The Client (“Client” or “you” / “You”) on one hand and,
ValorPay UAB, a company incorporated under the law of Republic of Lithuania and authorised by the Bank of Lithuania as payment institution, with the company number 304881005, payment institution license number 42, office registered at Konstitucijos av. 7 Vilnius, Lithuania, email address info@valorpayonline.com (“ValorPay”)
ValorPay and the Client hereafter individually are referred to as a “Party” and collectively as the “Parties”.
Clients are kindly requested to read this Agreement thoroughly and carefully and to contact ValorPay if anything is unclear by email at support@valorpayonline.com.
In case ValorPay needs to contact the Clients, the contact details provided upon registration will be used. It is the Client’s responsibility to keep details up to date and to inform ValorPay as soon as possible if anything changes with regards to details.
consenting to this Agreement and using ValorPay services the Customer acknowledges that you have read and hereby will abide by the entirety of the terms and conditions outlined in this Agreement, as well as all documents referenced herein (subject to periodic amendments).
1. Introduction and Purpose
The Payment Services Framework Agreement (the “Agreement”) sets out the general terms and conditions applicable to the relationship between the Client and ValorPay; they are supplemented by the pricing as agreed between ValorPay and the Client as agreed in a separate pricing letter that will be agreed on a case-by-case basis.
Any term agreed individually between the Client and ValorPay shall prevail over the terms of this Agreement, unless stated otherwise or contrary to any applicable law.
The present general terms and conditions govern the way in which ValorPay provides Payment Services to its Clients. Clients should read these conditions carefully before accepting them.
This Agreement will be available at all times to the Client at: https://valorpayonline.com/terms-and-conditions.html, as amended, supplemented, restated or replaced from time to time in accordance with the terms of this Agreement and specifically as stated in clause 19.
A signed copy of this Agreement can be sent upon request against payment of a fee and shipping costs. The most recent and current version will be updated on ValorPay’s Website as mentioned above.
The terms and conditions set out in this Agreement apply as between Clients and ValorPay with respect to the Payment Services provided by ValorPay to Clients.
2. DEFINITIONS
Account: a payment account held in the name of the Client, accessible via the Client’s Profile, for the purpose of providing Payment Services pursuant to this Agreement. A Client can have multiple accounts held within the same Profile.
Applicable Law: means all laws or regulations (and including the requirements of ValorPay’s Regulatory Authority) applicable to a Party (including a Party’s rights or obligations) or to any Payment Transaction for the time being in force in the relevant jurisdiction, including but not limited to legislation on anti-money laundering, counter terrorist financing, embargos, sanctions, bribery, misconduct, Confidential Information (including intellectual property and trade secrets), behaviour of financial institutions and personal data protection, including EU Regulation 2016/679 ("GDPR").
Applicant: a legal entity who is requesting to be onboarded with ValorPay and therefore to become a Client. An Applicant shall become a Client upon successful processing of his request.
Client: a legal entity with a Profile issued by ValorPay that enables them to send and/or receive payments.
Framework Agreement: a Payment Services agreement concluded between ValorPay and the Client, comprising the general terms and conditions set herein.
ValorPay's Website: refers to all pages of the websites https://valorpayonline.com/ and https://portal.valorpayonline.com/login through which ValorPay provides its Payment Services.
Payment Order: approval from the Client granted in accordance with the terms of this Agreement unless customised plan and procedures have been agreed between the Client and ValorPay, in order to authorise a Payment Transaction.
Payment Transaction: an action involving the wiring, transfer, or withdrawal of funds through an Account, regardless of any underlying obligation between the payer and the beneficiary.
Profile: A profile opened with ValorPay within which Account(s) of the Client are accessible to the Client. The Profile will record:
The Profile also allows for the recording of settlements received into or sent from the Account, of the amounts mentioned above.
Provision: safeguarded amount that may be allocated to the execution of future Payment Transactions, as determined by ValorPay.
