NEWRAILS UAB GENERAL TERMS AND CONDITIONS

September 2024

The contents of these General Terms and Conditions provided by “Newrails” UAB (hereinafter referred to as the “Terms & Conditions” or the “Agreement“) are important as they create a legally binding agreement between the client (hereinafter referred to as the “Client”) and “Newrails” UAB, a company incorporated under the laws of the Republic of Lithuania, company code 305270426, registered within the Register of Legal Entities of the Republic of Lithuania, having its registered office at Švitrigailos str. 11C, LT-03228, Vilnius, Lithuania, holding electronic money institution license No 69, issued by the Bank of Lithuania on 04-06-2020 (hereinafter referred to as the “Company“) that determines the main terms and conditions related to registering in My Newrails, opening E-money account within the Company, using the Electronic money issued by the Company and other services provided by the Company.

The Client’s onboarding questionnaire, these Terms & Conditions and information on E-money account number constitute E-money account(s) and internet bank services agreement between the Client and the Company. These Terms & Conditions apply to the Client after the Client becomes acquainted with the terms of this Agreement, accepts the Terms & Conditions in My Newrails, gets approval notification from the Company and starts using the respective Services.

The Client’s funds collected by the Company are protected against any claims from other creditors of the Company, including in the event of enforcement proceedings or insolvency proceedings against the Company. The Client’s funds are deposited into a segregated account opened with a Bank.

The Client and the Company hereinafter are also referred as the “Parties”.

1. PREAMBLE

• 1.1. This Agreement and its Annexes (the Price list and other ones, if any) shall form an inseparable part of the Agreement. The Agreement shall be read and interpreted in concert following the relevant context in relation to each Client.
• 1.2. Services under these Terms & Conditions shall be provided for business and / or individual purposes only, i. e. by accepting these Terms & Conditions you confirm that Services will be used for your personal needs and / or business needs separately. An individual account cannot be used for business purposes. Accordingly, the Parties mutually agree to rely on the exemption of Article 3(7) of the Law on Payments of the Republic of Lithuania and consequently shall apply provisions of Section III, Articles 4(1), 4(2), 4(3), 11(1), 11(2), 11(5), 29(3), 36, 37, 39, 41, 44, 51, 52 of the Law on Payments of Lithuania to the extent provided in this Agreement.
• 1.3. In case certain relations are not covered by this Agreement and if they do not fall under the exception as specified under Clause 1.2 of this Agreement, such relations shall be regulated following requirements of applicable laws.

2. ABOUT US

• 2.1. The Company holds electronic money institution license No 69 issued by the Bank of Lithuania on 04-06-2020. The electronic money institution license authorizes the Company to provide Services that are listed in the license. The license may be found following the link https://www.lb.lt/lt/frd-licencijos/view_license?id=1944.
• 2.2. The Company can be contacted by email at: info@newrails.xyz.
• 2.3. The Company's activities are supervised by the Bank of Lithuania, which is located at Gedimino Avenue 6, LT-01103, Vilnius, the Republic of Lithuania, telephone No. +370 800 50 500. Further details of the Bank of Lithuania are available at its official website: https://www.lb.lt/en/.

3. ACCEPTANCE OF TERMS AND CONDITIONS

• 3.1. Terms and conditions set out in this Agreement establish mutual rights, duties and responsibilities between the Client and the Company in relation to the concluded Agreement, including rights, duties and responsibilities with respect to termination, extent and modification of the Agreement.
• 3.2. In case the Client does not understand or does not wish to agree to particular clauses of this Agreement, the Client shall not conclude (accept) the Agreement or shall express its misunderstanding and/ or disagreement in writing by sending a notice via e-mail indicated in Clause 2.2 of this Agreement prior to concluding (accepting) the Agreement. Acceptance of the Agreement serves as a proof that the Client confirms and undertakes to follow and comply with all clauses of the Agreement. In any case, the Client's misunderstanding and/ or disagreement does not oblige the Company to amend standard clauses of this Agreement.
• 3.3. Since the Company provides the Services by electronic means, Client's instructions given to the Company shall be confirmed by the means the Company uses to confirm the Client's identity on My Newrails. The Client's consents, approvals, acceptances and other statements given through the use of My Newrails shall have the same legal validity as the Client's signature on a written document. The Client's agreements concluded with the Company via My Newrails, available at www.newrails.xyz (the "Website") shall be deemed to be written agreements concluded between the Client and the Company.

4. DEFINITIONS

• 4.1. Agreement – means this Agreement and all its Annexes (the Price List and other Annexes, if any) under which the Client and the Company agree on the terms and conditions of the provision of Services. In case other agreements are concluded between the Client and the Company with respect to the provision of Services after this Agreement is concluded, those subsequent agreements shall be considered as integral part of this Agreement. The Agreement supersedes all prior written and oral agreements and all other communication between the Company and the Client.
• 4.2. My Newrails – means a platform within which the Services are provided, and electronic money accounts are opened.
• 4.3. Authentication procedure – procedure, whereby the Company identifies the Client or checks the validity and use of the Clients’ security and authentication means.
• 4.4. Business Day – means Monday, Tuesday, Wednesday, Thursday and Friday, i. e. days when the Company and commercial banks, operating in the Republic of Lithuania, are open for business. Saturday, Sunday and holidays, when the Company and commercial banks, operating in the Republic of Lithuania, are not open for business, are not considered as Business Day.
• 4.5. Bank – licensed credit institution that holds funds collected by the Company from its Clients corresponding to the total amount of E-money issued by the Company in circulation. The Company reserves the right to select any other credit institution based in a European Union Member States. The current list of the selected credit institutions is available upon request at the Company.
• 4.6. Client – means a Legal Entity (merchant/ business person) or a Natural Person having contractual relationship with the Company under this Agreement, the subject matter of which is provision of Services. A reference to “you” under this Agreement shall be understood as a reference to the Client.
• 4.7. Confidential Information – means any information, facts and data that are used in the Agreement, as well as all other information, facts and data that were received by the Company about the Client (and vice versa) during the course of business relationship between the Company and the Client under the signed Agreement which has a certain value and capacity to cause benefit or harm to the Company and/ or the Client, or information that is classified by its provider as confidential or its confidential nature results from its essence or circumstances of which other Party is aware including but not limited to information on payment transactions, on commercial terms offered to the Client and any other information relating to the activities of any of the Parties.
• 4.8. Durable medium – means any medium that enables the Client to store information addressed personally to him in a way accessible for future reference for a period of time adequate to the purposes of the information and which allows the unchanged reproduction of the information stored.
• 4.9. E-money (electronic money) – funds of the Client credited or transferred to and held on E-money account for execution of Payment Transfer.
• 4.10. E-money account – a virtual account opened within My Newrails in the name of the Client and used to perform payments.
• 4.11. Foreign country – country which is not a Member State, or a state of the European Economic Area.
• 4.12. Member State – European Union member state, as well as European Economic Area member state.
• 4.13. Natural Person – a Client who uses payment services for personal needs outside of their business, commercial or professional needs or activities.
• 4.14. Payment Order – means an unconditional and unequivocal instruction given by the Client to the Company for the performance of the Payment Transfer.
• 4.15. Payer – means the Client who holds an E-money account and allows a Payment Order from that E-money account.
• 4.16. Payment Services – payment services provided to the Client by the Company, namely acquiring of payments and execution of payment transactions, listed in the electronic money institution license issued to the Company.
• 4.17. Payment Service Providers – means payment institutions, credit institutions and other service providers that are authorized to provide payment services.
• 4.18. Payment Transfer – means a payment transaction executed by the Company following the Payment Order received from the Client according to this Agreement.
• 4.19. Price list – a list of services stating the fees applied by the Company for the Client and other important information set in the Company’s price list published at www.newrails.xyz.
• 4.20. Recipient (payee) – means the Client who is the intended recipient of funds according to Payment Order.
• 4.21. Segregated Account – means a segregated bank account opened by the Company with a Bank to hold Clients’ funds for funds safeguarding purposes.
• 4.22. Services – mean opening of E-money account, issuing of E-money, redemption of E-money and Payment Services to be provided by the Company to the Client under this Agreement.
• 4.23. Unique identifier – means a combination of letters, numbers or symbols specified to the Client by the Company and to be provided by the Client or a payer to identify unambiguously the payer and/ or the recipient (IBAN).
• 4.24. Website – means website of the Company available at www.newrails.xyz.
• 4.25. Other words used in capital letters under this Agreement shall have a meaning provided to them below in this Agreement.

