General Terms and Conditions Nordark offer through it's Payment Services
Updated 2024-08-09
1.1 Account – The Account opened for the Client with Nordark.
1.2 Aggregated Platform – Nordark provides access to multiple Service Providers through its aggregated platform model. The Client gets access to a suitable Service Provider according to its needs.
1.3 Business day – a day when the services are provided by Nordark. Business days may vary depending on the services provided which shall be specified by the company in further detail. In case the Company does not provide different business day in these Terms and Conditions or annexes to these documents, then the business day is the day, which is not Saturday, Sunday or other national holiday, set forth by the legal acts of the Republic of Lithuania.
1.4 Business hours – Business hours for the Services outlined in these terms and conditions are between 8 am and 4.30 pm if different hours are agreed in a separate agreement between the Parties and the Service Provider, in which the latter shall prevail.
1.5 Client/you – a legal person who is using or has expressed the wish to use the services provided by the Company.
1.6 Company/Nordark – UAB Nordfinex, a company incorporated under the laws of Lithuania with company number 306129193 and registered office at Mėsinių str. 5. LT-01133 Vilnius, Lithuania. The company is providing its payment services through third party providers.
1.7 Confidential Information – means confidential information of the other party concerning the other party’s business, plans, customers, clients, technology, services and products and other information held in confidence by the other party including all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential. Information will not be deemed Confidential Information if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of these Terms by the receiving party; or (iv) is independently developed by the receiving party. The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of law, provided that it gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure and it is not itself unlawful to give such notice.
1.8 Fee – a fee that is charged by the Company for a payment transaction and/ or related services.
1.9 IBAN - an international payment account number identifier, which unambiguously identifies an individual payment account in a Member State, the elements of which are specified by the International Organisation for Standardisation (ISO).
1.10 Password (Passwords) – any code of the Client created in the Company’s system or a code provided to the Client by the Company for access to the Account or initiation and management of separate services provided by the Company and/ or initiation, authorization, implementation, confirmation and reception of Payment transactions.
1.11 Party – the Company or the Client, together referred to as “Parties”.
1.12 Payee - a natural or legal person who holds a payment account and who is the intended recipient of funds which have been the subject of a payment transaction.
1.13 Payer – a natural or legal person who holds a payment account and allows a payment order from that payment account.
1.14 Payment account - the account opened by Nordark and held in the name of the Client which is used for the execution of payment transactions.
1.15 Payment order – an instruction given by the Client to execute a Payment transaction.
1.16 Payment services – Services provided by Nordark through its regulated partners under the agreement.
1.17 Payment transaction – an act, initiated by the payer or the payee of transferring funds between payment accounts, irrespective of any underlying obligations between the payer and the payee.
1.18 Regulatory Authority – refers to any government or regulatory body, department, agency, commission, board, tribunal, state-owned enterprise or entity responsible for creating laws, rules, or regulations (including stock exchanges) that govern or have jurisdiction over either Party and/or their affiliated Group Companies in relation to this Agreement. This term also encompasses any entity that succeeds or supplants any of the aforementioned entities.
1.19 Services – meaning the services provided by the Company under these Terms and Conditions. The Services provided are subject to changes.
1.20 Service Provider – The payment services and E-money services are provided by the Service Provider that is specified in an additional agreement between the Parties and the Service Provider. The Service Provider is an authorised Electronic Money Institution partnered with the Company to facilitate the provision of Payment Accounts and Payment services.
1.21 Terms and Conditions – the agreement regulating the Payment services and communication between the Company and the Client.
1.22 Two-factor authentication (2FA) – an enhanced security process requiring two different forms of identification to access an account. The process is designed to ensure a higher level of security than a traditional password-based authentication.
1.23 Website – Company’s website www.nordark.com.
2.1 These terms and conditions are provided for informational purposes. A finalised version of these terms and conditions that are signed by the Client and Nordark (the Parties) provides the binding agreement between the Parties.
2.2 The provisions outlined in these Terms and Conditions shall be applied to all interactions between the Company and the Client concerning the Payment Services offered to the Client through access from the Nordark Platform. This agreement applies to all relationships that arise both prior and subsequent to the enactment of these Terms and Conditions.
2.3 Aside from this agreement, the relationship between the Company and the Client is governed by the Privacy Policy, Annexes to these Terms and Conditions, additional agreements between the Parties and the Service Provider and the laws and other legal acts executed by a relevant Regulatory Authority.
2.4 These Terms and Conditions are inseparable from the other agreements entered into between the parties. Any conflict between a clause of these Terms and Conditions should be interpreted and resolved with the following order of precedence: the annexes to these Terms and Conditions additional agreementsthe signed version of these Terms and Conditions these Terms and Conditionsother documents referred to in these Terms and Conditions or any other attached documents.
3.1 Nordark is not a bank and does not provide financial services. Nordark works together with banking providers to facilitate the access to payment services through its aggregated platform.
3.2 Nordark provides the Client with access to payment systems through a selected Service Provider. Access to the Client’s account held with the Service Provider is enabled through API access managed by the Company. Nordark is solely acting on behalf of the Client and is not the provider of financial or payment services.
3.3 Nordark is responsible for opening and managing a Payment Account dedicated to the Client.
3.4 The opening of a Payment Account enables the Client to execute payment transactions, including transfers of funds:i. Pay-ins to the Payment Account:ii. Pay-outs from the Payment Account.
3.4.1 and electronic money issuance to the Payment Account and withdrawal from respectively.
3.5 The services referred to in clause 3.4 are provided by the Service Provider through access from the Nordark platform.
4.1 The Payment Account is an account opened in the Client’s name that enables the Client to send and receive payments. Electronic Money held on the Account is not a deposit and no interest rate will be paid by the Company nor the issuer for the Electronic Money held in the Account. The Payment Account is issued by an authorised Service Provider.
