Framework agreement for the provision of services and conditions of maintaining a payment account
Hereinafter referred to as «Agreement» or «this Agreement» or «Framework Agreement», concluded between the below mentioned parties (hereinafter referred to as «Parties»):
GM Wallet OU, Registry No.: 14344795, Legal address: Office 5, 7 Pikk street, 10123 Tallinn, Estonia, registered at the Politsei-ja Piirivalveamet, (hereinafter referred to as „the Provider“)
‘YOU’ who is a natural person(s) of 18 years or over, a legal entity or professional organisation or other person who has either completed, signed and delivered electronically to the Provider the Registration Form and agreed to the terms and conditions of this Agreement electronically or by signing and sending a copy of this Agreement by post to the Provider to enable the Provider to provide a service as set out herein (hereinafter referred to as „the Client“) via a GM Wallet Customer Account.
I. Subject of the agreement
1.1. The Provider undertakes to provide services (hereinafter referred to as „ Services“ to the Client under this Agreement and the Client undertakes to pay the Fee (hereinafter referred to as „Fee“) to the Provider).
1.2. Provision of Services shall consist of conversion operations, namely:
- Transfer of funds;
- Issuing and management of payment instruments and devices for accepting funds.
1.3. Services shall be provided to the Client on the basis on its instruction or order and after the terms of the specific Service are agreed.
1.4. Placing an instruction or order by the Client and agreement upon the terms of the specific Service shall be executed by the Client online via secure internet banking system (hereinafter referred to as „IB“), operated by the Provider or via e-mail communication.
1.5. Placing an instruction or order by the Client and agreement upon the terms of the specific Service may also be executed by the Parties via phone.
1.6. In relation to and for the purpose of providing the Services the Provider shall maintain a Payment Account (hereinafter referred to as „Payment Account“) for the Client.
2.1. Fee shall always be settled as per currently valid Price List of the Provider (hereinafter referred to as „Price List“) that shall be available for the Client at Provider’s Web pages.
III. Declaration of the client
3.1. The Client declares that
(a) before conclusion of the present Agreement it has acquainted in full with the Information materials , the Price List and the draft of the present Agreement, understood their content and agrees with this content unconditionally;
(b) the funds used within the frames of provision of Services as per the Agreement don‘t originate from criminal activity and that the purpose of using the Services is not an effort to legitimize any incom from criminal aсtivity;
(c) the present Agreement is concluded in accordance with its registration documents and internal rules regulating the process of decision-making and legal activities for the Client;
3.2. Declaration of the Client according to p. 3.1. shall be considered repeated each time when the terms of the specific Service are negotiated and then anytime throughout the duration of the provision of the Service.
3.3. Shall any innacuracy or falsity of the declaration of the Client appear as per p. 3.1. or any other provision in the Agreement, even partially, the Provider has the right to deny execution of Service, back out from the agreed Service or back out from the present Agreement.
IV. Declaration of the provider
4.1. The Provider obtains a permit to provide Services duly granted by the Politsei-ja Piirivalveamet.
V. Other agreements
5.1. The Provider is entitled to refuse acceptance or execution of the Client’s instruction or order without expaining the reason.
5.2. The Provider is not obliged to fulfill its obligations under the Agreement towards the Client untill the Client fails to fulfill its obligations towards the Provider.
5.3. The Provider shall not be responsible neither for deductions for the purposes of payment or ensurance of taxes nor for compliance with any tax obligations of the Client.
5.4. The Provider shall not be responsible for any loss incurred by the Client in the result of:
(a) actions of the Provider according to p. 3.3.;
(b) the wrong instruction or order of the Client;
(c) disclosure, loss or theft of the access data to the IB;
(d) disclosure, loss or theft of any other security agent, loss or theft of a mobile phone or orther device, to which access data or codes are sent on the side of the Client;
(e) Client’s failure to execute the required payment transaction correctly and on time, while the statutory requirements, terms of the Agreement and terms of the agreed Service were not met;
(f) back out from the Agreement or delay in providing the service, which happened in accordance with legislation and the Agreement, especially in case of deferred due date of the Service;
(g) inability to agree upon the terms of the specific Service or failure to provide Service, or unavailability of IB due to the reasons that are out of the Provider’s control, especially in case of market failures, malfunctions, which the Client or any third party is responsible for, short term and announced in advance malfunctions of IB, cyberattack or force majeure.
VI. Personal data
6.1. In relation to performance of the Agreement the Provider shall collect and process personal data of the Client and its employees, optionally further persons, connected with the Clent. By signing this Agreement the Client confirms that it agrees with such collection and processing of its personal data. In cases where current legislation requires, the Client shall provide an approval for such collection and processing of personal data of its employees or further persons connected with the Client, in a scope, required by the law and provide this approval to the Provider. Such an approval is valid and effective only for the duration of the Agreement. Upon expiration of the Agreement the Provider shall dispose of the relevant personal data, unless its stated differently by legislation or any administrative or judical desicion assosiated with any of the Parties.
7.1. The Parties are obliged to maintain confidentiality over content and performance of the Agreement and over all the circumstances they became aware of relatively to the Agreement. For avoidance of missunderstanding disclosure of information to the business representative or employee of the Provider shall not be considered a breach of confidentiality. The obligation of confidentiality Povinnost mlčenlivosti shall also apply after termination of the Agreement.
VIII. Duration of the agreement
8.1. The Agreement is concluded for an indefinite period.
IX. Cancellation, termination, ammendments of the agreement
9.1. The Client has the right to withdraw from the Agreement only within 14 days from its conclusion without giving a reason.
9.2. The Client may also terminate the Agreement without giving a reason with a notice period of 1 month. The notice period shall commence from the day following the day of receipt of the written notice by the Provider.
9.3. The Provider may terminate the Agreement without giving a reason with a notice period of 2 months. The notice period shall commence from the day following the day of receipt of the written notice by the Client.
9.4. The Provider has the right to submit a proposal of ammendment of the Framework agreement to the Client via IB or via e-mail . The Framework agreement shall be considered accepted by the Client if:
a) the Provider proposed an ammendment of the Framework agreement not later than 2 months prior to the day, when the ammendment shall come in force,
b) the Client has not rejected the proposal of amendment of the Framework Agreement,
c) If the Client doesn’t agree with the ammendment of the Agreement, it has the right to denounce it, provided that the notice period shall expire on the date specified in p. 9.2.
X. Applicable law
10.1. The Agreement shall be governed by the legislation of the Estonia and all the possible proceedings shall be carried out in the courts of the Estonia.
XI. Final provisions
11.1. Rights and obligations of the Parties not regulated by the Agreement shall be governed primarily by the legislation of Estonia.