5. SERVICES

• 5.1. During the Term (as defined below) of this Agreement, the Company shall provide the Client with the Services which may be amended from time to time (all or part of them depending on the request of the Client).
• 5.2. Services shall consist of opening and maintenance of an E-money account (or more than one E-money account if the Client initiates so), issuance and redemption of E-money and provision of Payment Services.
• 5.3. E-money account: the Client may have one or several E-money accounts opened with the Company. Each E-money account shall have a number assigned which shall be unique and allow recognizing E-money account and the Client for whom such E-money account is opened. The Client shall have access to an E-money account within My Newrails. Funds held in E-money account shall not constitute a deposit and interest shall not be paid to the Client for E-money held within E-money account.
• 5.4. Payment Services: Payment Services shall be provided by the Company in non-cash form and exclusively in electronic form.
• 5.5. Services shall be served in EUR, GBP, USD and other currencies available on My Newrails.
• 5.6. If the Client requests the Company to perform additional services than the ones agreed under this Agreement (“New Services”), the Company may, at its sole discretion, provide a written quote to the Client listing the charges for the requested New Services (“New Services Fees”). The Client may accept such a quote within seven (7) calendar days and elect to have the Company to perform the New Services, and the consideration under this Agreement shall be adjusted to also reflect the New Services Fees. If the Client so elects, the New Services will then be deemed part of the “Services” and will be subject to the provisions of this Agreement beginning on the date agreed to by the Parties. For the avoidance of doubt, except as otherwise agreed to by the Company expressly and in writing, the Company shall not in any case be obligated to provide any additional services and shall render any such additional services only to the extent the Company has the ability to do so.

6. TERM OF THE AGREEMENT

• 6.1. This Agreement shall continue and is concluded for an unlimited period.
• 6.2. Both the Client and the Company can terminate this Agreement in accordance with conditions provided below in Sections 8 and 9 of this Agreement. The Client shall indicate its bank or payment account details prior to termination of this Agreement, enabling the Company to reimburse it with the available E-money.
• 6.3. In the event of gross default, fraud or lack of payment on the part of the Client, the Company reserves the right, without cause or prior notice, to suspend or terminate this Agreement.

7. CONCLUSION OF THE AGREEMENT

• 7.1. The Agreement shall be concluded if the Client is willing to use Services provided by the Company. The Agreement is concluded by the Client accepting it in My Newrails.
• 7.2. The Agreement shall be concluded only (i) when the Client and the Company agree on the terms and conditions of the Agreement and (ii) after a full know-your-customer process with respect to the Client is performed, including verification of know-your-customer documentation and risk assessment processes which are required inter alia under the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania, and only (iii) if the results of such assessment show that the Client may be on-boarded by the Company and (iv) the Client starts using Services on My Newrails. The Company will notify the Client about the decision by e-mail. For the know-your-customer process performance the Client may be requested to provide additional information, data and/ or documents. The Client’s refusal to provide such information, data, documents and/ or provision of insufficient information, data or documents shall be deemed to be a ground for the Company to refuse to conclude the Agreement and may be subject for disclosure to the relevant authorities if so required under applicable laws. Besides, for the performance of know-your-customer or other anti-money laundering or countering terrorist financing procedures the Company may be required to provide information received from the Client to third parties. By concluding this Agreement, the Client agrees that information about the Client would be provided to such third parties to the extent needed for the on-boarding of the Client, to meet any regulatory requests from competent authorities and to perform subsequent legitimate actions (including, but not limited to the monitoring of business relationships).
• 7.3. The Agreement shall be deemed concluded when the Agreement is confirmed by the Client and accepted following instructions within My Newrails. The information on the fact that the Client has confirmed the Agreement and accepted it by following authentication procedure and using authentication means according to the instructions within My Newrails shall be stored in a durable medium format.

8. MODIFICATION

• 8.1. The Company shall have a right to amend the Agreement unilaterally by giving the Client 10 (ten) calendar days’ prior written notice. Procedure for the submission of notices is described under Section 20 of this Agreement.
• 8.2. If the Client objects to the amendments proposed following the procedure established under Clause 8.1 of the Agreement, the Client shall have a right to terminate the Agreement by submitting to the Company a written notice of termination of the Agreement. Such written notice shall be submitted by the Client to the Company before the date when amendments proposed by the Company shall come into effect. Termination of the Agreement under this clause shall not be subject to any fees applicable by the Company. However, this shall not affect Parties’ monetary obligations and all other fees payable shall be paid prior termination comes into effect. Procedure for the submission of notices is described under Section 20 of this Agreement.
• 8.3. The Client shall be deemed to have accepted the proposed amendments, unless the Client notifies the Company and terminates the Agreement as specified under Clause 8.2 of this Agreement.
• 8.4. If the Client does not notify the Company about the termination of the Agreement as specified under Clause 8.2 of this Agreement, the proposed amendments to the Agreement shall come into effect from the date specified by the Company in its notification referred to under Clause 8.1 of this Agreement. Amendments that came into effect shall not have retrospective effect and shall not affect any rights and/ or obligations that have arisen between the Client and the Company before the amendments came into effect.

9. TERMINATION

• 9.1. Termination under Legal Acts or under Request of the Supervisory Authority. The Company shall have the right, in all instances, to terminate the Agreement unilaterally (without applying to court or coordinating with the Client) where so required by legal acts and/ or by the supervisory authority (-ies) supervising the activities of the Company or due to increased AML/ CTF risks. The Agreement shall be terminated within a period established under such legal acts or established by the supervisory authority (-ies). In case legal acts and/ or supervisory authority do not establish a termination period, then the Agreement shall be terminated immediately but, in any case, no later than within thirty (30) calendar days.