4.1.1 There are different types of Payment Accounts depending on the needs of the Client. The type of Payment Account opened for the customer is disclosed in a finalised version of these terms and conditions and signed by the Client and Nordark.
4.2 By executing the Agreement, the Client hereby acknowledges that the Electronic Money held on the Account is not covered by the state Deposit and Investment Insurance company of Lithuania or equivalent in other EEA Countries or the UK. The Service Provider holding the Electronic Money adheres to the legal requirements followed by the European Union law, or the equivalent regulations in the UK or other EEA countries, applicable on the issuance of Electronic Money in order to ensure safety and liquidity of the funds deposited.
4.3 The Electronic Money in the Client’s Account belongs to the Client. No third party has any claim or rights to the Account or the Electronic Money credited to it.
4.4 The opening of an account is described in clause 5 (five) of these Terms and Conditions. During the registration process, you must agree to these Terms & Conditions, our Privacy Policy, and any other relevant documents, especially considering the range of Services you plan to utilise.
4.5 You can only create an Account if it complies with the legal regulations of your country of registration. By setting up the Account, you assert and guarantee that its creation does not infringe upon any laws or regulations that apply to you. By agreeing to these Terms & Conditions, you commit to compensating Nordark for any losses arising from your failure to uphold this obligation.
4.6 Should you share your Account login details with a third party, all transactions conducted on the Account will be presumed to have been authorised by you and in accordance with your intentions. If any damages result from such sharing, you are responsible for those damages and must fully compensate Nordark for any losses incurred.
5.1 To begin utilising the services provided by Nordark, the Client must complete registration in the system (hereinafter referred to as 'System') and submit all necessary corporate and/or personal documents. Nordark reserves the right to decline the registration of a new Client without stating the reasons. Nonetheless, Nordark guarantees that any refusal to register will be grounded in substantial reasons, which Nordark is either not obliged or permitted to disclose.
5.2 During the registration process in the System, a user profile is initially set up for a representative of the Client. This user profile is individualised, meaning that every Client representative authorised to manage the Account needs to register separately in the System. The Client must create its own personal user profile and undergo the Client identification process as stipulated by the System. Please note that this identification procedure is subject to change at any time.
5.3 These Terms and Conditions become effective once the Client completes the application in the Company's System, has reviewed the Terms and conditions herein, and has electronically expressed their agreement to adhere to them. This document shall remain in effect for an indefinite period, unless a different duration is mutually agreed upon by the Parties.
5.4 Upon registration, the Client acknowledges and agrees to the terms set forth in the Terms and Conditions and commits to abide by them.
5.5 The Client asserts that all information provided during the registration process is accurate. If necessary to modify or supplement any details, the Client is obligated to provide only accurate information. The Client will be responsible for any losses that arise from the provision of incorrect data.
5.6 In order for Nordark to initiate or maintain the provision of Services, the Client is required to verify their Account, agree to any new Services or parts of a Service, and undergo the Client verification process as outlined in these Terms and Conditions or as specified in the System.
5.7 As part of the Client verification process, Nordark may request the Client to undertake the following:
5.7.1 submit original documents or their copies, or notarized copies as mandated by the Company;
5.7.2 for the purpose of identifying beneficial owners, Nordark is entitled to require the Client to provide an up-to-date and accurate list of shareholders. The Client must affirm that the list is current and that the shareholders own the shares in their own right, not on behalf of third parties (if shares are controlled by third parties, this should be explicitly stated along with the identities of those third parties). The Company reserves the right to decline Services if it is impossible to ascertain the beneficial owners of the legal entity (for example, if the beneficiaries are bearer shareholders, in the case of the Client being a legal entity).
5.8 In specific cases, as required by law or due to the nature of the document (such as when an original document is necessary), Nordark may require the Client to follow a particular verification method specified by the Company.
5.9 The specific features of the Services are detailed in these Terms and Conditions, any supplementary agreements between the Parties, and/or on www.nordark.com or app.nordark.com.
5.10 The Payment transactions are provided using the unique identifier, which is the code of the Payment Account.
5.11 The Client may be assigned a different unique identifier to ensure accurate processing of a specific Payment transaction. Nordark is not responsible for errors in Payment orders where the unique identifier is missing, incorrect, or if the Payee's payment service provider incorrectly credits funds to the Payee's Payment Account.
5.12 The Company may request additional or specific mandatory details (such as the amount and currency, Payee’s full name or legal entity name, payment code, address, date of birth) necessary for the correct execution of the Payment order.
5.13 A Payment transaction is deemed authorised only upon the Payer's explicit consent to execute the transaction.
5.14 Consent for a Payment transaction can be given in a form and manner mutually agreed upon by the Parties. If consent is provided in writing, it must be properly signed by both parties. Consent may also be authenticated through identity verification measures, such as a security code provided to the Client, the 2FA feature and the login credentials established at the time of Account creation. Alternatively, consent may be expressed in other forms or manners required for specific Services or as outlined in any supplementary agreement between the Parties.
5.15 Consent must be granted before the execution of the Payment transaction.
5.16 Cancellation Policy for Payment orders:
5.16.1 a Payment order cannot be revoked once it has been received by the Service Provider, except as specified in these Terms and Conditions;
5.16.2 if the Payment transaction was initiated by the Payee, the Payer cannot cancel the Payment order after it has been transmitted or after giving consent to the Payee to execute the transaction;
5.16.3 cancellation of a Payment Order is only possible if both the Client (Payer) and the Service Provider mutually agree to do so. If the Client wishes to cancel a Payment order a request has to be made However, the Payee’s consent is also required for the cancellation.
5.17 Receipt, Requirements, and Refusal of Payment Orders:
5.17.1 If the Client, acting as Payer, submits a Payment order, it is considered received on the day of the reception. Should the reception occur on a non-business day, it is deemed received on the subsequent business day.
5.17.2 Any Payment order received by the Company on a Business day but outside normal Business hours is considered received on the next business day.
