination indicated in this Agreement and to block any access to MisterTango Payment Account, other software and/or applications if MisterTango shall consider that necessary to safeguard MisterTango or third party’s intellectual property and to avoid any further damages and losses of MisterTango and/or third party.

11.4.            The Client shall not be entitled to use MisterTango trademark without MisterTango written consent in advance. For the purpose of the Agreement, trademark shall be defined as MisterTango word and/or graphic mark.

12.               Use of personal data

12.1.            Any and all personal data in relation to the performance of the Agreement shall be processed in accordance with MisterTango Privacy Policy.

13.               Assignment

13.1.            MisterTango shall be entitled, without the Client’s prior consent, to assign the Agreement to a third party, whether in whole or in part. In such cases, the Agreement shall continue in force, without changes, with the new party entering instead of MisterTango as the contracting party. 

13.2.            The Client shall not be entitled to assign or in any other way transfer the Agreement or any rights thereunder to a third party, whether in whole or in part without MisterTango prior consent in writing.

14.               Changes to Agreement

14.1.            MisterTango shall be entitled to unilaterally amend the Agreement, including applicable Fees, with a 60 (sixty) days written notice, unless stated otherwise in the document to the Agreement. Shorter notice shall be given if quicker modifications to the Agreement shall be objectively justifiable. Shorter notice may be given, if such modification is in response to change of applicable law, requirements of public authorities, for security reasons or otherwise shall be objectively justifiable. Notwithstanding the foregoing, MisterTango reserves the right to not inform the Client on the changes that are favourable to the Client (e.g. reduction of fees) or are not of the material effect. For the purpose of this Agreement, grammar and style changes, amendment of the mistakes, paraphrasing, changing order of the sentences, articles or sections or introducing new wording aiming to better understanding of the provisions of the Agreement provided that none of the aforementioned changes in any way reduce or limit the Client’s rights or aggravate the Client’s situation shall be not be considered as having material effect.

14.2.            Notice regarding amendment of the Agreement shall be sent to the email at the address registered with MisterTango for the purpose of opening of MisterTango Payment Account.

14.3.            For avoidance of any doubt, the Client shall have no right to amend the Agreement unilaterally, which shall be in writing signed by both parties.

14.4.            In the event, the changes shall be made to the Agreement, such changes shall be considered to have been approved by the Client unless such changes disadvantage the Client and the Client, acting prior to the date of effectiveness of the changes, shall inform MisterTango that the Client shall not wish to be subject to the new terms of Agreement by issuing email to support@mistertango.com. For the sake of clarity, use of Services after new edition of the Agreement shall come into effect, shall be considered as the Client’s approval of the new edition of the Agreement (and the respective changes).

14.5.            If the Client shall inform MisterTango in writing that the Client does not wish to be subject to the new edition of the Agreement, the Agreement shall be considered terminated on the date on which the new version of the Agreement shall enter into force.

15.               Non-disclosure

15.1.            MisterTango and the Client shall be obliged to treat all information relating to the contractual relationship between MisterTango and the Client as confidential, irrespective of the form such information is obtained. The duty of confidentiality shall apply unless otherwise agreed in writing and in cases where the Party shall be required to disclose such information by law, regulation or a decision taken by the public authority, or where the information in question shall be already publicly available and this fact cannot be attributed to other Party’s breach of contract.

15.2.            MisterTango shall be entitled to disclose information about the Client to third parties, to the subcontractors and other companies, provided that such disclosure shall be required in order for MisterTango to fulfil its obligations under the Agreement.

15.3.            If the Agreement should cease to apply as a result of the Client’s material breach of the Agreement, or because the Client has facilitated or aided and abetted fraud, MisterTango may be obliged to report the Client to the respective authorities and such report shall not be considered as the breach of non-disclosure obligation.

15.4.            Section 15 shall apply during the term of this Agreement and shall continue to apply once the Agreement is terminated.

16.               Representations and warranties

16.1.            Each Party hereby represents and warrants to other Party that the following representations and warranties of the Party are true and correct in all aspects on the execution date of the Agreement and remain as such on date when the Agreement comes into force, as if made anew:

16.1.1.        Authorisations. The Party has full right, power and authority (including decisions and consents from its bodies, creditors and authorities) required to execute the Agreement and perform the obligations indicated herein and all such decisions and consents are valid and enforceable. The Agreement constitutes valid and binding obligation of the Party, enforceable in accordance with its terms.

16.1.2.        Non-conflict. Neither the execution of the Agreement nor the compliance by the Party with its terms and provisions will conflict with, or result in a breach or violation of any of the terms, conditions and provisions of (i) any permit, consent, decision, judgement, order, decree or ruling of any person, authority, organisation or dispute resolution body, to which the Party is subject; (ii) any transaction or commitment to which the Party is a party; or (iii) any applicable laws or laws of incorporation country;

16.1.3.        No proceedings. There is no claim, action, suit, proceeding, arbitration, investigation or hearing, pending or threatened, by or before any authority or dispute resolution body against the Party that might adversely affect the ability of the Party to perform its obligations under the Agreement;

16.1.4.        Capacity. The Party is (i) a duly established company and is not subject to bankruptcy, restructuring, insolvency, reorganisation, spin-off or liquidation under laws of incorporation country and no such bankruptcy, restructuring, insolvency, reorganisation, spin-off or liquidation is pending or threatened against the Party; or (ii) natural person acting in full capacity.

17.               Liability

17.1.            Liability, limitation of liability

17.1.1.        Notwithstanding any other provisions of these T&C that shall discuss the liability of MisterTango and limitation of liability, under no circumstances shall MisterTango be liable for any specific, indirect or incidental loss, operating losses, consequential damages, claims by third parties and/or lost data, profits, revenue, customers, goodwill or interest in any other circumstance. 

17.1.2.        Notwithstanding the foregoing and without thereby limiting liability, the Client shall indemnify MisterTango for any losses or claims, including claims for damages, and for any complaints, legal proceedings or expenses (including, within reasonable limits, lawyers’ fees), including but not limited to any fine or fee imposed on MisterTango as a result of the Client’s breach of and/or failure to comply with the Agreement and/or all relevant rules, regulations and legislation applicable to the Client. The foregoing shall apply irrespective of the Agreement being terminated.

17.1.3.        No limitation of liability shall be applicable if that shall not be allowed under the applicable law.

17.1.4.        MisterTango shall not be held liable for the following:

17.1.4.1.    for any Payment and loss in relation to such Payment that resulted from the Client’s failure to protect the Client’s log in to MisterTango Payment Account information and means required to authorize execution of the Payment (irrespective of the reason) or from loss, theft or misappropriate of MisterTango Payment Account or Personalized Security Features required to log in into MisterTango Payment Account or to authorize execution of the Payment or breach into MisterTango Payment Account and the Client did not immediately informed MisterTango of loss, theft or misappropriate of MisterTango Payment Account or Personalized Security Features;

17.1.4.2.    errors, delays, suspension of funds and discrepancies that occurred by third parties beyond MisterTango control;

17.1.4.3.    breach of any MisterTango obligations caused by third parties beyond MisterTango control;

17.1.4.4.    for any consequences resulting from the termination of the Agreement, suspension of Services or delay of Payment by MisterTango if MisterTango acted in accordance of the Agreement and applicable law;

17.1.4.5.    for breach of the Agreement and/or any and all damages that occurred because of MisterTango compliance with the applicable law and/or court order and/or order by other state authorities.

17.1.5.        The Client may suffer up to EUR 50 (fifty euro) damages for an authorized Payment in the case such damages are suffered in relation to loss, theft or misappropriate of the Personalized Security Features.

17.1.6.        The Client shall suffer no damages for an unauthorized Payment in the following cases:

17.1.6.1.    the Client could have not noticed loss, theft or misappropriate of the Personalized Security Features until execution of an unauthorized Payment, unless the Client acted unfair;

17.1.6.2.    MisterTango shall be liable for an unauthorized Payment.

17.1.7.        Any and all damages shall be suffered by the Client in relation to unauthorized Payments arising because of failure to:

17.1.7.1.    comply with the rules of use of the Client’s Personalized Security Features resulting from the Client’s wilful misconduct or gross negligence or the Client acting unfair;

17.1.7.2.    inform MisterTango immediately on loss, theft or misappropriate of the Personalized Security Features as soon as practically possible;

17.1.7.3.    follow MisterTango instructions regarding protection of the Client’s Personalized Security Features,

shall be borne by the Client.

17.2.            Force Majeure

17.2.1.        Notwithstanding the foregoing, MisterTango shall not be liable for losses incurred as a result of failure to comply with its obligations in connection with circumstances beyond MisterTango’ control. Even in areas where stricter liability rules prevail, MisterTango cannot be held responsible for losses incurred as a result of:

17.2.1.1.    failure of IT systems, inability to access IT access, damage to the data maintained in the IT systems as a result of any of the reasons listed below, irrespective of whether MisterTango or a third party is responsible for the operation of such systems,

17.2.1.2.    a power supply failure or failure in MisterTango’ telecommunications systems, legislative or administrative interventions, natural disasters, war, revolution, civil unrest, sabotage, terrorism or vandalism (including virus attacks and computer hacking),

17.2.1.3.    strikes, lockouts, boycotts or blockades, regardless of whether the conflict is directed against or was started by MisterTango or by MisterTango’ organisation, and regardless of the cause of such conflict. The foregoing also applies if the conflict only affects portions of MisterTango and other circumstances that are beyond MisterTango’ control.

17.2.2.        MisterTango’ exemption from liability in the event of force majeure does not apply if:

17.2.2.1.    at the date of the Agreement MisterTango should have foreseen the circumstances giving rise to the loss, or if MisterTango should have been able to avoid or overcome the cause of the loss or consequences thereof by taking appropriate commercial precautions;

17.2.2.2.    the legislation under all circumstances makes MisterTango liable for the circumstances giving rise to the loss.

18.               Suspension of MisterTango Payment Account

18.1.            MisterTango shall be entitled to suspend MisterTango Payment Account in the following cases:

18.1.1.        the Client fails to submit to MisterTango requested information, data and/or documents within time indicated in such a request;

18.1.2.        the Client fails to settle with MisterTango in timely and due manner in accordance with the terms and provisions of the Agreement;

18.1.3.        the Client has negative balance on MisterTango Payment Account;

18.1.4.        MisterTango has reasonable doubts regarding origin of the funds on MisterTango Payment Account;

18.1.5.        MisterTango has reasonable doubts regarding Payment Order (i.e. its reasonability, purpose, legality etc.);

18.1.6.        MisterTango has reasonable grounds to suspect that money laundering or terrorist financing has been or is intended to be carried out via MisterTango Payment Account;

18.1.7.        MisterTango becomes aware of the theft, loft or misappropriate of the Client’s Personalized Security Features granting access to MisterTango Payment Account;

18.1.8.        MisterTango has reasonable ground to believe that MisterTango Payment Account is being used by other persons rather than the Client;

18.1.9.        the Client uses MisterTango Payment Account in such a way that requires prior approval of MisterTango of such way of use;

18.1.10.     MisterTango becomes aware of any other circumstances which may prevent the Client from proper fulfilment of the Client’s obligations under the Agreement;

18.1.11.     the Client’s use of MisterTango Payment Account contradicts provisions of the Agreement and/or applicable law; and

18.1.12.     MisterTango is obliged to do so in accordance to the applicable law.

18.2.            The above list is not exhaustive and MisterTango shall be entitled to suspend the Client’s use of Services on any other ground if MisterTango shall see it necessary to protect interests of the Client and/or MisterTango and/or clients’ of MisterTango and/or the Client. In any case, MisterTango has the right to suspend MisterTango Payment Account for a period of 90 (ninety) days with the right to extend it for the same period the unlimited number of times. Suspension of use of Services shall be removed once the ground for such limitation shall extinct. In certain cases, depending on the grieve of situation, the above circumstances may result in unilateral termination of the Agreement by MisterTango with an immediate effect.