Payment Services: services provided by ValorPay under the present Agreement, including but not limited to the execution of Payment Transactions and the acquisition of Payment Orders by transfer.
3. OPENING A PROFILE
The Applicant must comply with the conditions of opening a Profile, as described below.
The application to open a Profile can be submitted on behalf of the Applicant by the Applicant’s representative. By submitting an application, the Applicant’s representative confirms that they are duly elected or appointed to represent the Applicant, and that the legal entity represented by them is properly established and operates lawfully.
Upon receipt of the required information and documents from the Applicant, ValorPay will review the application and reserves its right to request additional information and/or documents as deemed necessary.
Once ValorPay considers that all relevant information and documentation has been collected, ValorPay will have 5 business days from which to make a decision on the provision of services to the Applicant.
1. Acceptance/refusal to open a Profile
ValorPay, at its own discretion, with no right or compensation to the Applicant , may reject an application to provide Payment Services to an applicant, for any reason, including but not limited to:
Acceptance and refusals shall be notified to the Applicant by ValorPay using the email address provided by the Applicant upon registration.
Refusals shall not result in the payment of damages from ValorPay to the Applicant.
The Applicant must undertake to use the services provided by ValorPay in good faith, solely for legal purposes and in accordance with the provisions of this Agreement.
2. Suspension/Termination of Payment Services
ValorPay, retains the right to suspend or terminate services throughout the duration of the business relationship for reasons relevant to a Financial Institution without prior notice, including but not limited to:
Termination and suspension shall be notified to the Client by ValorPay using the email address provided by the Client upon registration.
Termination shall not result in the payment of damages from ValorPay to the Client.
In instances where the decision to suspend services were not made in error and were based on legitimate grounds of inquiry and/or procedural adherence, this shall not result in the payment of damages from ValorPay to the client.
4. USING VALORPAY’S SERVICES
1. General rules
As soon as the Profile has been opened the Applicant automatically becomes a Client and shall be provided with personal login credentials to access their Profile by the following link https://portal.valorpayonline.com/login or using any other webpage as otherwise advised by ValorPay.
It is the Client’s responsibility to take all reasonable steps to retain said login credentials and keep them safe.
The Client undertakes to only share the login credentials with individuals within the legal entity that have been given authority to make payments on its behalf.
Clients shall use their Profiles for lawful and honest purposes and shall not use their Profiles:
2. Processing by ValorPay
ValorPay might ask Clients for additional information and/or documentation before processing a Payment Transaction. Clients will be given 24 hours to answer such requests, further to which ValorPay shall send an additional request granting an additional 24 hours to Clients to provide the requested information and/or documentation.
Payment Transactions shall be executed upon receipt of satisfactory information and/or documentation from the Clients.
Failure to answer 48 hours after the first request has been made will result in the Payment Transaction being rejected by ValorPay.
ValorPay reserves its rights to reject any Payment Transaction further to its review.
Clients acknowledge and agree that ValorPay has restricted the use of countries that certain payment rails will be available for. The list may change from time to time. Any incoming or outgoing Payment Transaction from or to a restricted country shall be automatically rejected.
In any case, ValorPay shall not be held liable by the Client, or any other party connected to it, for any expense, damage, claim, costs, loss, or equivalent resulting from the rejection of the Payment Transaction.
3. Inactive Profiles
A Profile will be deemed to be inactive or dormant if no activity happens during a consecutive period of 180 days. Such inactive Profiles shall be closed by ValorPay further to giving the Client 60 days’ notice by email at the address provided by the Client upon registration.
The notice shall inform the Client of the safeguarded amount available and of the method of refund of the said amount. The Client shall be entitled to advise ValorPay of an earlier date of closure of the Profile until the end of the notice period.
5. CREDITING AN ACCOUNT
The Client shall be able to receive funds into its Account.
ValorPay will credit the funds resulting from the second subsequent Payment Transaction as soon as possible, and no later than by the end of the working day the funds were received by ValorPay.