5.17.3 Payment orders transmitted through the system will be processed upon receipt by the Service Provider, unless suspended due to legal provisions or the stipulations of these Terms and Conditions, irrespective of the Service Provider’s business hours.
5.17.4 The Company reserves the right to record and store all Payment orders and information regarding Client-executed transactions. These records may be presented to the Client or legally authorised third parties as proof of submitted Payment orders and completed transactions.
5.17.5 The Service Provider may decline to process a Payment order if there are reasonable doubts about its authenticity or the legitimacy of the accompanying documents. In such instances, Nordark may request additional confirmation of the Payment order or documents proving the authority to manage funds or other specified documents, at the Client's expense. The Company is not responsible for losses resulting from the Service Provider’s refusal to process a Payment order due to the Client's failure to provide additional information or documents.
5.17.6 The Client is responsible for maintaining sufficient funds in the appropriate currency in their Payment Account to cover the Payment order and any fees according to these terms and conditions.
5.17.7 The Company may engage third parties to partially or entirely execute the Client's Payment order when necessary for the Client's interests or the nature of the order. If the essence of the Payment order requires further processing by another financial institution, and that institution suspends the Payment order, the Company is not liable for such suspension but will endeavour to ascertain the reasons for it.
5.17.8 In case the Service Provider suspends or terminates the execution of a Client’s Payment order due to legal requirements or circumstances beyond the Company's control, Nordark shall not be liable for any costs occasioned by the suspension or termination of the Payment order.
5.17.9 Should the Service Provider decide not to execute a Payment order submitted by the Client, Nordark will promptly inform the Client of this decision or facilitate conditions for the Client to become aware of this notification, unless such communication is technically unfeasible or prohibited by law.
5.17.10 Payment orders from the Client intended for transactions on the Client's Account will not be processed if the funds in the Account are seized, the Client's right to manage the funds is legally restricted in any way, or if transactions are halted under applicable laws.
5.17.11 If funds transferred via a Payment order are returned due to factors outside the Company's control (including incorrect Payment order details or closure of the Payee's account), the refunded amount will be credited back to the Client's Payment Account. Commission fees incurred by the Payer for executing the Payment order are non-refundable, and any additional fees incurred due to the return of funds may be charged to the Client's Payment Account.
5.17.12 The initiated Payment transfers are categorised as standard or instant. The Client is responsible for selecting the type of Payment transfer through the system. If the Client does not specify the type, the transfer will be processed as a standard Payment transfer.
5.17.13 The schedule for executing Payment transactions and other Services is outlined in these Terms and Conditions, agreements between the Parties and the Service Provider, and any additional agreements established between the Parties.
6.1 The issuance of electronic money is performed by the relevant Service Provider. Funds held on the Client's Account are considered Electronic money which shall be issued by the Service Provider after the Client transfers or deposits money to the Account. Upon receipt of the funds from the Client, the Service Provider credits the Client's Account, simultaneously issuing Electronic Money equivalent to the nominal value of the deposit or transaction. The Electronic money is credited to and held on the Client's Payment Account.
6.2 The Client selects the specific method of transferring or depositing funds to the Payment Account by choosing the particular function which contains instructions for depositing money for each means of payment.
6.3 The nominal value of the Electronic money coincides with the value of the funds deposited or transferred to the Client’s account, after deduction of a standard commission fee applicable to the payment mean.
6.4 Electronic Money held in the Account is not a deposit and no interest rate nor any other benefits associated with the time period it is stored will be paid by the issuer for the Electronic Money held in the Payment Account.
6.5 The Client has the right to request the redemption of Electronic Money stored in their Payment Account at its nominal value at any time, except in cases where different terms have been mutually agreed upon by the Parties and the Service Provider.
6.6 To initiate the redemption of Electronic Money, the Client must issue a Payment order instructing the transfer of Electronic Money from their Payment Account to another specified account of their choosing.
6.7 The redemption of Electronic Money will adhere to the same standard conditions that apply to transfers and other Payment transactions conducted in the Client's Account. There are no unique conditions for the redemption process. The Client may choose the amount of Electronic Money they wish to redeem or transfer.
6.8 No additional fee for Electronic money redemption is applied. In the event of redemption of Electronic money, the Client is responsible for the standard transaction or withdrawal fee, which varies based on the chosen method for transferring or withdrawing the Electronic Money.
6.9 In case the Client terminates this agreement and requests the closure and deletion of their Account, or if the Company or the Service Provider ceases to provide services and removes the Client's accounts from its system as outlined in these Terms and Conditions, any funds in the Payment Account will be transferred to a bank account or another electronic payment system designated by the Client. The Company is entitled to charge any owed amounts from the refunded balance. This includes service fees, termination fees and any unpaid expenses incurred by the Client, such as fines and damages levied by financial institutions or government authorities due to the Client's violation of these Terms and Conditions.
6.10 In case of failure of repayment of the money to the Client due to reasons beyond the control of the Company, the Client shall immediately be informed of this issue. Upon notification, the Client is required to promptly provide an alternative account or any additional information necessary to facilitate the repayment of the funds.
7.1 The Company shall provide the Client with information about the possible maximum terms of the execution of a certain Payment order, the payable Commission fees and how these Commission fees are split up. This information shall be provided before the execution of the Payment order and is available in the Account of the Client through the system.
7.2 The Company may provide the statement to the Client about the provided Payment transactions, which show as follows:
i. the amount of the Payment transaction in the currency indicated in the Payment Order;
ii. the commission fees applicable on the Payment transactions and how these fees are split up;
iii. the applicable currency exchange rate and the amount of Payment transaction after the currency exchange rate;
iv. the date of writing down of funds from the Account;v. the date of incomes to the Account;
vi. other information that should be submitted to the Client in accordance with applicable legal requirements of the state where the relevant Service Provider is licensed.
7.3 The Company has an obligation to inform the Client about suspected or executed fraud performed by other persons or security threats related to the Services by submitting the Client information through the system in accordance with the method indicated in this Agreement which is deemed as the most appropriate one in the particular situation.
