Terms and conditions

Republic of Lithuania, Vilnius

Effective January 01, 2020

GENERAL AGREEMENT

When registering on our website, you must accept the terms and conditions of this General
Agreement and its integral parts (Annexes), namely: Privacy Policy, AML and KYC Policy, and
other policies, terms and conditions, etc. posted on the Pay2Bee Website and being as such
an irrevocable offer submitted in accordance with the applicable laws of the Republic of
Lithuania.


Pay2Bee Terms and Conditions


These terms and conditions, and all documents further referred to herein are our standard
agreement governing the provision of services and must be read and accepted by the Merchant
when regisering on the Pay2Bee website. These terms and conditions have the force of a contract in
which the “parties” or “party” are the Merchant and Pay2Bee.
This agreement binds and inures to the benefit of each Merchant from the moment the Merchant
has registered on the Pay2Bee website and accepted these terms and conditions by ticking the
respective checkbox during registration.
The General Agreement shall be in full force and effect until terminated by the Merchant and/or
Pay2Bee. The specific terms and conditions for the provision of services and tariffs may be specified
in separate annexes to be executed between Pay2Bee and each Merchant on the basis of these
terms and conditions.


1. Terms and Definitions


1.1. As used in this agreement, the following terms shall have the following meaning:


Pay2Bee web resource — a resource constituting a combination of Pay2Bee integrated software
and hardware that are used to offer services in accordance with this agreement.


Merchant’s website — Merchant’s official website administered by the Merchant.


Confidential information — any information marked as “Trade Secret”and/or “Private and
Confidential”, and/or “For Internal Use Only” and/or “Personal Data”. The General Agreement
(including all its integral parts (annexes)), information regarding business plans, data, strategies,
methods, customer lists, specifications, data on transactions and customers, data on employees and
partners of the Company, Company’s operations and structure, commercial data shall be considered
confidential. This list is not exhaustive.


Wallet — a separate Pay2Bee sub-account for transferring funds within several commercial areas
that belong to the same sub-account. Each sub-account allows you to work with different
currencies.


Merchant — any legal entity or individual offering services or selling goods using Pay2Bee
services.


Pay2Bee website – the Company’s official website located at www.pay2bee.com.
Regulatory requirements — a statute, statutory provision, regulation; court decision or enacted
law; rules issued by parliament, government, or other competent authorities, including payment
systems, banking systems, and other financial institutions; used to provide the services set out in
the agreement.


Business day — any weekday from Monday to Friday, excluding public holidays, certain religious
holidays, and bank holidays.


Pay2Bee — “Company”, “We”, “Us” means Kurbanas, UAB (code in the Register of Legal Entities of
the Republic of Lithuania— 304404840, physical address: S60 Laisves ave., Vilnius, Republic
Lithuania).


Agreement — a document having legal force. The agreement contains the conditions and
procedure for the provision of Merchant’s account services using the services of third-party banks.
The agreement, including title pages and footnotes, may be amended. Documents or information appearing on the Pay2Bee website and specified in these terms and conditions are included in the
terms and conditions and constitute a part of the agreement between the parties. These conditions
shall govern the use of our services by the Merchant and payment services.


Pay2Bee service — any service provided by the Company under this Agreement and may include
the provision of a payment gateway, e-wallets, electronic money transfers and other services
previously agreed upon between the Merchant and Pay2Bee.


Payment methods — any payment system based on Visa, Master Card and other payment cards,
including local and national systems. These may also include remote banking systems, direct debit
or the use of electronic payment systems.


Gateway-based service — any Pay2Bee resource service that involves the use of a payment
gateway located on the Merchant’s website to receive payment instructions from the Merchant’s
clients.


Technical guidance — regular updates, services and instructions applicable to the Pay2Bee
resource and posted on the official website. Exceptions are those cases where the Merchant
provides outside integration resources offered by third parties.


Reserve — amount or percentage of funds in the Merchant’s account, which is determined by the
Pay2Bee resource and used for payment of possible claims against the Merchant.