18.3.            Depending on the reason that led to the suspension, MisterTango may explain circumstances in relation to the suspension of MisterTango Payment Account and respectively provide the Client with instructions how to cure the situation at hand, unless MisterTango shall not be entitled to do so under the applicable law.

18.4.            MisterTango shall not be held responsible for any of the Client’s loss or damages suffered by the Client in relation to suspension on use of Services provided MisterTango had a grounded reason to suspend the Client’s use of the Services.

19.               Termination

19.1.            The Agreement shall come into effect on its execution and shall remain as such until terminated in accordance with the terms and conditions of the Agreement. 

19.2.            The Client shall be entitled to terminate the Agreement within term of 30 (thirty) calendar days following the date of the Agreement with no additional cost. If the Client is willing to terminate the Agreement as indicated herein in this Article, the Client must submit MisterTango notification of waiver either by email. At least the following information must be indicated in the notification of waiver: the Client’s name, last name, personal code (if assigned), date of birth, citizenship, residence address and date and number of the Agreement and it must be signed. Failure to comply with the requirements for the notification of waiver shall result in rejection of such notification of waiver. The Client are solely responsible for indicating the required data and information and making sure that such data is correct and accurate. The Client understands that failure to do so may result in maturity of the term during which the Client can exercise the right to waive of the Agreement. By executing the Agreement, the Client represents and warrants that the Client understands that in the event of termination of the Agreement in accordance with this provision, the Client will not be refunded with any fees that the Client has paid to MisterTango under the Agreement for the Services that have been provided for the Client before the receipt of the notification of waiver. 

19.3.            The Client shall be entitled to terminate the Agreement anytime by servicing a written termination notice by email at least 30 (thirty) days in advance.

19.4.            MisterTango shall be entitled to terminate the Agreement by servicing the Client a written termination notice by email at least 60 (sixty) days in advance. 

19.5.            MisterTango shall be entitled, with an immediate effect, to terminate the Agreement if:

19.5.1.        at the day of the Agreement, the Client provided inaccurate or incomplete information about the Client of which MisterTango was not and was not able to be aware of and if MisterTango was aware of such circumstances to exist before the or on the day of the Agreement, MisterTango would have not executed the Agreement;

19.5.2.        there is a major change in the Client’s circumstances, to the extent that if such circumstances existed before the or on the day of the Agreement, the Agreement would have not been executed;

19.5.3.        the Client failed to provide information regarding changes after execution of the Agreement;

19.5.4.        the Client poses too high risk of money laundering and/or terrorist financing;

19.5.5.        the Client is in material breach of the Agreement;

19.5.6.        the Client’s breach of the Agreement continues, and such breach is not cured by the Client within the time limit specified in writing by MisterTango;

19.5.7.        the Client’s activities shall include illegal or unlawful activities;

19.5.8.        the Client becomes subject to debt collection action or shall be entered in debtors’ register;

19.5.9.        in MisterTango opinion, the Client’s activities or actions shall be damaging or may damage the image/reputation of MisterTango;

19.5.10.     the Client is included or becomes included during the term of this Agreement in the sanctions list;

19.5.11.     MisterTango becomes aware of the Client’s

19.5.12.      bankruptcy or death;

19.5.13.     MisterTango is required to do so in accordance to the applicable law.

19.6.            The Client shall be liable to reimburse any and all MisterTango’ direct and indirect damages and losses that were suffered regarding termination of the Agreement on any of the grounds indicated in Art. 19.5.

19.7.            If the Agreement is terminated, money held on the Client’s MisterTango Payment Account shall be transferred to the Client’s bank account or to the account in another electronic payment system indicated by the Client. MisterTango shall be entitled to deduct from MisterTango Payment Account amount payable by the Client to MisterTango, state authorities or third parties, any and all outstanding penalties, damages, losses and other amounts that MisterTango has suffered or paid due to the Client’s fault. Should there were not sufficient funds on MisterTango Payment Account, the Client undertakes to credit the Client’s MisterTango Payment Account with the respective amount of funds without undue delay, however, not later than within 5 (five) Business Days following MisterTango request in writing. In case MisterTango fails to repay the money to the Client due to reasons beyond the control of MisterTango, the Client shall be notified thereof immediately. The Client shall immediately indicate another account or provide additional information necessary to repay the money (execute a Payment).

19.8.            Termination of the Agreement shall not release the Client from the proper fulfilment of all liabilities that arose before the termination of the Agreement.

19.9.            Even if the Agreement is terminated, it shall remain valid in respect of outstanding claims at the time of the Agreement’s expiry.

20.               Notification on Fraud and Security Threats

20.1.            In the event of misappropriate of data related to provision of Services, suspected or executed Fraud or Security Threat, the Client will be informed by MisterTango by email at the address registered with MisterTango for the purpose of opening of MisterTango Payment Account, by phone and/or other telecommunication facilities. In order to properly identify the Client, MisterTango may ask the Client to provide MisterTango with the data known to MisterTango. In the event, the Client was informed on Fraud and/or Security Threat by phone call, such phone call shall be recorded. MisterTango shall be entitled to suspend the use of MisterTango Payment Account and execution of the Client’s Payment Orders or Payments during the time that MisterTango shall require to clarify if there was no Fraud executed and/or Security Threats.

20.2.            For the purpose of the Agreement, Fraud shall be defined as:

20.2.1.        an unauthorized Payment, including, but no limited to, resulting from the loss, theft, or misappropriation of the Personalized Security Features or other sensitive payment data, regardless of detectability or root cause;

20.2.2.        the Payments, Payment Orders which were placed and authorized by the Client that acted unfair and was misrepresented, regardless of intent;

20.2.3.        the Payments executed as a result of the Client being manipulated.

20.3.            For the purpose of the Agreement, Security Threat shall be defined as the risk of inadequate or insufficient internal processes or external events that have or may have a negative impact on the availability, integrity and confidentiality of information and communication technology (ICT) systems and / or payment service information. This includes the risks associated with cyber attacks or insecurity.

21.               Communication

21.1.            To communicate with MisterTango, the Client may send an email to the address support@mistertango.com or a message via Freshdesk here. The Client will be serviced a reply to the Client’s email address used to register with MisterTango. The Client is obliged to check that email constantly.

21.2.            All communication will be conducted in English or Lithuanian.

21.3.            When the applicable law requires MisterTango to provide the Client with information on a durable medium, MisterTango will send the Client an email to the Client’s email address used to register with MisterTango.

22.               General

22.1.            Language. The Parties hereby agree that the language of the Agreement shall be English.

22.2.            Entire Agreement. This Agreement shall contain the entire agreement between the Parties hereto with respect to the relationship contemplated herein, and all prior negotiations, representations, agreements and understandings are merged into, extinguished by and completely expressed by it. The Parties shall execute any other instruments or documents or perform any other acts that shall be or may be necessary to effectuate and carry on the purposes set forth in this Agreement.

22.3.            Sub-contraction. MisterTango shall be entitled to sub-contract any third party for the purposes of provision the Services under this Agreement. Notwithstanding the foregoing, MisterTango shall remain liable to the Client regarding proper provision of the Services under this Agreement.

22.4.            Waiver. Any failure or delay by any Party in exercising any right or remedy in one or many instances shall not prohibit a Party from exercising it at a later time or from exercising any other right or remedy. No part of this Agreement may be waived, modified, amended, or supplemented in any manner whatsoever except by a written document signed by authorized officers of the Parties.

22.5.            Invalidity. If any provision of this Agreement shall be found by any court or legal authority to be invalid, unenforceable or illegal, the other provisions shall remain valid and in force and, to the extent possible, the provision shall be modified to ensure it is valid, enforceable and legal whilst maintaining or giving effect to its commercial intention.

22.6.            Effect. All provisions of this Agreement which by their nature shall be intended to continue shall survive termination, including terms relating to exclusions and limitations of MisterTango’ liability, intellectual property restrictions and reimbursement of damages.

22.7.            Accrue rights. Termination of this Agreement or the Services shall not affect accrued rights and obligations of MisterTango and the Client except unless such rights were accrued unlawfully or in breach of this Agreement.

22.8.            Enforceability. No provisions of this Agreements shall be intended to be enforceable by any other person other than the Parties of this Agreement.

22.9.            Governing law. This Agreement shall be governed by the Lithuanian law and Lithuanian courts shall have jurisdiction to hear any disputes arising out of or in connection to this Agreement.

22.10.         Counterparts. This Agreement may be executed in counterparts, all of which taken together will constitute one single agreement between the Parties.

22.11.         Titles and Subtitles. Titles and subtitles used in this Agreement shall be used for convenience only and shall not be considered in the interpretation of this Agreement.

22.12.         Conflict. In the event of any conflict and/or discrepancy between these T&C and the Special T&C, the Special T&C shall prevail. In the event of any conflict and/or discrepancy between these T&C and the Website T&C, these T&C shall prevail. 

22.13.         Further Assurances. The Client shall execute and deliver such other instruments and documents, and take such other actions, MisterTango reasonably requests or as are necessary or appropriate to evidence or effect the transactions contemplated by this Agreement.

23.               Hearing of Complaints

23.1.            If the Client is of the opinion that the Client’s rights and/or interests related to the Agreement and/or MisterTango Services have been violated, the Client can submit the complaint to MisterTango. All information on how to submit a complaint and how your complaint shall be handled, including, but not limited to, the terms of handling of the complaint shall be available in the following link here.

23.2.            If you are a consumer and you are unsatisfied with our response, you may apply to the Lithuanian financial supervisory authority Bank of Lithuania (Žirmūnų str. 151, 09128 Vilnius, Lithuania; https://www.lb.lt//lt/daugiau-apie-gincius-su-finansiniu-paslaugu-teikeju#ex-1-2 or by email info@lb.lt, pt@lb.lt)) regarding settlement of a dispute. The application must be submitted in Lithuanian language. You may also apply through E-Gorvenment gateway under the link: https://www.epaslaugos.lt/portal/login.