8.1 The company adheres to the Anti-Money Laundering (AML) regulations outlined by regulations in Lithuania, including the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania. The company is providing its services through Service Providers operating as authorised Electronic Money institutions which are obliged to comply with the anti money laundering regulation in the jurisdiction where their license is held. By fulfilling the requirements under the anti money regulations Nordark will establish the identity of the Client and its relevant stakeholders before the execution of the Agreement for the purpose of AML regulations.
8.2 The Company shall be entitled to request the Client to submit information, data and documents as well as performance of other actions required to establish or confirm the identity of the Client and its stakeholders for the purpose of complying to applicable law. The Client shall therefore be obliged to provide the Company with the requested information or performance. Failure to comply with these requirements or unsatisfactory results of the establishment procedure shall be subject to termination of the Agreement between the Client and the Company with immediate effect.
8.3 In order to assess the Client’s risk and compliance with the risk appetite and prohibitions and restrictions of Nordark and the Service Provider, all information and documents reasonably requested by Nordark shall be submitted by the Client. Nordark shall not commence any provision of services if any of the information is insufficient.
8.4 Nordark shall have the right to request the Client to provide any information, data and/or documents regarding the Payments performed on Client’s Account in order for the Service Provider to justify such Payments. Failure to comply with this requirement may result in suspension of Services provided to the Client by Nordark or the termination of this Agreement with an immediate effect by Nordark.
8.5 Nordark shall have the right to terminate the agreement in case the Client does not hold the relevant licence or registration needed to operate within their area of operation.
8.6 If you do not provide documents that satisfy the aforementioned criteria, Nordark reserves the right to reject them and disregard any information contained within those documents. Should you fail to rectify these deficiencies within the timeframe specified by Nordark in a written notice, and if such failure presents an excessively high risk to Nordark (for instance, if it's impossible to categorise you into a higher risk group, establish the identity of any individual or entity, or you do not hold the relevant licence), Nordark has the authority to immediately terminate the Agreement.
8.7 The Client hereby acknowledges that the information provided to Nordark will be shared with the Service Provider in the extent necessary to comply with Anti-Money Laundering (AML) regulatory requirements.
9.1 Nordark reserves the right to unilaterally modify the Agreement. Nordark may update the Terms and Conditions contained in this agreement and these updates shall be announced and implemented through the platform. In case of any amendments the Client will be required to accept the updated Terms and Conditions related to the Services. However, Nordark is not obligated to notify the Client of minor changes that do not materially affect the Agreement. Changes considered non-material include grammatical, stylistic, rephrasing, or reordering amendments that do not diminish your rights or worsen your position under the Agreement.
9.1.1 Amendments of the applicable fees are provided with a 30 (thirty) day written notice, unless a different notice period is specified in the Agreement.
9.2 If any updates of the terms are made in the Platform prior to any amendments are outlined in these Terms and Conditions, the terms on the Platform shall prevail.
9.3 Notifications regarding amendments to the Agreement will be sent to the email address you registered with Nordark for your Account.
9.4 Should there be any modifications to the Agreement, they will be deemed accepted by you unless they are to your disadvantage and you notify Nordark before the effective date of the changes at support@nordark.com, stating your refusal to accept the new terms. For clarity, continuing to use the Services after the new version of the Agreement takes effect will be regarded as your acceptance of the revised Agreement and its terms.
9.5 If you inform Nordark in writing that you do not agree to the new version of the Agreement, the Agreement will be terminated on the date the new version is set to come into effect.
11.1 The Agreement shall come into force on the day of its execution and shall remain in effect until terminated in accordance with the terms and conditions of the Agreement.
11.2 Parties may terminate these Terms if: (i) the other party commits any material breach of these Terms and fails to cure such breach within thirty (30) days after receipt of written notice of the same, (ii) the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
11.3 The company may terminate the Client’s account in case the Client has not performed any payment transactions in the Payment Account for more than 3 (three) consecutive months. Prior to the termination based on such a basis as defined in this clause 11.3, the Company shall contact the Client to clarify the necessity of the opened Account. If the Client cannot be reached, the following procedures will be performed:
11.3.1 In case the account does not hold any funds and no transactions has been made for the first three months following the date of the Agreement the account will be closed;
11.3.2 In case the account holds funds Nordark will make a decision whether to close the account or not. If the account is closed the funds will be returned to their original funding sources.
11.4 Nordark reserves the right to modify, suspend or terminate all or part of the Services due to:
11.4.1 any regulatory changes that prevents Nordark, it’s affiliates or the Service Provider from providing the Services in accordance with legal requirements;
11.4.2 any technical or technology changes, including technology rendering the Services obsolete or difficult to deliver in accordance with these terms;
11.4.3 the availability of the Service Provider, including but not limited to the event of discontinuance of the relationship with the relevant Service Provider;
11.4.4 requirements or directives from Governmental Authorities or a Service Provider to do so.
11.5 These Terms and Conditions may be terminated by mutual agreement between the Parties.
11.6 The Company reserves the right to immediately terminate the Agreement if it reasonably suspects or confirms that the Client:
11.6.1 is breaching applicable laws or regulations, particularly those related to anti-money laundering and counter-terrorism financing;
11.6.2 has submitted false or misleading information or documentation to the Company, has not fulfilled their duty to provide necessary documents and information concerning their Account and the utilisation of Services, or has failed to maintain current information;
11.6.3 is utilising the Services to perform or receive payments for activities related to those provided in Nordark’s restricted activities, or;
11.6.4 is in other ways using the Services for malicious, illegal or immoral purposes.