6. DEBITING AN ACCOUNT
ValorPay provides Payment Services that enables Clients to instruct ValorPay to carry out Payment Transfers from their Account.
The Clients shall login to their Profile using the credentials provided by ValorPay to initiate and authorise any outgoing Payment Transaction.
The request for authorization will be prompted by the receipt of a One Time Passcode (“OTP”) issued to the Client’s mobile phone number as provided to ValorPay by the Client at the time of submitting their application, or by ValorPay’s third-party authentication tool issued to the mobile phone number as provided to ValorPay by the Client at the time of submitting their application. The OTP will need to be entered into the payment page to initiate and authorise the Payment Transaction.
The registered mobile phone number can be amended at the Client’s request as applicable, and evidence of the ownership of the replacement mobile number will need to be provided to ValorPay.
Payment Transfers shall only be accepted and processed by ValorPay, when the Provision of the Profile is greater than the total transfer amount (fees included). In the event that the Provision is insufficient, the Payment Order will automatically be rejected.
The available Provision corresponds to the Account balance, excluding the blocked Provision and outstanding Payment Transactions.
The Payment Order must include the following information, constituting the Payment Details:
ValorPay shall not be held liable when the Payment Details included in the Payment Order requests by the Client are incorrect or not up to date.
1. Cancellation of a Payment Order
Clients are permitted to cancel any authorised Payment Transaction within a reasonable time from its execution, but ValorPay does not guarantee that the cancellation will take effect. Each cancellation shall be individually assessed.
7. REPORTING
All Payment Transactions are displayed within the Profile and the statements are available. The statement is updated in real time.
Clients may use their personal login credentials to consult their Profile statements on ValorPay’s Website by following link https://portal.valorpayonline.com/login or using any other webpage as otherwise advised by ValorPay.
Clients shall have access to their Account statements displaying all incoming and outgoing Payment Transactions regarding their own Account(s).
ValorPay will keep all records and documents relating to the Payment Transactions carried out on an electronic archiving medium:
8. CONTRACT DURATION AND DATE OF EFFECT
This Agreement comes into effect for an indefinite period of time and as soon as the Client has accepted it.
Acceptance happens as soon as the Applicant submits its application. This Agreement shall continue and be governed by the provisions set out in the present Agreement until terminated by the Client or ValorPay contrary to clause 18 below.
9. FEES
In return for providing the Client with Payment Services, ValorPay shall receive remuneration, as agreed in a separate pricing letter that will be agreed on a case-by-case basis between ValorPay and the Client.
ValorPay shall deduct its charges and transfer fees prior to each payment being sent to the recipient or being settled to the Client’s Account.
ValorPay may amend the prices with any such amendment taking effect two months further to the notification of the new pricing being sent to the Client.
10. SECURITY
1 Notification obligation
It is the Client's duty to immediately inform ValorPay of any suspected fraudulent access or use of their Profile or of any event that is likely to result in such a use, including but not limited to: loss, accidental disclosure or hacking of their Profile login details or a non-authorised transaction.
Any notice or information sent by email to support@valorpayonline.com shall be deemed to have been duly given on the date of the transmission.
ValorPay requires two factor authentications to be completed upon logging into the Profile and executing transactions on the Profile.
2 Prevention
ValorPay shall use all reasonable effort to prevent any fraudulent use of the Profiles.
ValorPay requires two-factor authentications to be completed upon logging into the profile and executing transactions on the profile. This is designed to prevent any illegitimate Profile access.
3 Disruption to Payment Services
ValorPay shall endeavour to provide a reliable, and continuous service. However, ValorPay does not guarantee such continuous, uninterrupted access to the Payment Services and shall not be held liable for any delay, total or partial inaccessibility or other inconvenience related to the Payment Services if such disruptions were caused by factors beyond ValorPay’s reasonable control.
Clients are hereby informed that ValorPay may occasionally interrupt access to all or part of the Payment Services in order to carry out repairs, maintenance, or improvements, in the event of a suspected hacking attempt, embezzlement or any other security risk, upon request or instructions from competent, qualified individuals or authorities.