1.  Definitions and interpretation

1.1. Definitions

1.1.1.     The following capitalized definitions when used in this Agreement shall have the following meanings:

1.1.1.1.       Agreement has the meaning set out in Art. 2.2;

1.1.1.2.       App has the meaning of MisterTango application developed by MisterTango for the Clients to be able to use MisterTango Services on their mobile devices;

1.1.1.3.       Business Day has the meaning any day except Saturday, Sunday and public holiday in Lithuania;

1.1.1.4.       Client has the meaning of the natural person of legal entity holding MisterTango Business Payment Account or MisterTango Business Payment Account with MisterTango;

1.1.1.5.       Commission fee – a fee charged by MisterTango for a Payment transaction and (or) related services.

1.1.1.6.       Electronic money (also referred to as funds in these General Payment Ser) has the meaning of electronically stored value corresponding to the par value of the funds stored in MisterTango clients’ bank account represented by a claim against MisterTango;

1.1.1.7.       Fraud has the meaning set out in Art. 20.2;

1.1.1.8.       Linked User has the meaning of MisterTango Client (natural person) who has been added to MisterTango Business Payment Account by the Owner of MisterTango Business Payment Account;

1.1.1.9.       MisterTango has the meaning of MisterTango, UAB, a limited liability company organized and existing under the laws of the Republic of Lithuania, company code 303262295, having its registered office at Perkūnkiemio str. 2, Vilnius, Lithuania and holding unlimited electronic money institution license No 11 issued by the Lithuanian financial supervisory authority Bank of Lithuania (Žirmūnų str. 151, 09128 Vilnius, Lithuania;  email: info@lb.lt, pt@lb.lt),  as of 13 July 2017 (https://www.lb.lt/en/sfi-financial-market-participants/mistertango-uab);  

1.1.1.10.    MisterTango Bank has the meaning of IT solution used to provide Services to the Client under the Agreement;

1.1.1.11.    MisterTango Business Payment Account has the meaning of the payment account opened by MisterTango to the Client (legal person) in order to use MisterTango Services for business needs;

1.1.1.12.    MisterTango Payment Account has the meaning of the payment account opened by MisterTango to the Client (natural person) in order to use MisterTango Services for personal needs; 

1.1.1.13.    Monthly Fee has the meaning of the amount of funds payable by the Client to MisterTango each month for the use of MisterTango Services. Monthly Fee is calculated against the Payment Plan assigned to the Client;

1.1.1.14.    Owner of MisterTango Business Payment Account has the meaning of MisterTango Client (natural person) who has initiated opening of MisterTango Payment Account;

1.1.1.15.    Personalized Security Features has the meaning of personalized one time code send by SMS or email send by MisterTango to each Linked User to MisterTango Business Payment Account for the purpose of accessing MisterTango Business Payment Account and/or authorising Payment Orders. MisterTango shall be entitled decide on the type of Personalized Security Features to be issued and may change it at any time necessary;

1.1.1.16.    Parties has the meaning of MisterTango and the Client;

1.1.1.17.    Payment has the meaning of an act, initiated by the payer or on his behalf or by the payee, of placing, transferring or withdrawing Electronic Money, irrespective of any underlying obligations between the payer and the payee;

1.1.1.18.    Payment Order has the meaning of an instruction by a payer or payee to its payment service provider requesting the execution of a Payment;

1.1.1.19.    Payment Plan has the meaning of fees payable by the Client to MisterTango for MisterTango Services;

1.1.1.20.    Recurring Transfer has the meaning of Payments to be executed on regular intervals indicated by the Client in advance;

1.1.1.21.    Security Threat has the meaning set out in Art. 20.3;

1.1.1.22.    Services has the meaning of services provided by us to the Client under the Agreement. MisterTango will provide to the Client the following services:

(a)                opening of MisterTango Business Payment Account with a dedicated IBAN. MisterTango Business Payment Account enables the Client with an extensive range of services to support the Client’s daily financial operations, including:

(i)                 execution of direct debits, including one-off direct debits;

(ii)                execution of payment transactions through a payment card or similar device;

(iii)              execution of credit transfers, including standing offers;

(b)                issuance of Electronic Money to MisterTango Business Payment Account (and respectively withdrawal from);

1.1.1.23.    T&C has the meaning of the terms and conditions set out herein and which forms a part of the Agreement;

1.1.1.24.    Unique Identifier has the meaning of a combination of letters, numbers or symbols specified to the payment services user by the payment services provider and to be provided by the payment services user to identify unambiguously another payment services user and/or the payment account of that other payment services user for the Payment or an email of other MisterTango client when the Payment is initiated within MisterTango Bank;

1.1.1.25.    Website has the meaning of the website available at https://mistertango.com/en/.

1.2.              Interpretation

1.1.2.          References to Sections and Articles, unless stated or the context required otherwise, shall be construed as references to Sections and Articles of these T&C.

1.1.3.          References to Schedules, Annexes unless stated or the context required otherwise, shall be construed as references to Schedules and Annexes of these T&C.

1.1.4.          References to legal acts (if any) shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such legal act.

1.1.5.          In these T&C:

1.2.1.1.       words importing the masculine gender include the feminine and the neuter and vice versa;

1.2.1.2.       words in the singular include the plural and vice versa;

1.2.1.3.       references to persons shall include legal persons, unincorporated associations and partnerships, in each case whether or not having a separate legal personality;

1.2.1.4.       words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

2.                  Scope of T&C 

2.1.              Together with Privacy policy and other documents (if any), these T&C shall govern provision of MisterTango Services to the Client. 

2.2.              In addition to these T&C, the Agreement with MisterTango includes Payment Plans Schedule (here) and any other annexes, appendices or schedules entered into between the Client and MisterTango. The Client can obtain the documents to the Agreement online. The Client will be able to download and save documents to the Client’s device. In certain case, the Agreement or separate document to the Agreement will be sent by email to the address registered with MisterTango for the purpose of opening of MisterTango Business Payment Account.

2.3.              The Client may only use the Client’s Business Payment Account in relation to the Client’s business, products or services that MisterTango have been informed about before entering into the Agreement with the Client and MisterTango have approved of such business, products and/or services. Should the Client intend to start using MisterTango Business Payment Account for other business, products and/or services or for other purposes, the Client must inform MisterTango in accordance with these T&C and obtain MisterTango prior written approval in relation to such use. Failure to do so shall be considered as the material breach of the Agreement and shall be subject to unilateral termination with an immediate effect of this Agreement.

3.                  MisterTango Business Payment Account

3.1.              MisterTango Business Payment Account is a payment account that enables the Client to send and receive Payments, as well as to use other functionalities available in MisterTango Business Payment Account. MisterTango Business Payment Account is not a bank account. Electronic Money held in MisterTango Business Payment Account does not constitute a deposit and MisterTango will pay no interest for holding it.

3.2.              By executing the Agreement, the Client hereby acknowledges that the Lithuanian deposit guarantee scheme (in accordance with the Law on Insurance of Deposits and Obligations to Investors of the Republic of Lithuania) does not apply to MisterTango Business Payment Account. MisterTango strictly adheres to the legal requirements under the European Union law and Lithuanian laws that are designed to ensure the safety and liquidity of the funds deposited for issuance of Electronic Money. In the unlikely event that MisterTango becomes insolvent, the Client’s Electronic Money may become valueless and unusable, and as a result the Client may lose the Client’s Electronic Money. 

3.3.              The Client’s funds transferred for the issuance of Electronic Money are safeguarded in accordance with the Law on Electronic Money and Electronic Money Institutions of the Republic of Lithuania. The Client shall retain the ownership of the funds transferred for the issuance of Electronic Money. In the unlikely event if MisterTango becomes insolvent, the Client’s funds transferred for the issuance of Electronic Money shall be protected against any claims of the creditors. The Client shall bear no losses in such situation.

3.4.              Electronic Money in MisterTango Business Payment Account belongs to the Client. No other person shall have any rights to MisterTango Business Payment Account and/or Electronic Money issued to MisterTango Business Payment Account.

3.5.              MisterTango Business Payment Account may only be opened by the Client (natural person). To open MisterTango Business Payment Account, the Client’s (legal person’s) representative must first open his/her MisterTango Payment Account and following the instructions within his/her MisterTango Payment Account, initiate opening of the Client’s MisterTango Business Payment Account. As part of the signup process the Client will have to accept these T&C and Privacy Policy and any other documents that may be necessary, taking into consideration the scope of Services the Client intends to use.

3.6.              The Client may only open MisterTango Business Payment Account if it is legal to do so in the Client’s country of registration. By opening MisterTango Business Payment Account the Client represents and warrants to MisterTango that opening of MisterTango Business Payment Account does not violate any laws or regulations applicable to the Client. By accepting these T&C, the Client undertakes to indemnify MisterTango against any losses MisterTango incurs in connection with the Client’s breach of obligation.

3.7.              The Client may top up or withdraw Electronic Money from MisterTango Business Payment Account within the terms and conditions of these T&C.

3.8.              The Client is entitled to open not more than 3 (three) MisterTango Business Payment Accounts. MisterTango discourages the Client from attempting to circumvent this provision, e.g. by trying to open a fourth MisterTango Business Payment Account. Such attempt will be considered as an attempt of fraud and shall result in termination of the business relationship between MisterTango and the Client and respectively of closing of all the Client’s MisterTango Business Payment Accounts that have been opened with MisterTango.

 

3.9.              The Client’s representative (who initiated opening of MisterTango Business Payment Account) shall be entitled to link other Linked Users to MisterTango Business Payment Account and to determine scope of rights within MisterTango Business Payment Account. Taking the foregoing into consideration, the Client is solely responsible to ensuring that each Linked User is assigned with correct amount of rights in respect to MisterTango Business Payment Account. Any and all damages in relation to misuse of MisterTango Business Payment Account because of incorrect assignment of the rights shall be borne solely by the Client. Each Linked User assigned with full scope of rights to MisterTango Business Payment Account shall be entitled to add other Linked Users.

3.10.            For the purpose of clarity, if the linked user to MisterTango Business Payment Account transfers his/her login details required to access MisterTango Business Payment Account to a third party, any and all actions performed on MisterTango Business Payment Account shall be considered as to have been performed by the Client and to correspond to the Client’s will. In the event, the Client and/or MisterTango suffers any damages in relation thereto, such damages shall be borne by the Client and the Client shall be obliged to fully reimburse damages suffered by MisterTango.

4.                  Term of issuance and redemption of Electronic money

4.1.              Money held on the MisterTango Business Payment Account is considered Electronic money, which MisterTango issues after the Client transfers or deposits money to his/her MisterTango Business Payment Account. After the Client deposits or transfers money to his/her MisterTango Business Payment Account and MisterTango receives the money, MisterTango credits it to the Client’s account, at the same time issuing Electronic money at the nominal value. The Electronic money is credited to and held on the Client’s MisterTango Business Payment Account.

4.2.              The nominal value of Electronic money coincides with the value of money deposited or transferred to the MisterTango Business Payment Account after deduction of a standard Сommission fee applicable to a particular payment mean. 