• 9.2. Termination for a Breach. If either Party materially breaches this Agreement, the non-breaching Party will have a right to unilaterally (without applying to court or coordinating with another Party) terminate this Agreement immediately, provided that, for breach capable of cure, the non-breaching Party notifies the breaching Party in writing of the breach, gives the breaching Party thirty (30) calendar days to cure the breach, and the breach is not cured within the thirty (30) days period. The Company may terminate this Agreement immediately in its sole discretion upon the Client’s breach or suspected breach, obligations and/ or warranties under this Agreement as well as in all cases of Client’s activity or profile is incompatible with Company’s AML/ CTF policy, or in case it may have a negative impact on activities and soundness of the Company.

• 9.3. Termination for Bankruptcy. Either Party may terminate this Agreement unilaterally (without applying to court or coordinating with another Party) in its entirety if the other Party (a) becomes insolvent or is unable to meet its debts as they mature, (b) files a voluntary petition in bankruptcy or seeks reorganization or to effect a plan or other arrangement with creditors, (c) applies for, consents to or acquiesces in the appointment of any receiver or trustee for all or a substantial part of its property, or (d) any such receiver or trustee shall be appointed and shall not be discharged within thirty (30) calendar days after the date of such appointment.

• 9.4. Termination for Convenience. Either Party may terminate this Agreement unilaterally (without applying to court) at any time upon provision of a 30 (thirty) calendar days’ prior written notice to the other Party.

• 9.5. Other grounds. Agreement may be terminated upon occurrence of other termination grounds established under the Agreement, including but not limited to, for instance, increased AML/ CTF risks or other termination grounds established under Clauses 12.5 and 16.4 of this Agreement. The Agreement shall be terminated within 30 (thirty) calendar days after the occurrence of the termination ground.

• 9.6. Effect of Termination. Upon the expiration or termination of this Agreement for whatever reason: (i) all rights granted herein shall terminate immediately; (ii) each Party shall promptly return to the other Party, or destroy and certify the destruction of all Confidential Information to the other Party, if any, except for cases when legal acts require to store relevant data even after termination of business relationships; (iii) each Party shall remit in full all payments due to the other Party according to this Agreement accruing prior to the date of termination, and following such final payment, neither Party will be entitled to receive any payment from the other Party; (iv) any provision of this Agreement that by its very nature or context is intended to survive any termination, cancellation or expiration hereof, shall so survive; and (v) all other performance obligations of both Parties under this Agreement shall cease; (vi) the Company shall not have a duty to provide the Client with information about all payment operations initiated by the Client within 36 months period. However, such information may be provided to the Client subject to additional fees applied by the Company which shall be determined considering the scope of information requested and technical abilities to accumulate and submit such information. The Company has the right to apply other fees specified in the Price list.

• 9.7. Provision of notice regarding termination. The written notice regarding termination of the Agreement for whatever reason listed above shall be submitted by the terminating Party to the other Party as specified under Section 20 of this Agreement and following timeframes established under this Section.

10. REGISTRATION IN MY NEWRAILS

• 10.1. In order to start using Services, the Client has to register within My Newrails.
• 10.2. To be eligible to open Newrails Account, the Client:
  • 10.2.1. Must be 18 years of age or older. If you are under 18 years old, you cannot register to use our Services. Any person who registers as a user or provides their personal information to be eligible for Newrails Services represents and confirms that they are 18 years of age or older.
  • 10.2.2. Must be a business using Newrails Services for business-related and/ or commercial activities only. Must be a Natural Person who is acting for purposes other than their business or profession. Newrails Services are intended to enable payments for business-related,commercial activities and personal or person-to-person use. To have a Newrails Business Account, you must be in the course of your own business, trade or profession and while using our Services neither engage in domestic or household activities nor act as a Consumer. You hereby acknowledge and represent that at all times while using Newrails Services Business account you are using our services for business purposes, and that you are not a consumer referred to by the rule of law. To have Newrails Personal Account you must be 18 years of age or older. You hereby acknowledge that and represent at all times while using Newrails Services you are using our services for purposes other than your business or profession.
  • 10.2.3. Warrant that you have the full legal capacity to enter a contract. If you register for Newrails Services on behalf of a business or a commercial entity, you warrant that you are legally authorized under the business entity’s formation documents and/ or under the laws of your home country to agree to and follow this Agreement in full capacity.
  • 10.2.4. Must only use Newrails Services to transact on your own behalf using your own Newrails Account and not on behalf of any other person or entity. Newrails strictly prohibits impersonating or falsely claiming an affiliation with any person or entity, live or deceased, while using Newrails Services.

• 10.3. The registration within My Newrails shall be performed by the Client who shall:
  • 10.3.1. Click Sign-Up button;
  • 10.3.2. Input email address and create a password (the password shall be set-up in accordance with the Company’s requirements, i. e. using both upper-case and lower-case letters, including one or more numerical digits and special characters, prohibiting words found in the Client's personal information);
  • 10.3.3. Read and agree Newrail's "General Terms and Conditions" and "Privacy Policy";
  • 10.3.4. Verify your email address using a code received in your inbox. Please note that your email address cannot be changed during the first six months of account usage. It is important to provide a valid and up-to-date email address during the registration process;
  • 10.3.5. Input your mobile number to receive a verification code via mobile;
  • 10.3.6. Receive verification code via mobile and mobile number (mobile number will be used for the two factors authentication, where verification code will be sent via SMS messaging);
  • 10.3.7. Enter "verification code";
  • 10.3.8. Under "User Verification" Click "Start the Process";
  • 10.3.9. Verify the account for payment activity by submitting Know-Your-Customer (KYC) information:
    • 10.3.9.1. Provide personal details (First Name, Last Name, DOB);
    • 10.3.9.2. Read and agree to Newrails "Consent for personal data processing";
    • 10.3.9.3. Take a photo of a government issued photo ID document;
    • 10.3.9.4. Perform a "Face Verification";
    • 10.3.9.5. Attach Proof of Address;
  • 10.3.10. For Newrails Business Account verify the account for payment activity by submitting Know-Your-Business (KYB) information:
    • 10.3.10.1. Provide business details (Company Name, Registration Country, Business Category, Business Subcategory, Short Business Description);
    • 10.3.10.2. Upload a Business Registration License/ Incorporation License;
    • 10.3.10.3. Specify and verify Ultimate Beneficial Owner (UBO) structure.

• 10.4. Only after the E-money account is verified (following the verification of the ID document, KYC and KYB process and onboarding fee is obtained if applicable), E-money account is opened, a IBAN is allocated and ready for the Client’s use.

• 10.5. The registration process, as described in section 10.3, is considered as the Client’s identification and setting-up of authentication means. The Client is obliged to keep his authentication means (password, access to his phone device, where the verification codes are sent) confidential and to use this information only personally. The Client bears the losses occurred due to losing or in other ways disclosing the authentication means, if the losses occurred before the Company was notified about the risk that someone else would be able to use the Client’s authentication means. Process and means of notification are detailed in clauses 2.2 and 14.2 of the Agreement.