Merchant’s electronic account — account registered by the Merchant on the Pay2Bee website in
accordance with the General Agreement, annexes, and other executed agreements.


E-wallet — a payment resource provided by Pay2Bee that allows the account holder (under an
agreement) to send money using an email address as identification of the recipient, regardless of
whether this procedure is performed through Pay2Bee services or using payment interfaces pre-
installed with the Merchant.


1.2. Words importing the singular shall include the plural and vice versa, unless there is a contrary
intention. Words importing the masculine gender shall include the feminine and neuter genders
and vice versa. References to persons shall include corporations and companies, organizations or
authorities.


1.3. Any phrase introduced by the expressions “including”, “include”, “in particular” or any similar
expression shall be construed as illustrative. All phrases and expressions shall not limit the
meaning of the words preceding them.


1.4. You can find the above terms on third-party links on the Pay2Bee website.

2. Terms of Services


2.1. The e-wallet and the payment interface of the resource shall ensure the transfer of funds from
the Merchant who shall also act as Pay2Bee’s client. All payments shall be transferred to the
Merchant’s account immediately after deduction of fees specified in each specific agreement.


2.2. The amount of funds transferred to the Merchant’s account through the use of Pay2Bee services
may differ from the amount transferred by the Merchant’s client due to the fees charged. The
Merchant shall liable for the amount equivalent to the full payment amount, including fees, if the
receipts have been given the status of “withdrawn payment” and are canceled for any reason. If the
payment is canceled, the amount will be debited from the Merchant’s account, including the refund
to a third party.


2.3. Pay2Bee reserves the right to freely and at any time, based on its own suspicions and at its own
discretion, block the Merchant's account or its individual options, including, but not limited to, the
following options: replenishment, receipt of investment, withdrawal of funds, etc. Such actions may
be carried out in case of suspicion that the Merchant has violated the terms and conditions of the
agreement and/or is involved in a fraudulent conspiracy and/or money laundering.


2.4. The Merchant agrees that Pay2Bee performs an intermediary function when dealing with
payments and is neither a seller, nor a dealer, nor an intermediary, nor a supplier, nor a wholesale
supplier, nor an agent for the provision of goods or services provided to the Merchant, and,
therefore, we cannot guarantee the quality and legality of any service purchased through Pay2Bee
and our payment services.


2.5. The Merchant acknowledges that all disputes relating to the quality of products and/or services
purchased using Pay2Bee services should be resolved exclusively between the supplier and the
recipient of goods and services. All transaction and transfer obligations shall be borne exclusively by the Merchant. Pay2Bee does not act and cannot act as a regulator of disputes and conflicts, nor
can it join any party, regardless of the strength of arguments and statement of facts. Pay2Bee is also
not responsible for any issues related to delivery, quality of service or quantity of products used.
This clause provides for complete exemption of Pay2Bee from any third party claims against the
Merchant regarding products, services, their quality and quantity. The Merchant shall hold
harmless and/or indemnify Pay2Bee from all legal costs if necessary.


3. Obligations of the Parties


3.1. Pay2Bee undertakes to provide the Merchant, its potential customers and third parties with its
services specified in the agreement and described on Pay2Bee’s official website.


3.2. The Merchant undertakes to use the Account by selecting the “Merchant” account type on the
official website. When going through the registration procedure, the Merchant agrees to accept the
Terms and Conditions and other annexes to the agreement, which apply to all accounts in Pay2Bee
system.


3.3. The Merchant agrees to connect or integrate Pay2Bee services into its website and manage
them in accordance with the relevant guidelines.


3.4. The Merchant undertakes to provide Pay2Bee with access to its website to monitor and/or
automatically search for information/data for the purpose of verifying the authenticity of such
information and the information that governs contractual relations with Pay2Bee. The Company is
not obliged to carry out this search and control. Additionally, all the above actions by Pay2Bee
should not be construed as an endorsement of the content posted on the Merchant’s website.