4.3.              At the request of the Client, Electronic money held on his/ her MisterTango Business Payment Account shall without undue delay be redeemed at their nominal value at any time.

4.4.              The Client submits a request for redemption of Electronic money by generating a Payment Order to transfer Electronic money from his/ her MisterTango Business Payment Account to any other account specified by the Client or withdraw Electronic money from his/her MisterTango Business Payment Account in accordance with Art. 6.3. MisterTango has the right to apply limitations for the redemption of Electronic money specified in this Agreement and applicable laws.

4.5.              No specific conditions for redemption of Electronic money that would differ from the standard conditions for transfers and other Payment operations performed on the MisterTango Business Payment Account shall be applied. The amount of redeemed or transferred Electronic money is chosen by the Client.

4.6.              No additional fee for Electronic money redemption is applied. In the event of redemption of Electronic money, the Client pays the usual Commission fee for a money transfer or withdrawal, which depends on the method of Electronic money transfer or withdrawal chosen by the Client. Standard MisterTango Commission fees for money transfer or withdrawal are applied.

5.                  General requirements applicable to the Client

5.1.              General

5.1.1.          By executing the Agreement, the Client hereby confirms that the Client understands that execution of the Agreement shall be subject to the results of the Client’s assessment, including, but not limited to, the Client’s AML/KYC assessment, to be carried out by MisterTango before the execution of the Agreement.

5.1.2.          By executing the Agreement, the Client confirms that the Client understands that MisterTango shall be entitled to request the Client to provide information required to assess the Client’s risk and/or information required for MisterTango to fulfil its obligations under the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania. The Client hereby confirms that the Client understands that MisterTango shall have the sole discretion to request the Client to provide additional information, i.e. not indicated in these T&C or other documents to the Agreement or in the questionnaires the Client will have to fill in for the purpose of opening of MisterTango Business Payment Account, if such information shall be required to perform the Client’s assessment or to fulfil MisterTango obligations under the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania and thus, the Client must to submit such information without a delay, within a term specified by MisterTango in the request for such additional information. Failure to meet the foregoing requirement and remedy it within the additional term indicated by MisterTango in writing will be considered as the material breach of the Agreement and will be subject to unilateral termination with an immediate effect of the Agreement by MisterTango.

5.1.3.          By executing the Agreement, the Client represents and warrants to MisterTango that the submitted documents, data and/or information are true and correct in all aspects on the date of this Agreement and shall remain as such on each day of the Agreement.

5.1.4.          By executing the Agreement, the Client undertakes to inform MisterTango in writing of any change in the circumstances submitted to MisterTango for the purpose of opening of MisterTango Business Payment Account. In relation to the foregoing, the Client must inform on the following changes in:

5.1.4.1.       control of the Client;

5.1.4.2.       ownership of 25% or more in the Client or in the Client’s share capital;

5.1.4.3.       the Client’s managing director (managing directors);

5.1.4.4.       the Client’s documents submitted to MisterTango for the purpose of establishment of the Client’s identity or assessment of the Client’s risk. For the purpose of clarity, adoption of new documents with the effect to the Client’s management shall also fall under this Article; 

5.1.4.5.       the Client’s legal form;

5.1.4.6.       the Client’s business; 

5.1.4.7.       Client’s contact details;

5.1.4.8.       the Client’s financial standing that may affect the Client’s ability to perform the Agreement or to perform the Client’s obligations under other agreements that the Client is party to;

5.1.4.9.       the ultimate beneficial owners; and

5.1.4.10.    any other change in the Client’s circumstances of relevance to the Agreement.

5.1.5.          The above list is not exhaustive. Should the Client be of the opinion that the change that has occurred may have a material effect on performance of the Agreement, however, is not listed above, the Client must inform MisterTango on such change.

5.1.6.          The Client undertakes to inform MisterTango on such changes as soon as the Client becomes aware of them, however, not later than 5 (five) Business Days upon occurrence of such change. The Client hereby represents and warrants that the Client understands that such changes may result in a risk re-assessment and/or new additional requirements and/or restrictions or limits that would require amendment of the Agreement or may be subject to the termination of the Agreement.

5.1.7.          Taking into consideration Art. 5.1.4, any change in the circumstances must be submitted in writing, in a form satisfactory to MisterTango (as set forth in these T&C) at the email address support@mistertango.com. If the Client fails to meet the form requirement, it shall be considered that the Client has failed to meet the Client’s obligations under Art. 5.1.4 of these T&C and such failure shall be considered as the material breach of the Agreement and shall be subject to unilateral termination with an immediate effect of the Agreement by MisterTango.

5.2.              AML/KYC requirements

5.2.1.          As electronic money institution, holding an unlimited license issued by the Lithuanian financial supervisory authority Bank of Lithuania, MisterTango shall be obliged to comply with the requirements of the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania. Therefore, by fulfilling the requirements under the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania, MisterTango will establish the Client’s identity before the execution of the Agreement for the purpose of the foregoing law.

5.2.2.          MisterTango shall be entitled to request and the Client shall be obliged to submit information, data and documents, as well as to fill in questionnaires submitted by MisterTango to the Client and/or perform other actions that may be required to establish the Client’s identity to comply with the applicable law. MisterTango shall retain the right to re-establish the Client’s identity at any time during the term of the Agreement and in connection to that, to request to submit to MisterTango additional information, data and/or documents, fill in documents and/or perform actions. Failure to comply with this requirement or the negative result of such re-establishment of the identity shall be subject to termination of this Agreement with an immediate effect.

5.2.3.          MisterTango shall be entitled to request the Client to submit to MisterTango information, data and/or documents regarding the Client’s Payments performed on MisterTango Business Payment Account in order to justify such Payments. Failure to comply with this requirement may result in suspension of MisterTango Services to the Client or may be subject to termination of this Agreement with an immediate effect by MisterTango.

5.3.              Requirements regarding documents submitted by the Client

5.3.1.          The Client must submit duly certified copies of the documents required to establish the Client’s identity following the instructions provided by MisterTango. Notwithstanding the foregoing, MisterTango shall retain the right to request to provide the hard copy of the document if MisterTango shall have any doubts regarding validity and/or legality of the document.

5.3.2.          The documents or their copies must be of high resolution, all information must be clear and visible, there must be no amendments, deletions on the original of the document and its copy thereof. The documents or their copies that are issued outside the Republic of Lithuania must be duly authorized and legalized as required under Lithuanian law.

5.3.3.          All documents (and such documents containing information) submitted by the Client to MisterTango shall be considered as true, effective and accurate on the day of the Agreement and shall remain as such on each day of the Agreement.

5.3.4.          All documents must be submitted in English or Lithuanian language unless otherwise agreed with MisterTango in advance. In the event, translation of the documents shall be required, the translation must be duly authorized by the signature of the translator. All translation cost shall be borne by the Client.

5.3.5.          In the event, the Client fails to submit the documents that meets the above requirements, MisterTango shall be entitled to refuse to accept such documents and shall not take into consideration the information consisting such documents. If the Client fails to cure such shortages within the term indicated by MisterTango in writing and such failure poses too high risk to MisterTango (i.e. it is not possible to attribute the Client to higher risk group or it is not possible to establish the Client’s identity), MisterTango shall be entitled to terminate the Agreement with immediate effect.

6.                  Using MisterTango Business Payment Account

6.1.              General

6.1.1.          MisterTango Business Payment Account may only be accessed via each Linked User’s MisterTango Payment Account. Each Linked User to MisterTango Business Payment Account must take all reasonable steps to keep username and password of MisterTango Payment Account safe at all times and never disclose it to any third parties. MisterTango personnel will never ask to disclose the password to MisterTango or to any third party. If the Linked User receives a request to disclose the password or other login information anywhere else than on the Website or the App, the Linked User must not disclose the password or other login information for any reason and must immediately report such incident to MisterTango. Such report can be submitted by email to the address support@mistertango.com.  

6.1.2.          MisterTango recommends to Linked Users to change password to MisterTango Payment Account regularly in order to reduce the risk of a security breach in MisterTango Business Payment Account. MisterTango also recommends not to choose a password that can be easily identified from the information someone might know or gather about the Client or Linked Users or a password that has a meaning. The Client (Linked Users) must never allow anyone to access MisterTango Business Payment Account or have anyone watching accessing MisterTango Business Payment Account.

6.1.3.          If the Client has any indication or suspicion of MisterTango Business Payment Account, login details, password or other Personalized Security Features being lost, stolen, misappropriated, used without authorization or otherwise compromised, the Client is advised to change the password immediately and inform MisterTango in relation thereto. Any undue delay in notifying MisterTango may not only affect the security of MisterTango Business Payment Account but may result in the Client being liable for losses incurred as a result. If the Client suspects that MisterTango Business Payment Account has been accessed by a third party, the Client should also contact local police and report the incident.

6.1.4.          The Client must take all reasonable care to ensure that the Client’s email used to register with MisterTango is secure and can only be accessed by the Client, as the Client’s email address will be used to communicate with the Client. In case email address registered with MisterTango Business Payment Account during the term of MisterTango and the Client’s relationship is compromised, the Client must inform MisterTango without undue delay after becoming aware of this and contact the email service provider.

6.1.5.          Irrespective of whether the Client is using a public, shared or his/her own computer to access MisterTango Business Payment Account, the Client must always ensure that the Client’s login details are not stored by the browser or cached or otherwise recorded. The Client should never use any functionality that allows login details or passwords to be stored by the computer the Client is using.

6.2.              Topping of MisterTango Business Payment Account

6.2.1.          To top MisterTango Business Payment Account, the Client will be required to indicate the amount of the deposit in EUR and select one of the available methods for topping up of MisterTango Business Payment Account available on MisterTango Website or App.

6.2.2.          MisterTango shall be solely entitled to add other methods for topping up MisterTango Business Payment Account and respectively, to discontinue such methods at any given time and MisterTango does not give a guarantee regarding any top up method available on the Website and/or App at a particular time, provided at least one method is available at any time. The methods provided on the Website and the App may differ.

6.2.3.          MisterTango will have no responsibility over the Client’s funds used to top up MisterTango Business Payment Account until MisterTango receives it to MisterTango clients’ funds bank account. Electronic money will only be issued to MisterTango Business Payment Account after the respective amount has been credited to MisterTango clients’ funds bank account and only in the amount received to MisterTango clients’ funds bank account.

6.2.4.          MisterTango shall retain the right to impose additional authorization measures for topping up MisterTango Business Payment Account.

6.2.5.          The Client is solely responsible for the accuracy and completeness of the payment details entered for the purpose of topping up MisterTango Business Payment Account. In no event MisterTango shall be held liable for any losses the Client may suffer as a result of inaccuracy of the payment details.

6.2.6.          The Client understands and accepts that the Client’s payment services provider may apply fees for executing a transfer to MisterTango clients’ funds MisterTango Business Payment Account. The Client understands that MisterTango will not be responsible for the term within which the funds will be credited to MisterTango clients’ funds bank account.