ValorPay shall not be liable for consequential, direct, indirect, or special losses, damages, or equivalent whether directly or indirectly caused by the interruption of the Payment Services.
As soon as the Payment Services will be restored, ValorPay shall use all reasonable efforts to process all pending Payment Transactions as quickly as possible.
ValorPay shall not, under any circumstances, be held liable for indirect damages, such as commercial harm, loss of customers, commercial disruption, loss of profit or damage to brand image suffered by a Client or third party, that may have resulted from the Payment Services it provides. Any action brought against a Client by a third party will be treated as indirect damage and therefore will not entitle the former to compensation.
Unless otherwise stipulated in this Agreement or mandatory laws, and without causing prejudice to other grounds for excluding or limiting responsibility defined by this contract, ValorPay shall not, under any circumstances, be held responsible for any damage caused by a force majeure event or event beyond its control.
11. PROTECTION OF CUSTOMER FUNDS
In compliance with the Payment Services Directive 2 (“PSD 2”) ValorPay will forward all payments to the safeguarding account the moment funds are received.
In cases where ValorPay is processing payments through other EMIs that cannot safeguard funds, the process of getting the money from a credit institution to the EMI and back again could be time-consuming.
ValorPay speeds up this process by depositing money with the credit institution directly, and topping up and debiting the segregated client account as required to ensure that the money in the segregated client account matches the amount of “relevant funds”.
ValorPay’s safeguarding policy and details of the ring-fencing mechanism of the said accounts shall be provided by ValorPay to Clients upon request.
All Accounts are issued on top of the safeguarding account. All funds sent through Accounts are automatically sent to the safeguarding account.
Clients’ funds are safeguarded and protected against any claims from creditors of ValorPay, including enforcement and insolvency proceedings.
12. CONFIDENTIALITY
The Client shall respect the strictest confidentiality regarding all technical, commercial, or other information to which he may become privy to through the receipt of the Payment Services.
Each of ValorPay and the Client agrees that it will keep confidential and not disclose, whether directly or indirectly, any confidential information belonging to the other.
Unless otherwise required under applicable laws this duty of confidentiality will remain in effect for the duration of the Client's subscription to the Payment Service and for five (5) years following the termination of this Agreement.
This duty of confidentiality does not apply to information that:
13. COLLECTION AND PROCESSING OF PERSONAL DATA
ValorPay’s Privacy Policy is available at https://valorpayonline.com/privacy-policy.html.
Any personal information that Clients provide to us will be dealt with in line with ValorPay’s Privacy Policy which explains what information is collected from Clients, how and why ValorPay collects, stores, uses and shares such information.
The Privacy Policy also provides for Client’s rights in relation to their personal information as well as information on how to contact ValorPay and supervisory authorities in case of query or complaint about the use of their personal information.
This clause shall have effect as if it incorporates the provisions of the Privacy Policy which Clients acknowledge and accept.
14. PROBATIVE VALUE
All information saved in ValorPay's computer databases regarding Payment Orders and Payment Transactions have, until proven otherwise, the same probative value as a hand-signed paper copy, both in terms of their content and the date and time they were produced and/or received. These unalterable, secure, and reliable traces are embedded and saved within ValorPay's computer systems.
Documents held by ValorPay that replicate this information, as well as copies or reproductions of documents produced by ValorPay, have the same probative value as the originals, unless proven otherwise.
15. FRAUD PREVENTION
ValorPay takes fraud very seriously and will always endeavour to mitigate the risk of fraud to the best of its capabilities.
Clients are made aware that criminals are experts at impersonating people, organisations, and various authorities, including the police. This could be done online, via email or through telephone calls. ValorPay would like to highlight some of the ways Clients can avoid becoming victims of fraud.
1. What ValorPay will do to protect Clients
Checks on Payments Transactions is part of ValorPay’s fraud prevention measures.