11.7 The company shall also be entitled to terminate the Agreement immediately if:
11.7.1 the Client is in breach of the Agreement and such breach is not cured within the time limit as specified by the Company in writing;
11.7.2 the Client become subject to a debt collection action or shall be entered in debtors’ register;
11.7.3 there is a change in the Client’s control or in the ownership of more than 25 % of Client’s share capital and such change is not acceptable by the Company;
11.7.4 the Client, senior management, shareholders or beneficiaries are included in the international financial sanctions and restrictive measures lists or become a politically exposed person during the term of this Agreement;
11.7.5 the Client becomes insolvent, subject to debt relief proceedings, enter into composition proceedings or resembling agreements related to debt relief, is declared bankrupt, goes into liquidation, will be subject to compulsory winding-up or otherwise cease activities or commence cessation proceedings or enter into restructuring proceedings, unless the estate or the Client that undergoes restructuring is entitled to enter into the Agreement under the applicable laws, and decides to do so. On the Company’s request, the estate is required to declare whether it wishes to enter into the Agreement within 24 hours;
11.7.6 the Company is required to adhere to the applicable law regarding its obligations to enter into such Agreement.
11.8 In case of termination of the Agreement in accordance with Articles 11.6 or 11.7 of the Agreement, termination of the Agreement shall become effective on the 5th day following the receipt of the notice concerning termination of the Agreement.
11.9 The Client shall be liable to reimburse any and all direct and indirect damages and losses that were caused regarding the termination of the Agreement in accordance with any of the grounds stipulated in Articles 11.6 or 11.7.
11.10 The Client is entitled to transfer the remaining balance to another account prior to the termination of the Agreement. The Client acknowledges that the account shall still be subject to the obligation to keep a sufficient balance to cover any fees owed to the Company. Upon the notice of the termination the Client shall then follow the instructions provided after logging in to the Account.
11.11 Under the circumstances that the applicable laws and regulations allow the Company, it shall notify the Client about the reasons for the termination of these Terms and Conditions as soon as possible.
11.12 Obligations arising between the Parties prior to the date of termination of these Terms and Conditions shall be properly executed.
12.1 The Client is responsible for ensuring that any Services are only accessed by the Client or the Client’s Authorised Persons and that you, including your Authorised Persons, employees and agents, keep your login details, API access credentials, passwords, or other security features associated with your access safe and secure. If you have any knowledge or any suspicion that any of these security features have been stolen, misappropriated,improperly disclosed to a third party or used without authorisation or otherwisecompromised you must contact our Customer Services immediately.
12.2 Regular updates of software, applications, antivirus programs, browsers, and other relevant programs are advised to maintain optimal security.
12.3 Securing devices with robust passwords, PIN codes, two-factor authentication or alternative security measures is highly recommended.
12.4 The Client shall exercise caution when evaluating received emails, even those appearing to be from the Company. The Company will never ask the Client to download attachments or install software, as fraudulent emails may include attachments that contain viruses capable of damaging devices or compromising the security of the Client's account.
12.5 It is advisable to avoid clicking on unfamiliar links, opening documents from unknown sources, installing software or applications from untrustworthy sources, or visiting websites that are not secure.
12.6 In the event that the Client detects unusual activity on their account or suspects unauthorised access by third parties for using the Services, the Client is advised to:
12.6.1 Promptly notify the Company and seek to have their account blocked;
12.6.2 For continued account usage, the Client should change their password, implement or update additional account verification methods, and remove any compromised or less secure login verification tools.
12.7 Suspension of the Account and Payment Instrument Access:
12.7.1 The Company reserves the right to suspend access to the Account (halting all or some Payment transactions) and/or any payment instrument issued to the Client in the following circumstances:
12.7.1.1 when there are legitimate security concerns regarding the safety of the funds or the payment instrument in the Account, or if there's suspected unauthorised or fraudulent activity involving the funds or payment instrument;
12.7.1.2 if the Client fails to comply with the terms outlined in these Terms and Conditions.1
2.7.1.3 if the Company has credible reason to believe that the funds in the Account might be utilised for illegal activities by unauthorised individuals, including, but not limited to, involvement in criminal acts;
12.7.1.4 in situations covered by other legal provisions, or as specified in supplementary agreements executed between the Parties.
12.8 The notices provided by the Client regarding the unauthorised or improperly executed Payment transactions:
12.8.1 The Client must review the details of executed Payment transactions at least once a month and promptly notify of any unauthorised or incorrectly processed transactions.
12.8.2 The Client must promptly notify the Company in writing of any unauthorised or improperly executed Payment transactions, including identified errors or inaccuracies in the transaction details. This notification must occur within 5 (five) Business days from the moment the Client becomes aware of such circumstances, and in any case, not later than 13 (thirteen) months after the debit date of the transaction.
12.8.3 If the Client fails to notify the Company within the specified timeframes as outlined in these Terms and Conditions and any additional agreements between the Parties regarding the circumstances described in section 12.8.2, it will be deemed that the Client has unequivocally accepted and confirmed the Payment transactions conducted in the Client's Account.
12.9 The liability of the Client for unauthorised Payments transactions and the liability of the Company for the unauthorised Payment transactions:
12.9.1 The Client’s utilisation of identity verification measures and login credentials associated with the Account serves as evidence that the Client either authorised the Payment transaction or engaged in fraudulent activity, or intentionally or negligently failed to fulfil one or more of the Client's obligations outlined in clauses 12.1 through 12.6 of these Terms and Conditions.
12.9.2 As per the conditions specified in section 12.8.2 of these Terms and Conditions or upon establishing that the Payment transaction lacked the Client's authorisation, the Client shall promptly, but no later than the close of the subsequent Business day, be reimbursed for the amount of the unauthorised Payment transaction. Additionally, if applicable, the Service Provider shall restore the Account balance to its state before the unauthorised Payment transaction, as it would have been had the transaction not occurred, unless the Company or the Service Provider has reasonable grounds to suspect fraud.
12.9.3 The Client shall bear all losses for the reasons specified in this clause, except as otherwise provided in these Terms and Conditions and/or the additional agreements signed between the Parties.