6.3.              Withdrawing from MisterTango Business Payment Account

6.3.1.          The Client may at any time request to withdraw part or all of the Electronic Money held in MisterTango Business Payment Account, in accordance with these T&C. To do so, the Client must log into MisterTango Business Payment Account and follow the instructions provided therein.

6.3.2.          The Client may place a request to withdraw part or all Electronic Money held in MisterTango Business Payment Account. MisterTango shall be solely entitled to add and respectively discontinue any withdrawal method at any time and MisterTango does not give a guarantee regarding any withdrawal method available on the Website or App at a particular time, as long as at least one withdrawal method is available anytime.

6.3.3.          The Client’s request to withdraw Electronic Money will be subject to submission of proof that the bank/payment account the Client is withdrawing to is opened under the Client’s name. Failure to do so will result in rejection of the request to withdraw Electronic Money.

6.3.4.          MisterTango will not charge for withdrawal of the Electronic Money, however, since the withdrawal request is performed by a third party (i.e. payment services providers), withdrawal is subject to third party fees.

6.3.5.          The Client is solely responsible for the accuracy and completeness of the payment details entered for the purpose of withdrawal. In no event will MisterTango be held liable for the withdrawal redemption of Electronic Money to the wrong bank account if it happened due to wrong payment details provided by the Client. If the Client withdrew funds to a wrong bank account, the Client may request MisterTango to assist in reclaiming such funds, however, MisterTango gives no guarantee that the efforts to reclaim will be successful, nor assume any liability thereof.

6.3.6.          MisterTango shall not be responsible for the withdrawal payment once the funds are received by the Client’s payment service provider as MisterTango is the payer and not the payment services provider for the purpose of withdrawal.

7.                  Payments

7.1.              With MisterTango Business Payment Account the Client shall be entitled to execute the following Payments:

7.1.1.          Payment to another MisterTango client within MisterTango Bank, request Payment from other MisterTango clients, and set Recurring Transfers;

7.1.2.          SEPA Payments;

7.1.3.          SWIFT Payments; and

7.1.4.          Payment to other payment accounts opened with other payments systems.

In order to perform any of the above Payment, the Client must follow the instructions in MisterTango Business Payment Account.

7.2.              Only Payments in EUR shall be available within MisterTango Bank.

7.3.              The Client shall be entitled to set daily Payments limits within MisterTango Business Payment Account following the instructions provided in MisterTango Business Payment Account. If there are Linked Users to MisterTango Business Payment Account, the Client and such Linked Users with all rights shall be entitled to imposed such limits.

7.4.              Payment Order is received:

7.4.1.          in the event, the Payment is initiated by the Client, on the day such Payment Order is placed within MisterTango Bank;

7.4.2.          in the event, the Payment Order is initiated by the other MisterTango client (i.e. payment initiated by the payee), on the day such Payment Order is authorized by the Client (the payer) to which the Payment request has been sent;

7.4.3.          in the event of Recurring Transfers, the Business Day on which such Payment is deemed to be executed. If such day is not Business Day, then on the first following Business Day.

7.5.              If the Payment Order is placed not on the Business Day or after 4 pm, such Payment Order is deemed to be received on the first following Business Day. Execution term of such Payment Order shall be calculated against the moment indicated herein.

7.6.              The Client will be able to see the status of the Client’s Payment Orders on MisterTango Business Payment Account anytime by logging into MisterTango Business Payment Account. The Client shall only be entitled to cancel Payment Orders only in the following situations:  

7.6.1.          in the event, the Payment is initiated by the Client, such Payment Order cannot be cancelled once such Payment Order is received in accordance with these T&C;

7.6.2.          in the event, the Payment is initiated by the other MisterTango client (i.e. payment initiated by the payee), such Payment Order cannot be cancelled after the Client authorized such Payment Order in accordance with these T&C;

7.6.3.          in the event, the Recurring Transfers is set, one Business Day before the Payment is due to be executed.

7.7.              In the event, the Client indicated wrong Payment Order information and such Payment Order has not been executed yet, the Client may request to amend such Payment Order information by submitted a request to support@mistertango.com, however, MisterTango shall have no obligation to fulfil the Client’s request or cancel such Payment Order. In the event the Payment Order was executed according to the Payment Order information indicated by the Client, MisterTango shall be considered as to have been duly performed its obligations and shall bear no responsibility to the extent of such Payment Order. The Client may request to correct the Payment Order’s information (Unique Identifier) and MisterTango may satisfy such request; additional fee may be applicable for such corrections.

7.8.              By placing the Payment Order, the Client must clearly express the Client’s will. Placed Payment Orders must be clear, unambiguous and comply with the applicable law. MisterTango will not be held liable for errors, inconsistencies, repetitions and/or contradictions or other shortages in the Client’s Payment Order and depending on the nature of such errors or shortcomings, MisterTango may execute such Payment Order according to the data provided in the Payment Order or reject execution of such Payment Order.

7.9.              The Client is responsible for indicating correct payer’s or payee’s Unique Identifier and information that is required to execute the Client’s Payment Order, if any (for the purpose of clarity, all information required to place Payment Order will be available on MisterTango Business Payment Account). Provided the Client has indicated the Unique Identifier and the respective Payment Order was executed against such Unique Identifier, MisterTango will be considered as to have been duly performed its obligations and shall bear no responsibility to the extent of such Payment Order. Fee for such Payment will be applied and will not be refunded to the Client even if MisterTango retracts the Payment and the funds will be credited back to MisterTango Business Payment Account. 

7.10.            The Client may be requested to enter additional data to proceed with the Client’s Payment Order if such is required by the payee’s payment services provider. The Client is solely responsible for entering the correct additional information.

7.11.            MisterTango shall be entitled, however, not obliged, to verify if the Unique Identifier required to execute the Payment Order corresponds to name of the respective account holder. Should MisterTango establish that name of account holder and the Unique Identifier clearly mismatches, MisterTango shall be entitled to reject such Payment Order. Nevertheless, if MisterTango executes the Payment Order against the provided Unique Identifier, MisterTango shall be deemed to have duly and in full fulfilled its obligations in relation to such Payment Order.

7.12.            Taking into consideration Art. 7.9, MisterTango will help the Client to retract the Payment, however, MisterTango gives no guarantee that MisterTango will be able to do so. Fee shall be applicable for the attempt to retract Payment, irrespective if such attempt is successful or not. If MisterTango was unable to retract the Payment and credit it back to MisterTango Business Payment Account, MisterTango will furnish the Client with the information required for the Client to independently purse return of the Payment.

7.13.            The Client’s Payment Order may not be executed or execution it may be delayed on the following cases:

7.13.1.        MisterTango has reasonable doubts if the Payment Order was submitted by the Client;

7.13.2.        MisterTango has reasonable doubts regarding legality of the Payment Order;

7.13.3.        MisterTango has reasonable doubts regarding content of the Payment Order;

7.13.4.        MisterTango has doubts whether the information, data and/or documents provided in relation to the Payment Order are true and authentic;

7.13.5.        Payment Order placed by the Client raises other doubts that can be reasonably justified by MisterTango.

The above list is not exhaustive. In the event of any of the above, MisterTango shall be entitled to request the Client to provide additional information, data and/or documents or perform certain actions to clear doubts in relation to the Payment Order. By executing the Agreement, the Client represents and warrants that in such an event, MisterTango shall not be held liable if the Client suffers any damages in relation to delayed Payment Order.

7.14.            MisterTango shall be entitled to request the Client to provide any and all supporting information, data and/or documents evidencing the Client’s ownership, nature of origin and legality of the funds in MisterTango Business Payment Account and/or reasoning the Payment Orders placed or Payments received by the Client. MisterTango will not be liable against the Client for non-execution of the Payment Order if the Client fails to comply with MisterTango request.

7.15.            Payment Orders shall be executed on the Business Days, unless indicated otherwise. Payment Orders shall be executed within following terms:

7.15.1.        Payment Orders within MisterTango bank (to other MisterTango clients) shall be executed within period of 10 (ten) minutes;

7.15.2.        Sepa Payment Orders shall be executed not later than on the next Business Day;

7.15.3.        Payment Orders in EUR within the Republic of Lithuania and placed not later than 12 pm shall be executed on the same Business Day provided such Payment Order shall be placed on the Business Day;

7.15.4.        other Payment Orders shall be executed within 4 (four) Business Days.

7.16.            MisterTango will be considered as to have duly fulfilled its obligations to execute Payment Order once the transfer of the amount of Payment has been initiated or if the Payment initiated by the payee, once the Payment Order has been transferred to the payer. If MisterTango failed to fulfil its obligations in accordance to this provision, MisterTango will put its best efforts to retract such Payment without any fee applicable in relation thereto. MisterTango shall not be obliged to reimburse the fee paid the Client or the damages suffered by the Client regarding late payment or late transfer of the Payment request (when the Payment is initiated by the payee).

7.17.            If additional actions are required in relation to the Payment Order, including, but not limited to, correction of errors in the Client’s Payment Order, the Client shall be informed about such required additional actions by email at the Linked User’s (who has initiated the Payment) email address which has been indicated for the purpose of opening of such Linked User’s MisterTango Payment Account. In the event the Client’s error in the Payment Order resulted in the rejection of such Payment Order, fee for such Payment Order shall be applied as it has been executed.   

7.18.            The Client’s Payment Order will be rejected if there are errors in the Client’s Payment Order and MisterTango is not able to correct such errors. In there is sufficient data to correct such errors, MisterTango shall be entitled, but not obliged, to do so by itself and execute the amended Payment Order. If the error in the Payment Order resulted in the rejection of such Payment Order, fee for such Payment Order shall be applied as it has been executed.

7.19.            By entering into the Agreement with MisterTango, the Client hereby consents to constantly monitor the balance of MisterTango Business Payment Account and ensure that the balance required for execution of the Client’s Payment Order is available upon placement of such Payment Order. MisterTango does not undertake to monitor the balance of MisterTango Business Payment Account and send the Client notifications in anyway in relation thereto.

7.20.            If the Client’s MisterTango Business Payment Account is seized or use of it suspended, the Client shall not be able to place Payment Order, placed Payment Orders shall not be executed.

7.21.            MisterTango shall be entitled to suspend the execution of the Client’s Payment Order if such is required under the applicable law or because of other reasons that MisterTango cannot control. 

7.22.            If Payment is initiated by the payee, such Payment shall only be executed once the Client (the payer) authorizes such Payment. By authorizing such Payment, the Client represents and warrants that the Client has familiarized and confirmed the details of such Payment. The Client will not be entitled to refund of such Payment irrespective if the Client was aware of the precise amount of the Payment and/or the amount of the Payment shall have exceeded the Client’s expectations.