3.5. This clause is in addition to the safety requirement specified in the Terms of Use. The Merchant
undertakes to activate a login restriction tool for both the Account and the automated payment
interface. The recommended level of protection is the protection with the entry of security PIN
codes via a mobile phone, which will be sent to the specified contact number for any transaction
related to the account. The Merchant should limit the use of the login to the account to two or less
IP addresses.


3.6. The Merchant shall have no right to receive money and transfers for the delivery of tobacco
products, medicines (whether prescription medicines or OTC products), the provision of links to
illegal downloading of materials, the provision of illegal copyright infringing services or any other
products and services prohibited by the applicable legislation.


3.7. The Merchant agrees to cooperate with Pay2Bee even in clarifying the circumstances giving
rise to suspicions that the Merchant is engaging in illegal or fraudulent activities.


3.8. From the effective date of the Agreement, in accordance with regulatory requirements and
agreements, the Merchant, if necessary, or at the request of the Company, undertakes to provide
Pay2Bee with information on the Merchant's business, corporate structure, management,
employees or beneficiaries if it is a trust. The Merchant also undertakes to inform Pay2Bee of any
changes in the Merchant's business, products or services that the Merchant offers to third parties if
such changes significantly deviate from regulatory requirements. The Merchant shall hold Pay2Bee
harmless against any expenses that may be caused by untimely informing Pay2Bee of any such
changes.


3.9. The Merchant’s policy of returns or refunds to customers shall be open, clearly structured and
honest.


3.10. All information on returns and refunds shall be provided on the Merchant’s website in
“Business Practices” section and maintained by the Merchant up to date.


4. Reserves


4.1. To establish a certain amount of the Reserve, Pay2Bee reserves the right to impose restrictions
on withdrawal of funds from the Merchant’s accounts or on their use for transferring payments to
third parties. This right is reserved for Pay2Bee irrespective of the terms and conditions and
validity of the Agreement and as long as the funds are available in the Merchant’s account. The
amount (percentage) of the Reserve may be changed and redefined at any time at the sole
discretion of Pay2Bee. In turn, Pay2Bee undertakes to notify the Merchant in advance and without
undue delay of the establishment of the Reserve and the amount (percentage) and of any increase
or decrease in the Reserve.

4.2. The following factors may affect the establishment of the Reserve:


4.2.1. Termination of business by the Merchant or a significant part of the business.


4.2.2. Significant changes in the Merchant’s business.


4.2.3. Overall financial condition and position of the Merchant.


4.2.4. Insolvency, bankruptcy and other factors hindering timely payments by the Merchant.


4.2.5. Existence of two or more complaints (claims) from third parties and customers, withdrawn or
canceled payments against the Merchant.


4.2.6. Increased risk of canceling or withdrawing payments received to the Merchant’s account.


4.2.7. (Reasonable) doubts of the Company that the Merchant cannot fulfill and/or partially fulfill
its obligations in accordance with the terms and conditions of the Agreement(s).


4.3. The Merchant voluntarily agrees to provide Pay2Bee with information on its financial position
and changes in its business structure, including the latest financial reports (up to quarterly ones).
In addition, the Merchant shall, at its own cost and expense, take all necessary measures to ensure
the degree of security required by Pay2Bee and the applicable legislation.


4.4. At the request of the Company, the Merchant undertakes to replenish the Merchant's Account
by a certain amount set by Pay2Bee in order to restore the initial Reserve and/or ensure an
adequate balance of the Account in the event of an increase in the risk of cancellation of payments
received to the Merchant’s account.


4.5. If the Merchant’s account balance is negative or the Merchant, for whatever reason, must return
the funds received to the Merchant’s account to the customer, the Merchant shall compensate for
the Merchant’s negative account balance by making a transfer in the respective amount as soon as
possible or by making a payment in the respective amount to Pay2Bee within 7 days of the receipt
of the Company’s request for such transaction.