• 10.6. Once the Client has registered within My Newrails, each time the Client logs in to My Newrails by accomplishing the Client’s authentication procedure, that is by entering the following authentication means:
  • 10.6.1. Their e-mail address (the one that the Client has provided to the Company during the registration);
  • 10.6.2. Their personal password (the one that has been created by the Client during the registration process or updated later on);

• 10.7. The Company shall have a right to refuse to register the Client without indicating the reasons, however, the Company shall assure that the refusal to register will always be based on significant reasons which the Company does not have to or does not have the right to reveal.

11. E-MONEY ACCOUNT OPENING

• 11.1. Under the Agreement, E-money account shall be opened for the Client within My Newrails for an indefinite period which, however, shall not exceed the Term of the Agreement.
• 11.2. E-money account allows the Client to transfer, keep funds in E-money account for transfers, also receive money to E-money account, and perform other operations directly related to E-money transfers. All Company's services may only be used by the Client who has performed identification procedures in accordance with the rules established in My Newrails. It is expressly provided that the Company retains the right to request at any time additional documents regarding the Client, the payer, the recipient or the beneficial owner of any payment transfer, subject to Anti-Money Laundering and Counter Terrorist Financing requirements.
• 11.3. Funds held on E-money account shall be considered as E-money issued by the Company for the Client. After the Client transfers funds to its E-money account and the Company receives the funds, the Company shall place them in the Segregated Account at the same time issuing corresponding amounts of E-money at the nominal value. E- money is credited to and held in an E-money account.
• 11.4. E-money held on E-money account shall not be regarded as a deposit and the Company does not, in any circumstances, pay any interest in E-money held on E-money account and does not provide any other benefits relevant for the deposits and associated with the time period E-money is stored.
• 11.5. The Client can open several E-money accounts within the Company.
• 11.6. At the request of the Client, E-money held on the Client's E-money account shall be redeemed at their nominal value at any time, except as otherwise established under legal acts. Redemption of E-money shall be subject to fees specified in the Price list.
• 11.7. The Client shall submit a request for redemption of E-money by generating a Payment Order to transfer E-money from its E-money account to any other account specified by the Client. The amount of redeemed or transferred E-money is chosen by the Client.
• 11.8. Provided that the Client terminates the Agreement and applies with the request to close its E-money account from My Newrails, or if the Company terminates the Agreement, funds held on E-money account shall be transferred to the Client's bank account or to the account opened within another electronic money institution indicated by the Client. The Company shall have a right to deduct from the repaid funds the amounts that belong to the Company (fees for Services provided and/ or expenses which have not been paid by the Client, if any). In the event of a dispute between the Company and the Client, the Company shall have the right to detain funds under dispute until the dispute is resolved.
• 11.9. In case the Company fails to repay the funds to the Client due to reasons beyond the control of the Company, the Client shall be notified thereof immediately. The Client shall immediately indicate another account or provide additional information necessary to repay the funds (execute a payment).

12. USE OF E-MONEY ACCOUNT

• 12.1. The Client can manage an E-money account via My Newrails by logging in to its E-money account.
• 12.2. The Parties agree that functionality of E-money account is limited to the extent specified in this Clause. The Client shall have a right to execute Payment Transfers from E-money account to accounts opened within credit institutions, other electronic money institutions and/ or other businesses. The Client shall also have a right to receive Payments to its E-money account from any accounts within credit institutions, other electronic money institutions and/ or other businesses.
• 12.3. Funds may be held on E-money account in EUR, GBP, USD and other currencies available on My Newrails. The Client undertakes responsibility for possible depreciation of funds due to changes in currency exchange rates and shall not have a right to raise claims to the Company with this respect.
• 12.4. Fee for opening an E-money account is provided in the Price list.
• 12.5. If the Client did not log in to E-money account and did not perform any transaction on E-money account for more than 1 (one) year and the balance in all Client's E-money accounts is zero, the Company shall have a right to terminate the Agreement as specified under Section 9 of this Agreement.
• 12.6. In case the Client indicates incorrect data of the recipient of the payment and the Payment Order is executed according to the incorrect data provided by the Client (i. e. the Client indicates a wrong receiver's account number; the Client indicates wrong credit card details (for external transfer); the Client indicates a wrong E-money account number/ e-mail), it shall be considered that the Company has fulfilled the obligations properly and shall not be obliged to repay the transferred amount to the Client. Even though the Company shall not be held liable for the execution of the Payment Order based on the incorrect data provided by the Client, the Company shall take all reasonable measures to track the executed payment operation and shall put in reasonable efforts to recover the funds. All information necessary to track the executed payment operation shall be provided to the Client to the extent allowed under the laws which should assist the Client to directly contact the person or party who has received the payment in order to return the transferred funds. The investigation shall be subject to fees applicable by the Company. Applicable fees shall be published in the Price list and may be amended from time to time.
• 12.7. Payment Order shall include the following information:
  • 12.7.1. The Payer's name, company code;
  • 12.7.2. Unique identifier of the Payer (IBAN);
  • 12.7.3. The Recipient's name, company code;
  • 12.7.4. Unique identifier of the Recipient (IBAN);
  • 12.7.5. Payer's and Recipient's payment service provider details;
  • 12.7.6. Amount and currency of the payment transfer;
  • 12.7.7. The purpose of the payment.

• 12.8. The Client shall provide a Payment Order for the execution of the Payment Transfer following instructions specified in My Newrails and valid at the moment of Payment Transfer initiation.
• 12.9. Before sending a Payment Order for the execution of a Payment Transfer the Client is required to check the details entered in the Payment Order.
• 12.10. When the Client submits a Payment Order to be executed in another currency, when converting the currency into the necessary one Client will be displayed with the approximate amount payable at the time of initiation of Payment Order at My Newrails. Payment Order initiation does not match Payment Order execution time, the exchanged amount will be determined by applying the actual rate to the Payment Order amount at the execution time during the Business Day. The Payment Order amount may be adjusted upwards or downwards based on the exchange rate fluctuation. Execution exchange rate applies immediately without a separate notice to the Client along with currency conversion margin as indicated in Newrails Pricing list.
• 12.11. Provided that the Company has received funds but is unable to credit the funds indicated in the Payment Order to the recipient's account (e. g. the recipient's account is closed, the indicated IBAN number does not exist or else), the Company shall return the payment amount to the sender not later than within 5 (five) Business Days. In this case, charges for returning funds may be applied. If the Company cannot credit funds to the recipient due to errors of the sender made in the payment details, but the sender requests to return the funds indicated in the payment details, the payment may be cancelled and funds may be returned to the sender, but only under a written request of the sender and if the recipient (the Client) agrees to return the funds to the sender (if the recipient can be identified). Cancellation and amendment of the payment shall be subject to fees applicable by the Company, except where otherwise stipulated in this Agreement, or where cancellation of payment is due to the Company's fault. Applicable fees shall be published in the Price list and may be amended from time to time.
• 12.12. The Client, having noticed that funds have been credited to the Client's E-money account by mistake or in other ways that have no legal basis, is obliged to notify the Company about it. The Client has no right to dispose of funds that do not belong to it. In such cases the Company shall have the right and the Client gives an irrevocable consent to deduct such funds from the Client's E-money account without the Client's order. If the amount of funds owned by the Client and held in the Segregated Account is insufficient to debit the funds credited by mistake, the Client unconditionally commits to repay to the Company the funds credited by mistake in 5 (five) business days from the receipt of such request from the Company. If Client fails to cooperate and refund the funds, Company will take legal and enforcement action.
• 12.13. The Client may check its International Bank Account Number (IBAN), the account balance, account history, information about initiated Payment Transfers (recipients, senders, currency, amount of transaction, date of transaction, account numbers, etc.), commissions/ fees applied by the Company, by logging in to its E-money account.
• 12.14. The Client shall ensure that:
  • 12.14.1. incoming funds on its E-money account are not obtained as a result of criminal activity;
  • 12.14.2. the Client shall not use Services provided by the Company for any illegal purposes, including actions and operations in order to legalize funds received from a criminal or illegal activity;
  • 12.14.3. there are always available funds on its E-money account sufficient to cover the transaction amounts and fees indicated in the Price list.