7.23.            The Client must immediately inform MisterTango if MisterTango Business Payment Account has been credited with the funds that do not belong to the Client. The Client must not use such funds in any way irrespective of the reason such funds have been credited to MisterTango Business Payment Account. By executing the Agreement, the Client hereby irrevocably consents that such erroneous funds may be deducted from MisterTango Business Payment Account without the Client placing the Payment Order. If there is not sufficient amount of funds on MisterTango Business Payment Account, the Client must immediately, however, not later than within 5 (five) Business Days, credit the respective amount of funds to MisterTango Business Payment Account. Until the Client fulfils the foregoing obligation, MisterTango shall be entitled to freeze the remaining amount of funds on MisterTango Business Payment Account and suspend execution of the Client’s Payment Orders. If the Client does not credit MisterTango Business Payment Account with the respective amount of funds within 5 (five) Business Days, MisterTango shall be entitled to exercise other rights to retract such funds in accordance with the applicable law. By executing the Agreement, the Client hereby represents and warrants that the Client understands that in such an event the Client shall not only be obliged to return such funds, but also to reimburse any and all cost and/or damages suffered by MisterTango regarding retraction of such funds.

7.24.            If the Client’s Payment Order is refunded and MisterTango is not responsible for such a refund (e.g. Payment Order cannot be executed because of the erroneous Unique Identifier etc.), fees in relation to execution of such Payment Order will not be refunded and additional fees in relation to crediting MisterTango Business Payment Account with the refund shall be applied. 

7.25.            If MisterTango is liable for non-execution or inappropriate execution of the Payment Order, no fees shall be applicable to such Payments.

7.26.            The Client must regularly monitor MisterTango Business Payment Account and review any and all transactions on MisterTango Business Payment Account, including, but not limited to the Client’s Payment Orders and Payments and inform MisterTango of any discrepancies on MisterTango Business Payment Account no later than 1 (one) month following the day of the execution of the Payment by sending an email to support@mistertango.com

7.27.            MisterTango shall be entitled to outsource third party service providers in order to provide Services to the Client, including, but not limited to, to execute the Client’s Payment Orders. By executing the Agreement, the Client represents and warrants that the Client understands that execution of the Client’s Payment Order may be suspended by such third party and MisterTango shall not accept any liability in relation to such suspension, however, MisterTango shall put its effort to identify reasons of such suspension.

8.                  Authorisation

8.1.              All Payments must be authorized before their execution. Payments Orders are authorized by the Client authenticating the Payment Order by following the instructions provided by MisterTango. Such authorization shall be considered as the appropriate means of proof evidencing that the Payment has been authorized and in such case, the Client shall not be entitled to contest such Payment.

8.2.              In order to authorize the Payment, the Personalized Security Features shall be used. In relation to the Personalized Security Features:

8.2.1.          Personalized Security Features must be used following the instructions provided by MisterTango. Failure to follow such instructions shall result in responsibility for any and all damages in relation thereto;

8.2.2.          Personalized Security Features must be kept inaccessible to third parties in any way. Obligation to ensure safety of the Personalized Security Features also includes a duty to secure that not only the Personalized Security Features would not be lost, stolen or misappropriated in any other way, but also Personalized Security Features would not be available for copying or obtaining data required to access to authorize Payment Orders in any other way without physically obtaining them;

8.2.3.          MisterTango must be immediately infirmed about loss, theft or other misappropriation or unauthorised use of Personalized Security Features.

8.3.              MisterTango shall retain the right to block Personalized Security Features if it is required so for security reasons. Such blocking may be temporary or permanent. The Client may be informed on such blocking by issuing an email, unless MisterTango is not entitled to do so under applicable law. Blocking shall be removed once the ground for it is expired.

8.4.              MisterTango shall retain the sole right to request the Client to perform additional actions to authenticate the Client’s Payment Order, i.e. such actions may be not directly indicated in MisterTango Payment Business Account. Should MisterTango employ such right, the Client shall be respectively instructed by email to the address used to register with MisterTango. Any and all authorizations performed on MisterTango Business Payment Account shall be deemed to be made by the Client and have the same legal effect as the wet signature fixed on the hard copy of the document. Such authorization shall be considered as the appropriate means of proof evidencing that the Payment has been authorized and in such case, the Client shall not be entitled to contest such Payment.

8.5.              If the funds were written off MisterTango Business Payment Account and the Client did not authorize such Payment, MisterTango shall be obliged as soon as practically possible, however, not later than until the end of the Business Day following the day when MisterTango became aware of such an unauthorised Payment to have been executed

8.5.1.          to refund the Client with the amount of such unauthorised Payment; and

8.5.2.          to restore balance in MisterTango Business Payment Account to such extent as if the Payment has not been executed; and

8.5.3.          to ensure that the Client shall suffer no damages in relation to failure pay or receive (whatever may be the case) the interest on the certain term,

save for the cases when MisterTango has objective reasons to suspect Fraud, as defined in section 20 of this Agreement. In the latter case, MisterTango shall notify the supervisory authority Bank of Lithuania in writing on the reasons, which give ground for MisterTango to reasonably suspect fraud.

8.6.              The Client must notify MisterTango on any and all unauthorized Payments on the Client’s MisterTango in compliance with Art. 7.26.

9.                  Fees

9.1.              By executing the Agreement, the Client undertakes to settle for MisterTango Services in accordance with these T&C.  

9.2.              Fees applicable to the Client are available here. MisterTango shall be entitled to unilaterally change the applicable fees for the Services as set forth in Section 14. By executing the Agreement, the Client represents and warrants that the Client has familiarized itself with the applicable fees and respective terms and conditions in relation thereto.

9.3.              The Client shall pay the Monthly Fee. The Monthly Fee shall be calculated for each calendar month and shall not be refundable. Such fee shall be deducted from MisterTango Business Payment Account. The Client is obliged to ensure that there is sufficient amount of funds to pay the Monthly Fee. Should there be insufficient amount to deduct the Monthly Fee, the use of MisterTango Business Payment Account shall be suspended until sufficient funds are credited to MisterTango Business Payment Account to pay the Monthly Fee. In the foregoing event, any and all damages suffered in relation to suspension of MisterTango Business Payment Account shall be borne by the Client. In order to change the Payment Plan, if that shall be possible, the Client must follow instructions provided in MisterTango Business Payment Account on Website or in the App.

9.4.              Any and all fees payable in relation to the Payment shall be indicated before the authorization of the Payment Order. By executing the Agreement, the Client authorizes MisterTango to deduct the fees applicable in relation to execution of Payment Orders for the term of the Agreement.

9.5.              Applicable fees shall be deducted upon execution of the Payment Order. The Client is obliged to ensure that there is sufficient amount of funds in the Client’s MisterTango Business Payment Account to pay the applicable fees in relation to the Payment Order placed. By executing the Agreement, the Client represents and warrants that the Client understands that MisterTango shall be entitled to reject the Client’s Payment Order if there is not sufficient amount of funds in MisterTango Business Payment Account.

9.6.              If for whatever reason MisterTango did not deduct the Monthly Fee or other applicable fee under the Agreement, MisterTango shall be entitled to do so within 1 (one) year following the day when the Monthly Fee was due or the day the Payment was executed or any other payments for the benefit of MisterTango was due.

9.7.              In the event of a failure to settle for MisterTango Services in timely and due manner as indicated in these T&C, the Client shall be obliged to pay default interest equal to 0.03% against the outstanding amount for each day until full and proper settlement with MisterTango.

10.               Rights and obligations

10.1.            MisterTango rights and obligations

10.1.1.        MisterTango shall be obliged to provide the Services in accordance with the Agreement and applicable law. 

10.1.2.        MisterTango shall be entitled:

10.1.2.1.    to request information, data and/or documents for the purpose of performance of the Agreement; 

10.1.2.2.    to deduct fees from MisterTango Business Payment Account in accordance with the terms and conditions of the Agreement;

10.1.2.3.    to suspend use of MisterTango Business Payment Account; and

10.1.2.4.    other rights indicated in the Agreement or the applicable law.

10.2.            The Client’s rights and obligations

10.2.1.        The Client shall be obliged:

10.2.1.1.    to use the Services in accordance with the terms and conditions of the Agreement and applicable law;

10.2.1.2.    not to open more than 3 (three) MisterTango Business Payment Accounts unless MisterTango has authorised the Client otherwise;

10.2.1.3.    not to access MisterTango Services from anonymous IP addresses;

10.2.1.4.    not to submit false, misleading or inaccurate information, data or documents;

10.2.1.5.    not to use MisterTango Business Payment Account for illegal, unlawful or fraudulent activities;

10.2.1.6.    not to use MisterTango Business Payment Account for activities that may harm MisterTango brand and image;

10.2.1.7.    not to use MisterTango Business Payment Account for morally or ethically dubious purposes, or purposes which in any way violate applicable laws, rules and regulations;

10.2.1.8.    not to use MisterTango Business Payment Account for the benefit of third party;

10.2.1.9.    not hack, improperly access or interfere with MisterTango Bank and other software and/or applications (if any) required to provide Services to the Client;

10.2.1.10.  not to infringe MisterTango or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

10.2.1.11.  submit any and all information, data and/or documents requested by MisterTango for the purpose of provision of Services under the Agreement;

10.2.1.12.  not to disclose to any third party the Personalized Security Features issued for each Linked User that shall be entitled to access MisterTango Business Payment Account. It is the Client’s obligation to familiarize each Linked User of MisterTango Business Payment Account of such requirement. In the event, the Client fails to comply with this provision or the Client could, however, the Client did not, prevent transfer of such Personalized Security Features or committed such transfer deliberately or due to gross negligence, the Client shall assume full liability for the losses incurred and the Client undertakes to indemnify the losses of other persons, if any, if they have suffered damages due to the Client’s or the Client’s representative omission; and

10.2.1.13.  act fairly and to comply with the provisions of the Agreement (including, but not limited to these T&C).

10.2.2.        The Client shall be entitled to request MisterTango to provide Services within the terms and conditions under the Agreement. 

11.               Intellectual property rights

11.1.            MisterTango (or MisterTango third party vendor, as the case may be) shall be the owner of MisterTango Bank and other software and/or applications required to provide Services to the Client by MisterTango. Proprietary rights and other intellectual property rights that may be attached to MisterTango Bank and/or other software and any other application shall belong exclusively to MisterTango or the relevant third party.

11.2.            In relation to Art. 11.1 the Client shall not:

11.2.1.        make any copies of MisterTango Bank, other software and/or applications; nor

 

11.2.2.        modify, adapt, reverse engineer, decompile or disassemble, create derivative works of, publish, distribute or commercially exploit MisterTango Bank, other software and/or applications or any content of MisterTango Bank; nor

11.2.3.        remove any copyright or proprietary notices on MisterTango Bank, other software and/or applications; nor

11.2.4.        use, distribute or disclose confidential, personal or sensitive information within the content of MisterTango Bank, other software and/or applications without appropriate authority;

11.2.5.        make any unlawful or unauthorized use of MisterTango Bank, other software or other applications (including attempt to gain unauthorized access, introducing any computer virus or malware or inhibiting their operation).