5. Tariffs


5.1. Tariffs for using all Pay2Bee services are presented on the official website. Unless specified
otherwise, tariffs are published in euros.


5.2. All tariffs are indicated without value added tax (VAT). If VAT or any other tax is payable,
Pay2Bee will automatically add the required tax amount to the amount payable. In this case, the
Pay2Bee undertakes to specify the amount without VAT or any other tax, the amount of tax, the tax
rate, and the total cost.


5.3. Any amount payable by the Merchant shall be debited from the Merchant’s account. If the funds
in the account are insufficient or the balance is negative, Pay2Bee reserves the right and
opportunity to issue an invoice to the Merchant for an amount equal to the deficiency in the
account, taking into account the requisite amount payable by the Merchant.


5.4. Pay2Bee reserves the right to change tariff terms and conditions.


5.5. If Pay2Bee cannot withdraw an amount equivalent to the tariff or required by the company for
any reason from the Merchant’s account, Pay2Bee shall issue an invoice to the Merchant for this
amount, taking into account all costs and tariffs. The invoice shall be payable within 15 days from
the receipt of the notice by the Merchant.


6. Amendments to the Agreement:


6.1. The Agreement may be amended unilaterally by Pay2Bee by publishing a new version of the
Agreement on the Pay2Bee’s official website.


6.2. Amendments to the terms and conditions of the Agreement shall automatically become
effective upon publication of a new version of the Agreement on the Pay2Bee’s website.


6.3. The amendments may become effective within a different period of time of which the Company
shall notify additionally.


6.4. If Pay2Bee does not receive a letter from the Merchant indicating reasonable objections to the
amendments during the day or at a different time specified by the Company, the Merchant shall
automatically accept all amendments so made.


6.5. The Merchant shall have the right to terminate this agreement at any time prior to the entry
into force of the amendments and the agreement shall be immediately terminated.


7. Intellectual Property

7.1. Solely for the purposes set out in the Agreement, the Merchant shall provide Pay2Bee with a
non-exclusive, worldwide, non-transferable license to copy, use and/and display any logo,
trademark, trade name and any other intellectual property owned or licensed by the Merchant.


7.2. Except for the Company’s use of the Merchant’s intellectual property for direct marketing
purposes, any use, change and/or adaptation of the intellectual property of the parties shall be
subject to prior written approval by the party providing such intellectual property. Neither party
may use the intellectual property of the other party or mention the other party in any public
message without the prior written consent of the other party.


7.3. Unless otherwise expressly provided in other provisions and agreements, the clauses above do
not grant any Party the right to use intellectual property for commercial purposes.


7.4. If either party uses intellectual property owned by the other party, each party undertakes to
follow the instructions provided by the other party, taking into account the intended use of the
intellectual property under this agreement and the statutory regulations in force in the country
where this intellectual property is used. The Merchant undertakes to follow the instructions and/or
recommendations specifying payment methods for the intellectual property. The Merchant may not
use the intellectual property of the Company in a manner that harms or may harm the business
and/or logo of the Company.

8. Liability of the Parties


8.1. In case of failure to perform and/or improper performance of the obligations assumed under
this Agreement, the Company shall not be liable for direct and/or indirect losses, property losses of
any kind, including fines imposed as a penalty for lost profit or order, loss of high ratings and/or
reputation, or loss of income, in relation to the Merchant and third parties (whether foreseeable or
unforeseeable).


8.2. Subject to clauses 8.3, 8.4, 8.5 and other provisions expressly stating otherwise, the Merchant’s
liability by virtue of this Agreement, due to improper fulfillment of the obligations provided by the
agreement or other terms and conditions specified in the Agreement and its integral parts
(annexes), within any period equal to 15 calendar days from the date of entry into force of this
Agreement (the “Contract Period”), shall be limited to EUR 10,000. The above liability shall not
exempt the Merchant from payment of other penalties, namely for damage to the business
reputation of Pay2Bee, acts/omissions of the Merchant that adversely affect the the Company’s
operations, damage caused by the Merchant to the movable and immovable property of the
Company, etc.