• 12.15. Increase of Daily Limits:
  • 12.15.1. A customer may request an increase in the limit for outgoing payments by submitting a request to info@newrails.xyz.
  • 12.15.2. The customer must provide the Company with a valid reason for the increase, along with any necessary supporting documents.
  • 12.15.3. The Company will review the request within one (1) business day and communicate its decision to the customer. If additional information is required, the review timeline may be extended accordingly.

13. RECEIPT OF PAYMENT ORDER. FULFILMENT OF PAYMENT ORDER

• 13.1. Provided the Client is the Payer, the Payment Order is considered received by the Company on the day the Client has entered the Payment Order into My Newrails and confirmed it with his authentication means. If it was received by the time specified in the Website (Price list) or, if the moment of receipt of the Payment Order is not a Business Day, the Payment Order shall be considered received on the next Business Day.
• 13.2. The Payment Order that was received by the Company on a Business Day, but not on business hours set by the Company, shall be considered received on the next Business Day.
• 13.3. The Client and the Company shall have a right to agree that the Payment Order shall be executed on a particular agreed day. In such a case, the date of the receipt of Payment Order shall be considered that particular agreed day or, in case it is not a Business Day, the Payment Order shall be considered received on the next Business Day.
• 13.4. Terms for Payment Order execution:
  • 13.4.1. In case Payment Order is initiated in EUR currency and meets SEPA requirements – Payment Order shall be executed, and funds shall be credited to the recipient's account opened with payment service provider registered in another Member State by the end of the same Business Day after the receipt of the Payment Order by the Company, unless the Payment Order is suspended due to cases set forth by legal acts and the Agreement;
  • 13.4.2. In case Payment Order is initiated in currency other than EUR – Payment Order shall be executed, and funds shall be credited to the recipient's account opened with payment service provider registered in Lithuania or other Member State, within 2-4 (two to four) Business Days after the receipt of the Payment Order by the Company, unless the Payment Order is suspended due to cases set forth by legal acts and the Agreement;
  • 13.4.3. Where the recipient's account is opened with a payment service provider registered in a Foreign country, the Company shall put the best efforts for crediting of the account of the recipient's payment service provider within 2-4 (two to four) Business Days after the receipt of the Payment Order by the Company, however, terms may be affected by payment service providers in those Foreign countries;
  • 13.4.4. In case Payment Order is initiated in EUR currency and shall be executed in the Republic of Lithuania – the Payment Order shall be executed, and funds shall be credited to the recipient's account within the same Business Day provided that the Payment Order was received until 12 p. m. (noon) (Vilnius time), unless the Payment Order is suspended due to cases set forth by legal acts and the Agreement. In case the Payment Order was received after 12 p. m. (noon) (Vilnius time), the Payment Order shall be executed, and funds shall be credited to the recipient's account not later than within the next Business Day, unless the Payment Order is suspended due to cases set forth by legal acts and the Agreement;
  • 13.4.5. If a Payment Order is mistakenly credited to your My Newrails account by another person or legal entity, you are obliged to return the funds. By accepting these Terms and Conditions, you agree that we reserve the right to reverse Payment Orders credited to your My Newrails account under the following circumstances:
    • 13.4.5.1. The Payment Order was credited in error or due to a system fault;
    • 13.4.5.2. We have evidence that the Payment Order was fraudulent or associated with illegal or criminal activity;
    • 13.4.5.3. Payment Order was credited following a gross violation of our Terms and Conditions.

• 13.5. Payment Orders submitted by the Client shall comply with requirements applicable for the submission of the Payment Order and (or) content of the Payment Order set by the legal acts or by the Company (e. g. the Client's account balance must be sufficient for the Payment amount and fee on the day of receipt of the Payment Order of the Company). Receipt of the Client's Payment Order by the Company will be deemed as "consent" for the execution of a Payment Transfer as set out in Article 29(1) of the Law on Payments of the Republic of Lithuania. Payment Orders submitted by the Client shall be formulated clearly, unambiguously, shall be executable. The Company does not undertake responsibility for errors, discrepancies, repetitions and (or) contradictions in Payment Orders submitted by the Client, including but not limited to, correctness of requisites of the Payment Order submitted by the Client.

• 13.6. The Company shall have the right to refuse to execute a Payment Order in case of a reasonable doubt that the Payment Order has been submitted not by the Client or in case of other lawful suspicion with respect to the Payment Order. In such cases, The Company shall have the right to demand from the Client to additionally confirm the submitted Payment Order and (or) submit additional information or documents confirming the Payment Order. Payment Order may be proceeded only if the Client submits requested information or documents and/ or corrects technical defects. Notification about the refusal to execute Payment Order shall be submitted to the Client following procedure established under Section 20 of this Agreement. Notification about the refusal to execute Payment Order shall be submitted to the Client immediately but in any case, not later than:
  • 13.6.1. In case Payment Order is initiated in EUR currency – within 1 (one) Business Day;
  • 13.6.2. In case Payment Order is initiated in currency other than EUR – within 2-4 (two to four) Business Days.

• 13.7. The Company shall have a right to apply fee with respect to the Client for the lawful refusal to execute the Payment Order as specified above in this Clause. If such a fee is to be applied, it will be published with the Price list.

• 13.8. Before executing the Payment Order submitted by the Client, the Company shall have a right to demand from the Client documents which prove the legal source of funds related to the Payment Order. In case the Client does not submit such documents, the Company shall have a right to refuse to execute the Payment Order of the Client and may provide related information to relevant authorities, if so required under applicable laws.

• 13.9. In case the Company has refused to execute the Payment Order submitted by the Client, the Company shall immediately inform the Client about this or create necessary conditions for the Client to get acquainted with such notification, except when such notification is technically impossible or forbidden to be provided to the Client under applicable laws.
• 13.10. The Client cannot recall the Payment Order after it is received by the Company, except in the following cases:
  • 13.10.1. In case the Client and the Company agreed on particular date when the Payment Order shall be executed – the Payment Order may be recalled by the Client no later than until the end of the day before the day when it is agreed to execute the Payment Order;
  • 13.10.2. In case the term specified under Clauses 13.6.1 and 13.6.2 passed due – the Payment Order may be recalled only if it is separately agreed by the Client and the Company.