ValorPay may take whatever action is considered appropriate to meet any obligations relating to the prevention of fraud, crime, money laundering or terrorist activity and the provision of financial and other services to persons who may be subject to sanctions.
This may include, but is not limited to, investigating and intercepting Payment Transactions sent to or from Accounts and investigating the intended payer or payee or source of funds. Checks to identify and verify identities of Clients and connected persons, as well as screening for financial and embargoes or other sanctions are also part of ValorPay’s fraud prevention process.
Carrying out the verifications mentioned above may delay the processing of payment instructions or the receipt of cleared funds, but where practicable and permitted, Clients shall be advised of the reasons for any delay and shall be kept updated.
ValorPay may decline to process a Payment Transaction to or from an Account where it is reasonably believed that such Payment Transaction is unlawful.
In circumstances where a payment is made to or from an Account and ValorPay, the paying Payment Service Provider or our banking partners know or suspect that it was made fraudulently or as a result of fraud, ValorPay may:
Without prejudice to the generality of clause 16, ValorPay shall not be responsible to the Clients or any third party for any loss, expense, costs, damage or other liability suffered as a result of any delay to or rejection of the processing of a Payment Transaction further to ValorPay’s fraud prevention measures set out above, or as a result of the payment back of any money known or suspected to have been paid to or from an Account fraudulently or as a result of a fraud.
2. What Clients can do to protect themselves
ValorPay advises its Clients to:
16. LIABILITY
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Framework Agreement. References to liability in this clause include every kind of liability arising under or on connection with the Framework Agreement (and/or the performance or contemplated performance of the services) including liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise.
1. Limitation of liability
Subject to sub clause 16.2, ValorPay shall not be held liable for any consequential, indirect or special losses, nor for any of the following (whether direct or indirect) loss of profit, use of data that is not protected under data protection regulations as explained under the terms of the Privacy Policy, production, contract, opportunity, savings, discounts or rebate (whether actual or anticipated), or of goodwill and other harm to reputation.
ValorPay’s failure to comply with our obligations under the framework agreement, then, subject to the below we will be responsible to you for the loss or damage you suffer that is a foreseeable result of ValorPay breaching the framework agreement. ValorPay will not be responsible for loss or damage that is unforeseeable, whether such loss or damage is a result of ValorPay breaching the Framework Agreement or otherwise.
Loss of damage can only be considered foreseeable if it is obvious that it will happen or, if at the time both sides entered into this framework agreement, ValorPay and the other party to this agreement knew that the loss or damage might happen.
ValorPay will not accept responsibility to you for any of the following:
ValorPay will not be responsible to you for any losses that may arise because;
2. Liability
Notwithstanding any other provision of this Agreement, ValorPay’s liability shall not be limited in any way in respect of the following:
Clause 16 shall survive the termination of this Framework Agreement.
17. RISK WARNING
1. General
Any and all of the Payment Services, software, confidential information, and any other technology or materials provided by ValorPay to the Clients are provided “as is” and without warranty of any kind. Except as otherwise expressly stated in section 16, ValorPay does not warrant or represent that its Payment Services will be uninterrupted, fit for a particular purpose, error-free, reliable, or secure at all times, despite using reasonable efforts to provide secured Payment Services.
Clients acknowledge that there are risks inherent in internet connectivity that could result in the loss of personal data, confidential information, and property.
Clients accept to use the Payments Services at their own risks and without holding ValorPay responsible for any damage resulting thereby.
ValorPay does not provide any investment, trading, financial, tax, legal, or any other kind of advice and disclaim all responsibility resulting from a loss occurring further to any kind of investment incurred by Clients.
ValorPay shall never be deemed to be a third party to any investment, brokerage, or other payment agreement made between the Clients and their beneficiaries.
No information whether oral or written obtained from ValorPay or through the use of the Payment Services shall create any warranty or representation.
18. TERMINATION OF THE FRAMEWORK AGREEMENT
1. Notice of termination
The client may terminate this Agreement, which will result in the closure of their Profiles, by sending a notification by email to the following email address: support@valorpayonline.com with a month's notice.