8.3. The Agreement may not contain any clause excluding or limiting the liability of the parties for:


8.3.1. Fraud or misrepresentation for unlawful and illegal purposes;


8.3.2. Willful malicious and illegal actions.


8.3.3. Damage to personal, movable or immovable tangible property.


8.3.4. Violation of any Privacy Policy section in accordance with clause 8.6.


8.3.5. If the exclusion or limitation of such liability is prohibited by applicable law.


8.4. Unless provided otherwise, the limitations of liability described in this section shall not apply to
any indemnity liability under this Agreement.


8.5. The Merchant shall hold Pay2Bee harmless from any lawsuits, claims, losses, damages, fines,
and third party penalties that may arise in connection with such violation. In this case, in the event
of Pay2Bee’s guilt, the guilt shall be taken into account to reasonably reduce the liability of the
Merchant in accordance with this clause.


8.6. Pay2Bee shall not be liable for:


8.6.1. Any (technical) malfunctions related to software and Internet connection.


8.6.2. Full or partial suspension of functions (options) available to the Merchant in the payment
system if the Company has reason to believe that the Merchant carries out and/or is involved in
unlawful, fraudulent activities.


8.6.3. The content of the Merchant's Payment Instructions containing incorrect, irrelevant or
incorrectly formatted data.


8.6.4. Unforeseen circumstances and force majeure circumstances that prevent the fulfillment of
obligations, despite reasonable precautions taken by Pay2Bee. Such circumstances shall include
natural disasters, power outages, fires, thefts, floods, equipment breakdowns, hacker attacks, mechanical failures, system errors, interruptions in the operation of the web resource and domain
shutdowns until the domain is paid again, etc.


8.6.5. Keeping Confidential Information on third-party websites even if these websites are
accessible through links provided on the Pay2Bee web resource.


9. Privacy Policy


9.1. As long as the Agreement is considered valid, each of the parties shall have the right to use and
reproduce the Confidential Information of the other party solely for the purposes of the Agreement
and only to the extent necessary to provide comprehensive information to its employees,
consultants, contractors and to the extent they need to have access to such information to carry out
their activities. The parties shall not disclose the Confidential Information of the other party to third
parties without the prior written or oral consent of the other party specified in the agreement.


9.2. Th disclosure by one of the parties of the Confidential Information of the other party shall not
be considered a violation, despite the foregoing, if required by law, government investigation or
legal action.


9.3. Obligations in respect of the Confidential Information shall not apply to information that
becomes publicly available through the actions such as disclosure, or through the fault of one of the
parties that disclosed its confidential information, or that was already known to the receiving party
before its disclosure by other party under the terms and conditions the Agreements(s) from the
receiving party’s own sources, which fact must be confirmed by documented information that
directly or indirectly relates to the proprietary information of the other party.


10. Personal Data Protection


10.1. A party acting as a data processor undertakes to process personal data in accordance with
regulatory requirements.


10.2. Where either party acts as a processor of personal data (the “Personal Data Processor”)
processed by the party acting as a personal data controller (the “Personal Data Controller”), the
Personal Data Processor must always follow reasonable instructions relating to the personal data
being processed.


10.3. If the Merchant integrates into its website any functionality, including a quick registration
interface, as described in the respective manuals, in order to receive payments from new customers
of Pay2Bee, the Merchant is obliged to receive from these customers a consent to the processing
and provision to Pay2Bee of any data required for using the quick registration functionality.


11. Termination of the Agreement


11.1. Pursuant to these Terms and Conditions, Pay2Bee reserves the full right to immediately
terminate the agreement unilaterally in the following cases:


11.1.1. If the Merchant declares its insolvency, is declared bankrupt and reaches a settlement with
its creditors, the latter (creditors) reserve the right to transfer information, rights and obligations
from the Merchant to other persons.