• 13.11. The Client shall send an email request at info@newrails.xyz to recall the Payment Order providing the following information:
  • 13.11.1. The payer;
  • 13.11.2. The recipient;
  • 13.11.3. Amount;
  • 13.11.4. Currency;
  • 13.11.5. Value date.

• 13.12. The above defined Client's request to recall the Payment Order shall be considered as duly submitted to the Company, if it has been confirmed by the Client's authentication means.

• 13.13. The Company shall review the request and respond to the Client not later than with 3 (three) Business Days upon the receipt of the request.

• 13.14. Immediately and no later than within the same Business Day when it is determined that due to the fault of the Company the Payment Order was executed without consent of the Client and/ or was executed improperly, the Company shall refund the Client with funds that were transferred within such unauthorized Payment Order. In case it is determined that executed Payment Order was unauthorized and/ or executed improperly due to the fault of the Client – consequences specified under Clause 12.6 of this Agreement shall apply and the Company shall not be considered liable and execution of Payment Order shall be considered as fulfilled properly. Whereas the Company has reasonable ground to suspect fraud in relation to the executed Payment Order as indicated in this paragraph, the Company shall immediately notify the Supervisory Authority about such Payment Order and reasons why it is suspected to be fraudulent.

• 13.15. The Client must view the information on Payment Transactions conducted in E-money account at least once in a month in order to spot unauthorized or improper Payment Transactions and to timely inform the Company. If the Client fails to view the statement of E-money account and timely inform the Company about unauthorized or improper Payment Transactions, the Company is not responsible for such Payment Transactions.

• 13.16. The Company UAB ''Newrails'' does not hold the responsibility for any losses of the Client, which have occurred due to a change in the currency exchange rate during the execution of the Payment Order.

14. LIMITING THE ACCESS TO MY NEWRAILS

• 14.1. Access to My Newrails and/or services provided for the Client can be limited in the following circumstances:
  • 14.1.1. The Agreement has been terminated;
  • 14.1.2. The Client has lost his authentication means and has duly informed the Company about it;
  • 14.1.3. The Client has failed to enter the authentication means for 5 consecutive times;
  • 14.1.4. The Company has a due reason to suspect a fraudulent and/or unauthorized activity and decides to block the Client's access to My Newrails in order to secure the Client's assets;
  • 14.1.5. The Company has a due reason to suspect misuse of My Newrails by the Client.

• 14.2. In case of clause 14.1.2, the Client is obliged to notify the Company by email, as soon as possible. The Company, upon receipt of the notification, immediately blocks the authentication means.

• 14.3. If the Client has forgotten the password, or other security means related to knowledge, the Client should contact the Company by email and would be issued a reminder/ reset of the password, or in other ways provided with the new authentication means. The Company instructions on blocking and restoring authentication means are published on the Website.

• 14.4. If the Company has limited the Client's access to My Newrails and/or services provided based on clauses 14.1.1., 14.1.4, 14.1.5, the Company shall notify the Client by email prior to limiting the access, if it is possible, or immediately after the blocking comes into force, in cases where it is necessary measure for mitigating fraud risk or proper investigation of possible money laundering, terrorist financing or other criminal circumstances, unless such notifying would contradict legal acts. Compliance investigation is limiting Client's access to My Newrails and/or services provided for a period between 10-60 business days and is subject to additional fees as published within the Website in the Price list.

• 14.5. The access is unblocked or the new authentication measures are set for the Client once the above mentioned legal grounds for limiting the access to My Newrails are resolved.

15. FEES AND PAYMENT TERMS

• 15.1. The fees payable for the Services to be provided to the Client under this Agreement shall be published within the Website in the Price list (including without limitation of fees charged by the recipient bank). By entering the Agreement, the Client confirms that the Client is fully aware of the fees and terms of the Services.
• 15.2. The Client's E-money account shall be debited with the amounts of the fee on the due date without Client's instruction. The Client shall ensure that the required amount of money is available in E-money account on the due date.
• 15.3. The fees shall be debited in E-money accounts currency.
• 15.4. The Company has the right to charge the fee from E-money account where the payment operation is performed or from another Client's E-money account.
• 15.5. If there is an insufficient amount of funds in the required currency to pay the fee, the Company has a right to withdraw the fee in another currency by applying exchange rates published on the Company's Website.
• 15.6. If the Client fails to pay the required fees to the Company, the Client shall pay the penalty 0.05% per day from the overdue amount until the overdue amount is paid.
• 15.7. If the client fails to pay the required fees to the Company for the 3 (three) consecutive months and the overdue amount is not paid within 30 (thirty) days after receiving the written notice, Agreement can be terminated by the Company under Clause 9.2. of this Agreement.

16. LIMITATION OF LIABILITY

• 16.1. One Party shall be liable to another Party for losses caused due to non-fulfilment or improper fulfilment of its obligations under the Agreement. The guilty Party shall undertake to compensate for the direct losses of the aggrieved Party.
• 16.2. The Company's liability under the Agreement shall be limited as follows:
  • 16.2.1. The Company shall be liable only for the direct losses made by the Company due to direct and substantial breach of the Agreement, and only for such losses which might reasonably be foreseen by the Company at the time of breach;
  • 16.2.2. The Company's compensation for losses caused due to breaches of the Agreement by the Company shall be limited to the amount of all fees and charges paid to the Company by the Client over the last 12 (twelve) months. However, limits on the Company's liability shall not be applied where such limits are forbidden by applicable laws.

• 16.3. The Company shall not be liable:
  • 16.3.1. if for any reason the Website or My Newrails is unavailable or broken at any time or for any period;
  • 16.3.2. for mistakes made by payment services providers, settlement systems or other third parties, untimely execution of Payment Orders, delay in balances showing up, freezing of funds;
  • 16.3.3. for consequences arising out of improper discharge of the Company's obligations regarding reasons caused by third parties which are beyond the Company's control;
  • 16.3.4. for consequences arising out of lawful termination of the Agreement, cancellation or restriction of the Client's access to My Newrails as well as reasonable restriction or termination of provision of the Services;
  • 16.3.5. for failure to meet contractual obligations and losses, if obligations were not discharged or damage were made while the Company had been following the duties arising out of applicable laws.

• 16.4. The Company shall not be liable for any damage sustained to the Client as a consequence of untrue, incomplete, incorrect or misleading information, instructions or documents provided by the Client (or a person acting on behalf of it) to the Company in exercising its rights under the Agreement or failure to provide the required information, instructions or documents in time. Also, the Company shall have the right to terminate the Agreement immediately if the Client refuses or fails to provide the requested information, documents or instructions, or provides untrue, incomplete, incorrect or misleading data, as this shall be considered as material breach of the Agreement. The Client shall be fully responsible for the correctness, completeness and timeliness of any information, instructions or documents provided to the Company by the Client/ person acting on behalf of him.

• 16.5. The Party shall be exempted from the liability for non-performance of obligations under the Agreement if it can prove that non-performance of obligations under the Agreement is caused by force majeure circumstances which are proven according to the applicable laws.

• 16.6. The imposition of liability under the Agreement shall not affect the right of the aggrieved Party to claim full compensation for damage in case of the gross negligence or willful misconduct.