ValorPay may decide to terminate this Agreement and close the Profile as a result, by sending a notification by email to the Client's email address with a two months’ notice.
In the event of a modification to applicable regulations and their interpretation by the relevant regulatory authority that may affect the ability of ValorPay to carry out Payment Transactions, this Agreement will automatically be terminated without notice.
2. Gross negligence
In the event of gross negligence by either ValorPay or the Client, this Agreement may be terminated with immediate effect by written notification sent by email from the prevailing party.
Gross negligence by the Client is understood to mean: communication of false information; engaging in illegal activity, contravening standards of public decency; money laundering or financing of terrorism; threats to agents of ValorPay; defaulted payment; failure to comply with an obligation of this contact; excessive debt or, for legal entities, the nomination of a special mediator and insolvency administrator to initiate rehabilitation or liquidation proceedings.
Gross negligence by ValorPay is understood to mean: communication of fraudulent representation; failure to comply with an obligation of the terms and conditions set out in this Agreement; the nomination of a special mediator and insolvency administrator to initiate rehabilitation or liquidation proceedings.
3. Consequence of termination
Clients may no longer send Payment Orders after the Termination Notice has been issued. Profiles may be maintained for a period of 15 months for the purpose of dealing with possible subsequent disputes and complaints. Payment Transactions initiated before the Termination Notice has been issued will not be affected by the termination request and shall be fulfilled as far as possible under the terms of this Agreement.
Termination of this Agreement will result in the permanent closure of the Profile. The closure of a Profile will not give rise to any compensation, regardless of any possible damage caused by said closure.
Any Client whose Profile has been closed by ValorPay, shall not be authorised, unless explicitly authorised by the latter, to open another Profile. Any Profile opened in violation of this provision may be immediately closed by ValorPay, without notice.
19. MODIFICATION OF THE FRAMEWORK AGREEMENT
Any amendment to the Framework Agreement shall be communicated by email to the existing Clients at the time of the amendment and no later than two (2) months before the date proposed for its entry into force.
If the Clients fail to communicate an objection to ValorPay by the end of this two (2) month deadline, the former is deemed to have accepted said amendments. If the Clients reject the proposed amendment, they may freely terminate this Agreement, by written request, before said amendment comes into effect. Such termination shall come into force 1 month after the notification is sent to ValorPay as per sub clause 18.1.
20. General information
Should administrative formalities be necessary to comply with the terms and conditions of this Agreement, ValorPay and the Client shall provide each other with mutual assistance to regulate such formalities.
If one of the non-substantive stipulations of this Agreement is rendered null and void with regard to an effective rule of law, it will be deemed as not written, but will not invalidate the rest of this Agreement.
21. Governing law and jurisdiction; redress
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Lithuania, exclusive of conflict or choice of law rules.
If Parties cannot reach a mutually suitable solution through good faith negotiation, each Party irrevocably agrees that, subject as provided below, the courts of Republic of Lithuania in compliance with regulatory enactments of Republic of Lithuania shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims), including in case of side claim or counterclaim.
22. Help, information, and complaints
If you have any queries or require a copy of this Agreement (or any document comprised in them), please contact ValorPay by email at support@valorpayonline.com.
ValorPay will not accept complaints pertaining to relations between Clients or between a Client and a third party. This article of the Payment Services Framework Agreement only covers complaints pertaining to the lack of or poor execution of a Payment Services carried out by ValorPay.
If you do experience a problem, we will always seek to resolve this as quickly and efficiently as possible.
We will then investigate the matter and try to reach a satisfactory conclusion. Complaints may be recorded and monitored for our internal use; we may submit an anonymised summary of complaints made to us during a particular period of time to our regulator.
ValorPay UAB Konstitucijos av. 7, LT-09308 Vilnius
ValorPay UAB is a European Payments Institution, licensed and supervised by the Bank of Lithuania