11.1.2. If the Merchant violates the terms and conditions of the existing agreement, where such
violation is not eliminated by the Merchant within 5 business days after receiving the relevant
notice describing the violation or the circumstances evidencing the violation.


11.1.3. If the Merchant does not comply with applicable laws or violates regulatory requirements or
a decision of a court or government authorities.


11.2. The Merchant reserves the right to terminate this agreement at any time without cause upon
giving at least three months’ prior notice or notice at any other time stipulated by the agreement to
Pay2Bee.


11.3. Pay2Bee reserves the right to terminate this agreement at any time without cause upon giving
one month’s prior notice to the Merchant.


11.4. Any actions aimed at terminating the agreement under the Terms and Conditions shall be
deemed completed and valid in relation to the existing agreement.


12. Transfer of Rights to Third Parties (Partially Third Party Rights)


12.1. The Merchant shall have no right to transfer its rights and obligations under this Agreement to
any third parties without the prior written consent of Pay2Bee.

12.2. The Merchant shall have no right to transfer one or more of its obligations under this
agreement to any third parties without the prior written consent of Pay2Bee.


12.3. Persons who are not parties to the Agreement shall have no right to perform or partially
accept responsibility for the terms and conditions of this Agreement.


12.4. Rights may be transferred to third parties if:


12.4.1. The Merchant purchases a company of another Merchant registered in the Pay2Bee system
or its operating business that is considered legal and solvent.


12.4.2. Another Merchant, which was registered in the Pay2Bee system, buys the Merchant’s
company or business.


12.4.3. Merchant’s companies merge with the companies of another Merchant registered in the
Pay2Bee system.


12.4.4. The Merchant starts cooperating with another Merchant registered in the Pay2Bee system.


12.5. According to a notice from Pay2Bee, the Merchant is obliged to pay for Pay2Bee services in the
amounts stipulated by its current tariff plan or the current plan of another Merchant or by a
reasonable combination of its plan and the plan of another Merchant registered in the Pay2Bee
system.
??? takes place 30 calendar days from the receipt of the notice by the Merchant.


13. Miscellaneous.


13.1. Parties to the Agreement – the Merchant and Pay2Bee are contracting parties under the above
agreement where no clause refers to the possibility of creating partnership or agency relationship.
Neither party has the authority to enter into any any agreements on behalf of the other party.
Otherwise, the opposite party reserves the right to terminate this agreement unilaterally.


13.2. The Merchant shall be fully responsible for payment of taxes assessed on the Merchant.
Pay2Bee shall not be responsible for determining and paying tax liabilities of the Merchant nor
shall it be responsible for collecting, transferring and paying any taxes arising from such
transactions.


13.3. This Agreement and any legal relationship between the Merchant and Pay2Bee shall be
governed by applicable laws, irrespective of the territory of residence or the jurisdiction of
occurrence of any disputes. Each of the parties above unconditionally submits to the law and the
non-exclusive jurisdiction of courts.


13.4. Any waiver of rights under this agreement between the parties shall be considered valid if the
parties have executed an agreement to terminate this Agreement.


13.5. If any part of the Agreement between the Merchant and Pay2Bee is held by a court to be
invalid, unenforceable or illegal, such part shall be severed from the remainder of the Agreement,
which shall continue to be valid and fully enforceable in accordance with applicable laws.


13.6. The Parties shall agree in advance to conduct all negotiations under this Agreement in English.
If the negotiations are not in English, this should be explained solely by considerations of
convenience to both parties and does not eliminate the need for English as the main language when
communicating with third parties, courts, executive agencies or as part of future negotiations.


13.7. All notices under this Agreement shall be in writing and hand-delivered to the addressee or
sent by prepaid first-class mail or other no less reliable means, or sent by fax. Pay2Bee reserves the
right to send a notice to the Merchant to the current email address specified in the Merchant
Account settings in the Pay2Bee system.