17. CONFIDENTIAL INFORMATION

• 17.1. Each Party undertakes that it shall not at any time disclose to any person any Confidential Information, except for cases specified under this Agreement and legal acts.
• 17.2. Confidential Information does not include information which as shown by written records (i) is or becomes generally known or available through no act or failure to act by the receiving Party; (ii) is already known by the receiving Party without breaching any confidentiality obligation; (iii) is rightfully furnished to the receiving Party by a third party without restriction or disclosure; (iv) is independently developed by the receiving Party without reference to Confidential Information of the disclosing Party; (v) is released pursuant to a binding order of a government agency or a court so long as prior to any such release the receiving Party provides the disclosing Party with a notice so that the disclosing Party may seek a protective order or other appropriate remedy. In any such event described in clause (v) above, the receiving Party will disclose only such Confidential Information as is legally required and will exercise reasonable efforts to obtain confidential treatment for any Confidential Information being disclosed. Any disclosure pursuant to the provisions of item (v) above shall not permit the receiving Party to issue any press release or otherwise discuss or further disseminate the information required to be disclosed.
• 17.3. The receiving Party understands that the disclosing Party has disclosed or may disclose Confidential Information during the Term of this Agreement or in connection thereto. The receiving Party agrees: (i) to take commercially reasonable precautions to protect such Confidential Information; (ii) not to use (except as permitted under this Agreement or under the laws) or divulge to any third party any such Confidential Information; (iii) protect and safeguard the Confidential Information against any unauthorized use, disclosure, transfer or publication with at least the same degree of care as it uses for its own confidential or proprietary information, but in no event with less than reasonable care; (iv) to take appropriate measures with all persons acting on its behalf to ensure that such persons are bound by a like covenant of confidentiality, and informing such persons that such Confidential Information shall not be disclosed except as provided herein; and (v) notify the disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement.
• 17.4. No Party shall use any other Party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.

18. REPRESENTATIONS AND WARRANTIES

• 18.1. Right to Act. Each Party hereby represents and warrants that (i) it is a corporation, validly existing under the laws of the jurisdiction of its incorporation and it conducts its business in compliance with applicable laws and not in violation of the rights of any third party; (ii) it has all right, power and authority to enter into this Agreement and to fully perform its obligations hereunder; and (iii) there is no other restriction, limitation, contractual obligation or statutory obligation which prevents it from fulfilling its obligations under this Agreement.
• 18.2. Third Party Service Providers. The Client acknowledges that the Company may use third party service providers in the performance of the Services provided that such third party service providers are bound by terms and conditions substantially similar to those that the Company is bound to under this Agreement. Disclosure of Confidential Information to such third party services providers as long as such information is needed for the proper provision of Services shall not be considered as breach of the Agreement and the Client agree with such disclosure.
• 18.3. Use of Services. The Client will use the Services pursuant to, and only for the purposes set forth in, this Agreement. The Client will not use the Services for any unlawful purpose or in furtherance of any unlawful purpose. Among the activities and services constituting of illegal purposes are (but are not limited to): money laundering, terrorist financing, human trafficking (including child pornography); violence; financial crime; smuggling (including narcotics, weapons, drugs, tobacco, etc.); cybercrime; and white-collar crime and corruption. In addition, as part of the activities and services which may not, in some jurisdictions, constitute illegal purposes but which are still unauthorized by the Company, are: gambling (as all these normally require local registration and licensing); activities and services related to violation of intellectual property rights. If the Company has reasonable grounds to believe that the Client is using the Services for any improper purpose, as indicated above, the Company may suspend or terminate the Services immediately upon written notice to the Client. The Client shall also not provide access to E-money account to other third parties which are not authorized to initiate Payment Orders on behalf of the Client. In case the Party becomes aware that any unauthorized third party is trying to/ tried to access an E-money account, the other Party should be informed about this immediately.
• 18.4. Use of Data. No Party shall use the data that is processed and obtained through or in connection with the Services in any way that violates any applicable laws, and both Parties shall comply with all applicable laws, including the Data Protection Law. For purposes of this Section, "Data Protection Law" means all applicable laws and regulations relating to the protection of data and personal information in the relevant state or territory, including the General Data Protection Regulation (EU) 2016/ 679.
• 18.5. Acquaintance with the Agreement. By accepting this Agreement, the Client confirms that it was provided with sufficient time to get acquainted with terms and conditions of the Agreement, that the Agreement was individually discussed by the Parties and that the Client confirms and agrees with the terms and conditions of the Agreement.
• 18.6. Other undertakings of the Client. The Client will not interfere, modify or tamper with the Services in any way.

19. GOVERNING LAW AND DISPUTE RESOLUTION

• 19.1. Disputes between the Company and the Client shall be settled by way of negotiations.
• 19.2. The Client is entitled to submit complaints to the Company. Complaint may be submitted to the Company by e-mail as specified under Section 20 of this Agreement. For Complaint form press  here .
• 19.3. The Company shall respond to the Client's complaint in writing or using another durable medium within 15 (fifteen) Business Days after the receipt of a complaint. In exceptional cases, due to reasons which are beyond the Company control, the Company is allowed to send to the Client a preliminary response by indicating reasons for delay and the term by which the Client will receive the Company's final response. In any case the term for provision of final response shall not exceed 35 (thirty five) Business Days after the receipt of a complaint.
• 19.4. Handling of complaints is free of charge. The Parties agree that complaints shall be submitted, handled and responded in English.
• 19.5. The Company shall have internal procedures for handling complaints fairly and promptly in accordance with the applicable laws.
• 19.6. Should the Client not be satisfied with the Company final response, then only recourse for the Client will be through the courts unless otherwise agreed between the Parties.
• 19.7. This Agreement and any claim arising from this Agreement and/ or in connection with the Services will be governed by and interpreted in accordance with the laws of the Republic of Lithuania, without regard to conflicts of laws and principles. Any and all actions brought to enforce this Agreement or resolve any dispute arising out of this Agreement and/ or in connection with the Services must be brought exclusively in the courts of the Republic of Lithuania, and each Party hereby consents to and agrees to submit to the exclusive personal jurisdiction and venue of such courts.
• 19.8. The Client is also entitled to submit its complaints to the Bank of Lithuania (please see more information at https://www.lb.lt/en/our-contacts#group-1608). In addition to contact details provided in the official website of the Bank of Lithuania, complaints may be submitted to the Supervisory Authority of the Bank of Lithuania at Žalgirio str. 90, LT-09303 Vilnius or at Totorių str. 4, LT-01121 Vilnius, e-mail pt@lb.lt or info@lb.lt.

20. COMMUNICATION

• 20.1. Any communication between the Company and the Client shall take place primarily through e-mail. The Parties hereby agree that communication through e-mail is deemed submitted in writing. Disclosure of any information via the e-mails shall be considered as duly submitted only if such information is sent to and from the e-mails which are disclosed under the Agreement:
  • 20.1.1. (i) The Company's e-mail that should be used for communication is disclosed under Clause 2.2 of the Agreement; while
  • 20.1.2. (ii) The Client's e-mail that should be used for the communication is disclosed in the process of registration in My Newrails, as defined under Clause 10.3.