11.3.            In the event of any of the above situations indicated in Art. 11.2.1, the Client shall be liable to reimburse any direct and indirect damage and losses of MisterTango and/or third party related to such event. Notwithstanding the foregoing, any such event shall constitute a material breach of the Agreement and shall grant MisterTango the right to immediately terminate this Agreement irrespective of the terms and conditions of the termination indicated in this Agreement and to block any access to MisterTango Business Payment Account, other software and/or applications if MisterTango shall consider that necessary to safeguard MisterTango or third party’s intellectual property and to avoid any further damages and losses of MisterTango and/or third party.

11.4.            The Client shall not be entitled to use MisterTango trademark without MisterTango written consent in advance. For the purpose of the Agreement, trademark shall be defined as MisterTango word and/or graphic mark.

12.               Use of personal data

12.1.            Any and all personal data in relation to the performance of the Agreement shall be processed in accordance with MisterTango Privacy Policy.

13.               Assignment

13.1.            MisterTango shall be entitled, without the Client’s prior consent, to assign the Agreement to a third party, whether in whole or in part. In such cases, the Agreement shall continue in force, without changes, with the new party entering instead of MisterTango as the contracting party. 

13.2.            The Client shall not be entitled to assign or in any other way transfer the Agreement or any rights thereunder to a third party, whether in whole or in part without MisterTango prior consent in writing.

14.               Changes to Agreement

14.1.            MisterTango shall be entitled to unilaterally amend the Agreement, including applicable Fees, with a 30 (thirty) days written notice, unless stated otherwise in the document to the Agreement. Shorter notice shall be given if quicker modifications to the Agreement shall be objectively justifiable. Shorter notice may be given, if such modification is in response to change of applicable law, requirements of public authorities, for security reasons or otherwise shall be objectively justifiable. Notwithstanding the foregoing, MisterTango reserves the right to not inform the Client on the changes that are favourable to the Client (e.g. reduction of fees) or are not of the material effect. For the purpose of this Agreement, grammar and style changes, amendment of the mistakes, paraphrasing, changing order of the sentences, articles or sections or introducing new wording aiming to better understanding of the provisions of the Agreement provided that none of the aforementioned changes in any way reduce or limit the Client’s rights or aggravate the Client’s situation shall be not be considered as having material effect.

14.2.            Notice regarding amendment of the Agreement shall be sent to the email at the address registered with MisterTango for the purpose of opening of MisterTango Business Payment Account.

14.3.            For avoidance of any doubt, the Client shall have no right to amend the Agreement unilaterally, which shall be in writing signed by both parties.

14.4.            In the event, the changes shall be made to the Agreement, such changes shall be considered to have been approved by the Client unless such changes disadvantage the Client and the Client, acting prior to the date of effectiveness of the changes, shall inform MisterTango that the Client shall not wish to be subject to the new terms of Agreement by issuing email to support@mistertango.com. For the sake of clarity, use of Services after new edition of the Agreement shall come into effect, shall be considered as the Client’s approval of the new edition of the Agreement (and the respective changes).

14.5.            If the Client shall inform MisterTango in writing that the Client does not wish to be subject to the new edition of the Agreement, the Agreement shall be considered terminated on the date on which the new version of the Agreement shall enter into force.

15.               Non-disclosure

15.1.            MisterTango and the Client shall be obliged to treat all information relating to the contractual relationship between MisterTango and the Client as confidential, irrespective of the form such information is obtained. The duty of confidentiality shall apply unless otherwise agreed in writing and in cases where the Party shall be required to disclose such information by law, regulation or a decision taken by the public authority, or where the information in question shall be already publicly available and this fact cannot be attributed to other Party’s breach of contract.

15.2.            MisterTango shall be entitled to disclose information about the Client to third parties, to the subcontractors and other companies, provided that such disclosure shall be required in order for MisterTango to fulfil its obligations under the Agreement.

15.3.            If the Agreement should cease to apply as a result of the Client’s material breach of the Agreement, or because the Client has facilitated or aided and abetted fraud, MisterTango may be obliged to report the Client to the respective authorities and such report shall not be considered as the breach of non-disclosure obligation.

15.4.            Section 15 shall apply during the term of this Agreement and shall continue to apply once the Agreement is terminated.

16.               Representations and warranties

16.1.            Each Party hereby represents and warrants to other Party that the following representations and warranties of the Party are true and correct in all aspects on the execution date of the Agreement and remain as such on date when the Agreement comes into force, as if made anew:

16.1.1.        Authorisations. The Party has full right, power and authority (including decisions and consents from its bodies, creditors and authorities) required to execute the Agreement and perform the obligations indicated herein and all such decisions and consents are valid and enforceable. The Agreement constitutes valid and binding obligation of the Party, enforceable in accordance with its terms.

16.1.2.        Non-conflict. Neither the execution of the Agreement nor the compliance by the Party with its terms and provisions will conflict with, or result in a breach or violation of any of the terms, conditions and provisions of (i) any permit, consent, decision, judgement, order, decree or ruling of any person, authority, organisation or dispute resolution body, to which the Party is subject; (ii) any transaction or commitment to which the Party is a party; or (iii) any applicable laws or laws of incorporation country;

16.1.3.        No proceedings. There is no claim, action, suit, proceeding, arbitration, investigation or hearing, pending or threatened, by or before any authority or dispute resolution body against the Party that might adversely affect the ability of the Party to perform its obligations under the Agreement;

16.1.4.        Capacity. The Party is (i) a duly established company and is not subject to bankruptcy, restructuring, insolvency, reorganisation, spin-off or liquidation under laws of incorporation country and no such bankruptcy, restructuring, insolvency, reorganisation, spin-off or liquidation is pending or threatened against the Party; or (ii) natural person acting in full capacity.

17.               Liability

17.1.            Liability, limitation of liability

17.1.1.        Notwithstanding any other provisions of these T&C that shall discuss the liability of MisterTango and limitation of liability, under no circumstances shall MisterTango be liable for any specific, indirect or incidental loss, operating losses, consequential damages, claims by third parties and/or lost data, profits, revenue, customers, goodwill or interest in any other circumstance. 

17.1.2.        Notwithstanding the foregoing and without thereby limiting liability, the Client shall indemnify MisterTango for any losses or claims, including claims for damages, and for any complaints, legal proceedings or expenses (including, within reasonable limits, lawyers’ fees), including but not limited to any fine or fee imposed on MisterTango as a result of the Client’s breach of and/or failure to comply with the Agreement and/or all relevant rules, regulations and legislation applicable to the Client. The foregoing shall apply irrespective of the Agreement being terminated.

17.1.3.        No limitation of liability shall be applicable if that shall not be allowed under the applicable law.

17.1.4.        MisterTango shall not be held liable for the following:

17.1.4.1.    for any Payment and loss in relation to such Payment that resulted from the failure to protect the Personalized Security Features required to access MisterTango Business Payment Account and/or authorize Payment Order (irrespective of the reason) or from loss, theft or misappropriate of the Personalized Security Features required to access MisterTango Business Payment Account and/or authorize Payment Order or breach into the Client’s Business Payment Account for which MisterTango is not liable;

17.1.4.2.    for late receipt of funds by the payee of the Payment Order if MisterTango duly and timely executed the Payment Order or transferred the payment request (when Payment is initiated by the payee);

17.1.4.3.    errors, delays, suspension of funds and discrepancies that occurred by third parties beyond MisterTango control;

17.1.4.4.    breach of any MisterTango obligations caused by third parties beyond MisterTango control;

17.1.4.5.    for any consequences resulting from the termination of the Agreement, suspension of Services or delay of Payment by MisterTango if MisterTango acted in accordance of the Agreement and applicable law;

17.1.4.6.    for breach of the Agreement and/or any and all damages that occurred because of MisterTango compliance with the applicable law and/or court order and/or order by other state authorities.

17.1.5.        Any and all damages shall be suffered by the Client in relation to unauthorized Payments arising because of failure to:

17.1.5.1.    comply with the rules of use of the Client’s Personalized Security Features resulting from the Client’s wilful misconduct or gross negligence or the Client acting unfair;

17.1.5.2.    inform MisterTango immediately on loss, theft or misappropriate of the Personalized Security Features as soon as practically possible;

17.1.5.3.    follow MisterTango instructions regarding protection of the Client’s Personalized Security Features,

shall be borne by the Client.

17.2.            Force Majeure

17.2.1.        Notwithstanding the foregoing, MisterTango shall not be liable for losses incurred as a result of failure to comply with its obligations in connection with circumstances beyond MisterTango’ control. Even in areas where stricter liability rules prevail, MisterTango cannot be held responsible for losses incurred as a result of:

17.2.1.1.    failure of IT systems, inability to access IT access, damage to the data maintained in the IT systems as a result of any of the reasons listed below, irrespective of whether MisterTango or a third party is responsible for the operation of such systems,

17.2.1.2.    a power supply failure or failure in MisterTango’ telecommunications systems, legislative or administrative interventions, natural disasters, war, revolution, civil unrest, sabotage, terrorism or vandalism (including virus attacks and computer hacking),

17.2.1.3.    strikes, lockouts, boycotts or blockades, regardless of whether the conflict is directed against or was started by MisterTango or by MisterTango’ organisation, and regardless of the cause of such conflict. The foregoing also applies if the conflict only affects portions of MisterTango and other circumstances that are beyond MisterTango’ control.

17.2.2.        MisterTango’ exemption from liability in the event of force majeure does not apply if:

17.2.2.1.    at the date of the Agreement MisterTango should have foreseen the circumstances giving rise to the loss, or if MisterTango should have been able to avoid or overcome the cause of the loss or consequences thereof by taking appropriate commercial precautions;

17.2.2.2.    the legislation under all circumstances makes MisterTango liable for the circumstances giving rise to the loss.

18.               Suspension of MisterTango Business Payment Account

18.1.            MisterTango shall be entitled to suspend MisterTango Business Payment Account in the following cases:

18.1.1.        the Client fails to submit to MisterTango requested information, data and/or documents within time indicated in such a request;

18.1.2.        the Client fails to settle with MisterTango in timely and due manner in accordance with the terms and provisions of the Agreement;

18.1.3.        the Client has negative balance on MisterTango Business Payment Account;

18.1.4.        MisterTango has reasonable doubts regarding origin of the funds on MisterTango Business Payment Account;

18.1.5.        MisterTango has reasonable doubts regarding Payment Order (i.e. its reasonability, purpose, legality etc.);

18.1.6.        MisterTango has reasonable grounds to suspect that money laundering or terrorist financing has been or is intended to be carried out via MisterTango Business Payment Account;

18.1.7.        MisterTango becomes aware of the theft, loft or misappropriate of Personalized Security Features granting access to MisterTango Business Payment Account;

18.1.8.        MisterTango has reasonable ground to believe that MisterTango Business Payment Account is being used by other persons rather than the Client or Linked Users;

18.1.9.        the Client uses MisterTango Business Payment Account in such a way that requires prior approval of MisterTango of such way of use;

18.1.10.     MisterTango becomes aware of the Client’s bankruptcy or liquidation proceedings;

18.1.11.     MisterTango becomes aware of any other circumstances which may prevent the Client from proper fulfilment of the Client’s obligations under the Agreement;

18.1.12.     the Client’s use of MisterTango Business Payment Account contradicts provisions of the Agreement and/or applicable law; and

18.1.13.     MisterTango is obliged to do so in accordance to the applicable law.

18.2.            The above list is not exhaustive and MisterTango shall be entitled to suspend the Client’s use of Services on any other ground if MisterTango shall see it necessary to protect interests of the Client and/or MisterTango and/or clients’ of MisterTango and/or the Client. In any case, MisterTango has the right to suspend MisterTango Business Payment Account for a period of 90 (ninety) days with the right to extend it for the same period the unlimited number of times. Suspension of use of Services shall be removed once the ground for such limitation shall extinct. In certain cases, depending on the grieve of situation, the above circumstances may result in unilateral termination of the Agreement by MisterTango with an immediate effect.