12.9.4 The Client shall be held responsible for any losses resulting from unauthorised Payment transactions if such losses arise from the Client's fraudulent actions or intentional or gross negligence in failing to fulfil one or more of the Client's obligations as outlined in these Terms and Conditions.
12.9.5 The Client may block the Account or the associated payment instrument by submitting a request to the Service Provider through access from the Company. The Company reserves the right to require that any oral request made by the Client to block the Account (including the payment instrument, if applicable) must be subsequently confirmed in writing or through an alternative method deemed acceptable by the Company.
12.9.6 In cases where the Service Provider has reasonable doubts about the authenticity of the request mentioned in section 12.9.5 of these Terms and Conditions being submitted by the Client, the Service Provider has the right to decline the request to block the Account (including the payment instrument, if provided to the Client). In such instances, the Company shall bear no responsibility for any losses that may occur as a result of the Service Provider’s inability to comply with the aforementioned request.
12.9.7 Further provisions concerning the liability of the Parties regarding unauthorised Payment transactions may be outlined in additional agreements between the Parties.
12.10 Liability of the Company for the Correct Execution of Payment Transactions:
12.10.1 In cases of improper execution of a Payment transaction Nordark’s liability arises solely from its own errors or faults. Nordark holds the API keys on behalf of the Client and is solely responsible for any faults or errors resulting from its negligence to provide the Client access to the Service Provider. No responsibility is taken for mistakes made by the Client, the Service Provider or any third parties.
12.10.2 When the Client initiates a Payment order using a unique identifier, the Payment order is considered executed correctly if it adheres to the specified unique identifier. While the Company has the option to verify whether the unique identifier in the Payment order matches the name of the Account holder, it is not obligated to do so.
12.10.3 When a unique identifier is provided to the Company along with the Account to be credited or debited, the Payment order is considered executed correctly if it adheres to the specified unique identifier. In cases where the Company conducts an examination (e.g., as part of money laundering risk prevention) and discovers a significant mismatch between the submitted unique identifier and the Account holder's name, the mentioned parties reserves the right to refrain from executing such a Payment order.
12.10.4 In instances where the Client (Payer) initiates a Payment order correctly, and the Payment transaction is either not executed or executed improperly, the Company, upon the Client's request, will promptly and without any charges, take actions to track the Payment transaction and provide the Client with the results of the investigation.
12.10.5 Nordark is accountable for either not applying Commission fees or reimbursing them if the Payment order is not executed or improperly executed due to Nordark's fault.
12.10.6 Nordark is not held responsible for any indirect losses incurred by the Client that are associated with unexecuted or improperly executed Payment orders. Nordark’s liability extends solely to the Client's direct losses.
12.10.7 Nordark is not liable for claims raised between the Payee and Payer and such claims are not reviewed by the Company. The Client can only lodge a claim with the Company concerning the Company's failure to fulfil its obligations or improper performance.
12.10.8 Nordark is not liable for claims raised between the Payee and Payer and such claims are not reviewed by the Company. The Client can only lodge a claim with the Company concerning the Company's failure to fulfil its obligations or improper performance.
12.10.9 The Services are accessed through the relevant Service Provider. Nordark is only responsible for its own failure to manage the Client’s access to their account held with the Service Provider.
12.10.10 The limitations of Nordark's liability will not be applicable if such limitations are prohibited by the prevailing laws.
13.1 Notwithstanding any other provisions of this Agreement that shall deal with the liability of the Company and limitation of liability, under no circumstances shall Nordark be liable for any specific, indirect or incidental loss, operating losses, consequential damages, claims by third parties and/or lost data, profits, revenue, customers, goodwill or interest in any other circumstance.
13.1.1 Despite the limitations of liability outlined previously, the Client is obligated to compensate Nordark for any losses, claims, damages, complaints, legal actions, or related expenses (including reasonable attorneys' fees), including but not limited to, any fines or fees levied against Nordark due to the Client's breach of the Agreement or non-compliance with all relevant rules, regulations, and laws. This obligation remains in effect even after the termination of the Agreement.
13.1.2 Any limitation on liability mentioned herein shall not apply if such a limitation contradicts applicable laws.
13.1.3 Nordark disclaims responsibility for:
13.1.3.1 any Payment and the resulting losses if they arise from the inability to secure the security measures necessary for accessing the Account and/or authorising Payment Orders, or due to the loss, theft, or misappropriation of payment instruments if the client had not protected personalised security features or any unauthorised access to the Account for which Nordark is not at fault;
13.1.3.2 any delays, inaccuracies, suspensions, or discrepancies in transactions due to actions or failures of third parties outside the control of Nordark.
13.1.3.3 any breach of obligations resulting from the actions of third parties outside its control;
13.1.3.4 any outcomes arising from the termination of the Agreement, suspension of Services, or delay in Payments, provided that such actions were in line with the terms of the Agreement and applicable legal requirements;
13.1.3.5 any breach of the Agreement or damages resulting from its adherence to applicable laws, court orders, or directives from governmental authorities;
13.1.3.6 any bugs, viruses, or other harmful code that may be transmitted to or through the Service.
13.1.4 The Client shall bear any and all damages in relation to unauthorised Payments occurring because of failure to comply with Article 11 of these Terms and Conditions.
13.2 This Agreement does not serve to exclude or limit the liability of either Party for:
13.2.1 death or personal injury resulting from its negligence;
13.2.2 losses incurred by one Party due to the other Party’s fraud, fraudulent misrepresentation, or intentional wrongdoing;
13.2.3 (with the exception of clause 13.3) any indemnities stipulated in this Agreement;
13.2.4 uncontested Charges or other financial obligations arising under this Agreement (including any Liquidity or Settlement Payments);
13.2.5 violations of data protection and confidentiality as specified in clauses 15;
13.2.6 any other liabilities that cannot be excluded or limited by law;
13.2.7 and each provision within this Article 12 is governed by this overarching clause.