• 20.2. Communication through other e-mails shall not be considered as appropriate unless otherwise agreed by the Parties in writing.
• 20.3. Notices and other communication send by e-mails specified under Clause 20.1 of the Agreement shall be deemed delivered to and received by the Party on the same Business Day it was sent.
• 20.4. The Parties shall have a right to communicate within other means of communications, including the post, email or messaging chat on My Newrails account.
• 20.5. The Client must notify the Company immediately of any and all data and circumstances that have changed in comparison with the data set out when concluding this Agreement, or the documents submitted to the Company (e. g. changes in contact details, registered address) as well as of any and all circumstances that may affect the fulfilment of the Client's obligations towards the Company. The Company may request a document evidencing the changes and the Client must provide it. This notification obligation applies even if the above changes have been made public (e. g. registered in a public register or published through the mass media). If the Client has failed to fulfil the notification obligation, the Company is entitled to assume the correctness of the data at the Company's disposal. The Company shall not be responsible for any mistake, inaccuracy, technical defect or damage caused by incorrect, outdated Client contact details and their subsequent use by the Company.
• 20.6. Communication shall be performed in the English language.

21. DATA PROTECTION

• 21.1. By signing the Agreement, the Client authorizes the Company to collect, use, store or otherwise process any personal data provided by the Client or otherwise received by the Company in connection with the Services contemplated herein, all in accordance with the applicable Data Protection Laws.
• 21.2. The Client also understands and agrees that data about the Client received and/ or collected by the Company may be submitted to and used by the third parties as specified under the Clause 18.2 of this Agreement.

22. REFERRALS

• 22.1. For a limited time, My Newrails users can participate in Newrails Referral Program and receive commissions.In order to start using referral program, the user has to be registered within My Newrails as indicated in Section 10 of this Agreement and have a successfully opened My Newrails account.
• 22.2. To participate within My Newrails Referral Program the Client shall:
  • 22.2.1. Share the referral link that can be found in My Newrails dashboard under the section Referral and Share;
  • 22.2.2. To be eligible to receive commissions, referred users have to be successfully registered within My Newrails as indicated in Section 10 of this Agreement and have a successfully opened My Newrails account;

• 22.3. Data displayed in the Dashboard under the Referral section at My Newrails profile is used for reference only due to its complexity and possible delay in the data displayed.
• 22.4. Terms for commissions execution:
  • 22.4.1. Every time your referred Client successfully completes an outgoing Payment Order, commission fee is assigned;
  • 22.4.2. Commission fees are automatically transferred into your My Newrails account;
  • 22.4.3. Sub-accounts, group companies, duplicated accounts are excluded from the Referral Program;
  • 22.4.4. Newrails UAB reserves the right to disqualify and revoke commissions from participants who are engaged in fraudulent or abusive conduct. This includes but is not limited to bulk-account registration to obtain additional bonuses or any other type of activities in connection with unlawful or harmful purposes;
  • 22.4.5. Newrails UAB reserves the right to cancel or amend Referral Program at sole discretion;
  • 22.4.6. Newrails UAB reserves the right of final interpretation;
  • 22.4.7. Participant shall issue an invoice to Newrails UAB upon request to settle the commission fee;
  • 22.4.8. The Company can be contacted by email regarding Referral Program at: info@newrails.xyz.

23. FINAL PROVISIONS

• 23.1. Equitable Relief. Either Party may enforce any provision of this Agreement by obtaining equitable relief in addition to all other remedies at law or under this Agreement. The non-breaching the Party's remedies at law for a breach of any provision of this Agreement may be inadequate and such Party may suffer irreparable harm from any such breach. The rights and remedies of the non-breaching the Party under this Agreement are cumulative and not alternative and are in addition to any other right or remedy set forth in any other agreement between the Parties, or which may now or subsequently exist at law or in equity, by statute or otherwise.
• 23.2. Force Majeure. Each Party to this Agreement will be excused for delays in performing or from its failure to perform hereunder (other than payment delays) to the extent that the delays or failures result from causes beyond the reasonable control of such Party; provided that, in order to be excused from delay or failure to perform, such Party must act diligently to remedy the cause of the delay or failure.
• 23.3. Assignment. Neither this Agreement nor any of the Client's rights or obligations under this Agreement may be assigned, transferred or encumbered by the Client without the prior written consent of the Company. Any such purported assignment shall be null and void. The Company may freely assign its rights and obligations hereunder to an entity controlling, controlled by or under common control with the Company, or in the context of a merger, reorganization or sale of all or substantially all of its assets, without the Client's consent.
• 23.4. Language. Both Parties agree that the Agreement shall be concluded and any communication between the Client and the Company shall be performed in English, unless otherwise explicitly agreed between the Parties. Translation of the Agreement or any part of it into other languages are for information and convenience purposes only and the English version shall always prevail.
• 23.5. Currency. Both Parties agree that services under this Agreement will be provided in EUR, GBP, USD and other currencies available on My Newrails.
• 23.6. Waiver of Breach. No waiver by either Party of any breach of this Agreement will constitute a waiver of any other breach of the same or other provisions of this Agreement. No waiver by either Party will be effective unless made in writing and signed by each Party in a way agreed by both Parties.
• 23.7. Severability. If any provision in this Agreement is invalid or unenforceable in any circumstance, its application in any other circumstances and the remaining provisions of this Agreement will not be affected thereby.
• 23.8. Entire Agreement. This Agreement, together with its Annexes (inter alia, Price list), constitutes the entire agreement and understanding of the Parties relating to the subject matter hereof. This Agreement supersedes all prior written and oral agreements and all other communications between the Company and the Client. Amendments to this Agreement will be effective only if signed electronically by the Company and the Client by way agreed by both Parties, except for cases provided in Section 8 of this Agreement.
• 23.9. Interpretation and Priority of Documents. In the case of conflicts or inconsistencies between the terms of this Agreement and any Schedule or Attachment hereto, the terms of this Agreement will prevail, except as specifically stated otherwise.
• 23.10. Headings and Interpretation. The Section headings in this Agreement are for identification purposes only and will not affect the interpretation of this Agreement. Unless business days are specified, all references to "days" mean calendar days.
• 23.11. Information submission. The Client shall have a right to request the Company to provide information possessed by the Company in relation to the Client's information and transactions initiated by the Client within the E-money account. Such requests may be provided once per month and should be limited only to the information that the Company possesses, and which is able to be submitted to the Client under legal acts or internal procedures of the Company. Submission of such information to the Client is free of charge, however, in case the Client requests information more frequently than once per month or if the submission of information causes relevant losses to the Company, the Company shall have a right to apply relevant fee for fulfillment of request to provide information to the Client. The fee shall be proportionate to efforts required from the Company to fulfill the request. The fee shall be applied only subject to prior notice to the Client and after the Client provides its consent with respect to the fee. In case the Client disagrees to pay a fee, the Company shall have a right to refuse to submit information requested by the Client. Information shall be submitted following the procedure established under Section 20 of this Agreement, unless the Parties agree otherwise or the form and content of the information to be submitted requires a different submission method.