18.3.            Depending on the reason that led to the suspension, MisterTango may explain circumstances in relation to the suspension of MisterTango Business Payment Account and respectively provide the Client with instructions how to cure the situation at hand, unless MisterTango shall not be entitled to do so under the applicable law.

18.4.            MisterTango shall not be held responsible for any of the Client’s loss or damages suffered by the Client in relation to suspension on use of Services provided MisterTango had a grounded reason to suspend the Client’s use of the Services.

19.               Termination

19.1.            The Agreement shall come into effect on its execution and shall remain as such until terminated in accordance with the terms and conditions of the Agreement. 

19.2.            Both MisterTango and the Client shall be entitled to terminate the Agreement by servicing a written notice at least 30 (thirty) days in advance. Nevertheless, MisterTango shall put its best effort to terminate the Agreement as soon as possible, once the Client’s request is received.

19.3.            MisterTango shall be entitled, with an immediate effect, to terminate the Agreement if:

19.3.1.        at the day of the Agreement, the Client provided inaccurate or incomplete information about the Client of which MisterTango was not and was not able to be aware of and if MisterTango was aware of such circumstances to exist before the or on the day of the Agreement, MisterTango would have not executed the Agreement;

19.3.2.        there is a major change in the Client’s circumstances, to the extent that if such circumstances existed before the or on the day of the Agreement, the Agreement would have not been executed;

19.3.3.        the Client failed to provide information regarding changes after execution of the Agreement;

19.3.4.        the Client poses too high risk of money laundering and/or terrorist financing;

19.3.5.        the Client is in material breach of the Agreement;

19.3.6.        the Client’s breach of the Agreement continues, and such breach is not cured by the Client within the time limit specified in writing by MisterTango;

19.3.7.        the Client’s activities shall include illegal or unlawful activities;

19.3.8.        the Client becomes subject to debt collection action or shall be entered in debtors’ register;

19.3.9.        in MisterTango opinion, the Client’s activities or actions shall be damaging or may damage the image/reputation of MisterTango;

19.3.10.     there is a change in control of the Client or a change in the ownership of more than 25% of the Client’s share capital and such change is not acceptable to MisterTango;

19.3.11.     the Client, the Client’s senior management, shareholders or ultimate beneficial owners are included or become included during the term of this Agreement in the sanctions list;

19.3.12.     the Client is declared insolvent, becomes subject to debt relief proceedings, enters into composition proceedings or similar debt relief arrangements, is declared bankrupt, go into liquidation, shall be subject to compulsory winding-up or otherwise ceases activities or commence cessation proceedings or enter into restructuring proceedings, unless the estate or the Client undergoing restructuring is entitled to enter into the Agreement under the applicable legislation, and chooses to do so. At MisterTango’ request, in its judgment, the estate is obliged to decide whether it wishes to enter into the Agreement within 24 hours;

19.3.13.     MisterTango is required to do so in accordance to the applicable law.

19.4.            The Client shall be liable to reimburse any and all MisterTango’ direct and indirect damages and losses that were suffered regarding termination of the Agreement on any of the grounds indicated in Art. 19.3.

19.5.            If the Agreement is terminated, money held on the Client’s MisterTango Business Payment Account shall be transferred to the Client’s bank account or to the account in another electronic payment system indicated by the Client. MisterTango shall be entitled to deduct from MisterTango Business Payment Account amount payable by the Client to MisterTango, state authorities or third parties, any and all outstanding penalties, damages, losses and other amounts that MisterTango has suffered or paid due to the Client’s fault. Should there were not sufficient funds on MisterTango Business Payment Account, the Client undertakes to credit the Client’s MisterTango Business Payment Account with the respective amount of funds without undue delay, however, not later than within 5 (five) Business Days following MisterTango request in writing. In case MisterTango fails to repay the money to the Client due to reasons beyond the control of MisterTango, the Client shall be notified thereof immediately. The Client shall immediately indicate another account or provide additional information necessary to repay the money (execute a Payment).

19.6.            Termination of the Agreement shall not release the Client from the proper fulfilment of all liabilities that arose before the termination of the Agreement.

19.7.            Even if the Agreement is terminated, it shall remain valid in respect of outstanding claims at the time of the Agreement’s expiry.

20.               Notification on Fraud and Security Threats

20.1.            In the event of misappropriate of data related to provision of Services, suspected or executed Fraud or Security Threat, the Client will be informed by MisterTango by email at the address registered with MisterTango for the purpose of opening of MisterTango Business Payment Account, by phone and/or other telecommunication facilities. In order to properly identify the Client, MisterTango may ask the Client to provide MisterTango with the data known to MisterTango. In the event, the Client was informed on Fraud and/or Security Threat by phone call, such phone call shall be recorded. MisterTango shall be entitled to suspend the use of MisterTango Business Payment Account and execution of the Client’s Payment Orders or Payments during the time that MisterTango shall require to clarify if there was no Fraud executed and/or Security Threats.

20.2.            For the purpose of the Agreement, Fraud shall be defined as:

20.2.1.        an unauthorized Payment, including, but no limited to, resulting from the loss, theft, or misappropriation of the Personalized Security Features or other sensitive payment data, regardless of detectability or root cause;

20.2.2.        the Payments, Payment Orders which were placed and authorized by the Client that acted unfair and was misrepresented, regardless of intent;

20.2.3.        the Payments executed as a result of the Client being manipulated.

20.3.            For the purpose of the Agreement, Security Threat shall be defined as the risk of inadequate or insufficient internal processes or external events that have or may have a negative impact on the availability, integrity and confidentiality of information and communication technology (ICT) systems and / or payment service information. This includes the risks associated with cyber attacks or insecurity.

21.               Communication

21.1.            To communicate with MisterTango, the Client may send an email to the address support@mistertango.com or a message here. The Client will be serviced a reply to the Client’s email address used to register with MisterTango. The Client is obliged to check that email constantly.

21.2.            All communication will be conducted in English or Lithuanian.

21.3.            When the applicable law requires MisterTango to provide the Client with information on a durable medium, MisterTango will send the Client an email to the Client’s email address used to register with MisterTango.

22.               General

22.1.            Language. The Parties hereby agree that the language of the Agreement shall be English.

22.2.            Entire Agreement. This Agreement shall contain the entire agreement between the Parties hereto with respect to the relationship contemplated herein, and all prior negotiations, representations, agreements and understandings are merged into, extinguished by and completely expressed by it. The Parties shall execute any other instruments or documents or perform any other acts that shall be or may be necessary to effectuate and carry on the purposes set forth in this Agreement.

22.3.            Exceptions. Parties agree not to apply requirements stated in the following provisions of Law on Payments of the Republic of Lithuania:

22.3.1.        Art. 4 (2) and 4(3);

22.3.2.        Art. 11 (1) and 11(2);

22.3.3.        Art. 12;

22.3.4.        Art. 15 (1);

22.3.5.        Art 29 (3);

22.3.6.        Art. 41;

22.3.7.        Art. 44;

22.3.8.        Art. 51;

22.3.9.        Art. 52.

22.4.            Sub-contraction. MisterTango shall be entitled to sub-contract any third party for the purposes of provision the Services under this Agreement. Notwithstanding the foregoing, MisterTango shall remain liable to the Client regarding proper provision of the Services under this Agreement.

22.5.            Waiver. Any failure or delay by any Party in exercising any right or remedy in one or many instances shall not prohibit a Party from exercising it at a later time or from exercising any other right or remedy. No part of this Agreement may be waived, modified, amended, or supplemented in any manner whatsoever except by a written document signed by authorized officers of the Parties.

22.6.            Invalidity. If any provision of this Agreement shall be found by any court or legal authority to be invalid, unenforceable or illegal, the other provisions shall remain valid and in force and, to the extent possible, the provision shall be modified to ensure it is valid, enforceable and legal whilst maintaining or giving effect to its commercial intention.

22.7.            Effect. All provisions of this Agreement which by their nature shall be intended to continue shall survive termination, including terms relating to exclusions and limitations of MisterTango’ liability, intellectual property restrictions and reimbursement of damages.

22.8.            Accrue rights. Termination of this Agreement or the Services shall not affect accrued rights and obligations of MisterTango and the Client except unless such rights were accrued unlawfully or in breach of this Agreement.

22.9.            Enforceability. No provisions of this Agreements shall be intended to be enforceable by any other person other than the Parties of this Agreement.

22.10.         Governing law. This Agreement shall be governed by the Lithuanian law and Lithuanian courts shall have jurisdiction to hear any disputes arising out of or in connection to this Agreement.

22.11.         Counterparts. This Agreement may be executed in counterparts, all of which taken together will constitute one single agreement between the Parties.

22.12.         Titles and Subtitles. Titles and subtitles used in this Agreement shall be used for convenience only and shall not be considered in the interpretation of this Agreement.

22.13.         Conflict. In the event of any conflict and/or discrepancy between these T&C and the Special T&C, the Special T&C shall prevail. In the event of any conflict and/or discrepancy between these T&C and the Website T&C, these T&C shall prevail. 

22.14.         Further Assurances. The Client shall execute and deliver such other instruments and documents, and take such other actions, MisterTango reasonably requests or as are necessary or appropriate to evidence or effect the transactions contemplated by this Agreement.

23.               Hearing of Complaints

23.1.            If the Client is of the opinion that the Client’s rights and/or interests related to the Agreement and/or MisterTango Services have been violated, the Client can submit the complaint to MisterTango. All information on how to submit a complaint and how your complaint shall be handled, including, but not limited to, the terms of handling of the complaint shall be available in here.

23.2.            If you are a consumer and you are unsatisfied with our response, you may apply to the Lithuanian financial supervisory authority Bank of Lithuania (Žirmūnų str. 151, 09128 Vilnius, Lithuania; https://www.lb.lt//lt/daugiau-apie-gincius-su-finansiniu-paslaugu-teikeju#ex-1-2 or by email info@lb.lt, pt@lb.lt) regarding settlement of a dispute. The application must be submitted in Lithuanian language. You may also apply through E-Gorvenment gateway under the link: https://www.epaslaugos.lt/portal/login.