13.3 To the fullest extent allowed by law, and in accordance with Article 12.2, the combined liability of each Party towards the other, regardless of whether the claim or action is based in contract, tort (including negligence), or other legal grounds, shall be restricted to an amount equivalent to the Charges paid under this Agreement during the twelve (12) months immediately preceding the event that led to the initial claim. If such an event takes place within the first twelve (12) months following the Effective Date, the liability shall be limited to the estimated pro-rata amount of Charges for the first twelve (12) months of the Agreement, calculated based on the average monthly Charges until the event occurs.
13.4 In accordance with clause 13, neither Party will be held responsible for failing to fulfil its obligations under this Agreement if such failure is due to a Force Majeure event. However, a Party will still be liable if it does not make a reasonable effort to meet its obligations despite the occurrence of such a Force Majeure event.
14.1 A Party (the "Affected Party") shall not be deemed to be in breach of this Agreement or otherwise liable to another Party (the "Non-affected Party") for any delay in performance or any failure in its obligations under this Agreement provided that the Affected Party has used reasonable endeavours to mitigate the effect of the Event of Force Majeure and to carry out its obligations under this Agreement in any other way that is reasonably practicable.
14.2 The Affected Party shall:
14.2.1 immediately notify the Non-affected Party of the nature and extent of the circumstances causing the Event of Force Majeure;
14.2.2 take all reasonable measures in order to minimise the effects of the Event of Force Majeure on the performance of its obligations under this Agreement including making efforts to create any alternative arrangements in order to proceed its obligations which is practicable and without additional material expenses incurring; and
14.2.3 subject to clause 14.4, immediately notify the other Party in case of cessation of the Force Majeure Event and resume all its obligations under this Agreement.
14.3 A party cannot claim relief from liability under this Agreement where a Force Majeure event is caused by its (or its subcontractors) neglect, failure to take reasonable precautions against the relevant Force Majeure, willful act, or is caused by its employee(s), subcontractors or suppliers.
14.4 If the Event of Force Majeure continues for more than fourteen (14) Business Days then, without limiting any other rights it may have, the Non-affected Party may terminate this Agreement by giving written notice to the other.
15.1 When the Client applies for an account and in the context of receipt of the Services, the Client will be providing Nordark with information which includes Personal Data. The Client confirms that (i) all Personal Data which the Client or any of the Client’ officers, employees, agents or subcontractors provide to us at any time has been lawfully obtained and will be lawfully supplied to Nordark in accordance with the Data Protection Legislation, and (ii) all notices have been provided and any relevant consents have been obtained (or an alternative valid legal ground for processing Personal Data has been relied on) as may be required under the Data Protection Legislation for us to process the Personal Data as contemplated by these Terms and Conditions and our Privacy Policy.
15.2 Privacy Policy: Details about how we collect, use, and share Personal Data as a Controller are set out in our privacy notice (found at https://www.nordark.com/privacy-policy/, the “Privacy Policy”). The Client agrees to bring the Privacy Policy to the attention of their staff (including the Authorised Persons) whose Personal Data is provided to Nordark by the Client.
15.3 Nordark is required to maintain certain shared personal data in accordance with Anti-Money Laundering regulations. Sub-clause 15.5 outlines the guidelines for the disclosure of personal data between the parties. The Client recognises that there will be regular disclosure of shared personal data gathered by the Client and submitted to Nordark for various reasons including the agreed purposes.
15.4 Nordark shall comply with all the obligations imposed on a controller under the Data Protection Laws.
15.5 Nordark is responsible for:
15.5.1 securing all required notifications and consents to lawfully transfer shared personal data to the permitted recipients for the agreed Purposes;
15.5.2 providing comprehensive information to any individual whose personal data is subject to processing under this Agreement, explaining the scope of such processing. This includes notifying them that upon the conclusion of this Agreement, their personal data may be held by, or transferred to, any of the permitted recipients, including their successors or assignees;
15.5.3 restrict the disclosure of, or access to, the shared personal data exclusively to the permitted recipients;
15.5.4 guarantee that all permitted recipients are bound by written contractual commitments regarding the shared personal data. These commitments, including confidentiality obligations, must be at least as stringent as those outlined in this Agreement.
15.5.5 implement suitable technical and organisational safeguards to prevent unauthorised or unlawful processing of personal data, as well as accidental loss, destruction, or damage to personal data.
15.5.6 refrain from transferring any personal data outside the European Economic Area (EEA) unless the transferring party:
15.5.6.1 adheres to the requirements set out in Article 26 of the GDPR, in cases where the third party is a joint controller; and
15.5.6.2 guarantees that (i) the transfer is to a country recognized by the European Commission as providing adequate data protection according to Article 45 of the GDPR; (ii) appropriate measures are in place in line with Article 46 of the GDPR; or (iii) the transfer falls under one of the specific exceptions listed in Article 49 of the GDPR.
15.6 Nordark and the relevant processor will only process the shared personal data for the purposes that have been mutually agreed upon.
16.1 Each party shall treat as strictly confidential and not disclose or use any information received or obtained from the other party, or on its behalf, in connection with these Terms.
16.2 Each party agrees that it will take reasonable precautions to protect the confidentiality of such information, which precautions shall be at least as stringent as those it takes to protect its own Confidential Information.
16.3 The provisions of Clause 16.1 shall not prohibit the disclosure or use of such information where:
16.3.1 expressly permitted by, or (in its reasonable discretion) required to enable it, to perform its obligations under, these Terms;
16.3.2 such disclosure is required or desirable to be made in the reasonable discretion of the relevant party by Applicable Law or by order of any court of competent jurisdiction, or by any competent judicial, government, supervisory or regulatory body;
16.3.3 such information has become publicly available other than as a result of a breach of these confidentiality obligations;
16.3.4 the disclosure is made to the party’s professional advisors on a ‘need to know’ basis;
16.3.5 is already in the possession of the receiving party other than through a breach of confidentiality obligations.
16.4 Except as otherwise provided for in these Terms, Nordark agrees that it will not disclose any Confidential Information, which has not been anonymised, of one Member/ User.
16.5 Notwithstanding the foregoing, each party may reveal the other party’s Confidential Information to its agents, representatives and employees who have a “need to know” such information in connection with these Terms, who are informed of the confidential nature of such Confidential Information, and who shall agree to act in accordance with the terms and conditions of this section or are otherwise subject to an equivalent duty of confidentiality.
16.6 Nothing in these Terms shall prohibit us from providing anonymised data or analysis in order to provide trend analysis or other market information.
16.7 Each party agrees that the obligations under this section will survive any expiration or termination of these Terms and shall continue for a period of 24 months from the termination of these Terms.
17.1 The Client will not in any manner, solicit, nor accept any business in any manner from sources nor their affiliates, which sources from anywhere in the world were made available through Nordark without the express permission of Nordark. The Client further undertakes not to enter into business transactions with other entities, the names of which have been provided by Nordark to this agreement, unless written permission has been obtained from Nordark to do so. The Client undertakes not to make use of a third Party to circumvent this clause, including the Service Provider partnered with Nordark to facilitate the Payment Services.
18.1 The relevant fees for each Service are as set out in the Annex of this Agreement. All Fees are stated exclusive of all taxes and similar fiscal charges now in force or enacted in thefuture, all of which you will be responsible for and must pay in full.
18.1.1 Any fees that are charged as a fixed amount, such as monthly fees, if applicable, will be debited from the Payment Account monthly starting on the day of account opening and thereafter monthly on the same day each following month (the scheduled date). For example, if the account is opened on the 5th (fifth) day of a month, the first monthly fee will be debited from the Payment Account on that day and the following monthly fees will be debited on the 5th day of each following month.(i) If the account is opened on the last day of the month, the fixed monthly fee is debited from the Payment Account on the last day of each following month. (ii) If the scheduled date occurs on a non-Business day, the monthly fee will be debited on the last Business day occuring before the scheduled date.(iii) If a fixed monthly fee is to cover a part of the month, then the fee shall be charged pro-rata.
18.1.2 Any other fees, such as payment fees and any additional fees will be debited automatically and displayed to the Client upon the execution of the Payment transaction.
18.1.3 Any fees for services not listed in the Fee schedule are deducted from the Payment Account upon written notification from Nordark.
18.2 Notwithstanding clause 18.6, you give us permission to take payment of an invoice directly from your Payment Account immediately upon issuance of the invoice.
18.3 The Client guarantees that a minimum amount of one Monthly Fixed Management Fee as stated in the Fee schedule is available on the balance of the Payment Account. If the balance falls below this amount the Client shall immediately deposit an amount equal to the amount missing to the Payment Account in order to cover a minimum of one Monthly Fixed Management Fee.
18.4 If the balance on the Payment Account is insufficient to cover any amount due to us under these Terms, we shall notify you of the amount outstanding and request payment.(i) If the balance is insufficient to cover the Monthly Fixed Management Fee on the scheduled date, Nordark may charge a notification fee. If after 7 days of the notification you have not paid the amount due, then we may charge interest on the overdue amount at the rate of 8% per annum above the base rate of Barclays Bank Plc and this interest will accrue daily. We may also charge debt recovery costs per the relevant legislation. Where a payment due from yourself to Nordark remains outstanding for 30 days or more, we reserve the right to suspend access to your Account and to cease to provide the Services to you.
18.5 If the account is suspended in accordance with clause 18.4 we will issue an invoice invoiced for the suspension of the account and any outstanding fees you owe to us. Unless otherwise agreed in writing or in the fee schedule, invoices are due 14 days after they are sent to you.
18.6 You agree that we may set off any amount you owe us against any sums owed by us to you. We will not use any Relevant Funds that are held by the Service Provider for you in set off, with the exception of funds in your Payment Account. We will give you 10 (ten) days prior written notice of such intention and document the amount to be deducted and the reasons for the same.
18.7 We may amend our fees on no less than 1 month (30 days) written notice for any part of our Services. By continuing to use our Services, you will be deemed to accept such fee amendments. If you do not agree to the revised fees, you may give notice to terminate the agreement.
18.8 Upon closing of the Nordark Account or the Payment Account , an account closing fee equal to one Monthly Fixed Management Fee is applied.
19.1 The Client is prohibited from transferring or assigning any rights or obligations under this Agreement without obtaining written consent from the Company beforehand. Conversely, the Company retains the right to transfer or assign this Agreement, including all associated rights and obligations, without prior notice or the Client’s consent. This stipulation is not applicable in cases where either party undergoes a change in corporate name or merges with another corporation.
19.2 In the event that a legally authorised court determines that any part of these Terms and Conditions is invalid, illegal, or unenforceable, such part shall be excluded from this Agreement. The remaining sections of the Agreement shall remain in full force and effect, continuing to be valid and enforceable within the maximum limits allowed by law.
19.3 Neither party shall be liable for any economic loss, delay or failure in performance of any part of these Terms and Conditions to the extent that such loss, delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, governmental requirements, civil and military authority, Act of God, civil unrest, unavailability of public internet, hacking or distributed DoS attacks, inability to secure materials or labour, termination of vital agreements by third parties, action of the other party or any other cause beyond such party’s reasonable control.
19.4 If the force majeure circumstances last longer than three (3) months, either party is entitled to terminate these Terms and Conditions with a written notice of immediate effect.
19.5 The Client acknowledges that any deposit guarantee schemes do not apply to the Account. However, the Service Provider ensures that Clients’ funds are kept in segregated bank accounts opened for the benefit of Clients of the Company and will not be used to keep its own funds or funds of other parties which are not considered to be users of the services offered by the Company.
Nordfinex UAB is a limited company registered in Lithuania under the code 306 129 193 as an operator of deposit virtual currency wallet and a virtual currency exchange operator.
Payment services offered in the Nordark platform are provided by third parties, licensed to operate in all jurisdictions in which Nordark operates.