Preamble

The Company is a licensed payment institution which was authorised to provide payment services by Decision No 03-120 of the Board of the Bank of Lithuania of 20 June 2018;

The Merchant desires to engage the Company to enable the Customers to pay for the products and/or services of the Merchant through the use of the Payment Services provided by the Company.

Therefore, the Parties have entered into this Payment Initiation Services Agreement (the Agreement) and have agreed as set forth below.

1. Introductory Provisions

1.1. All capitalised terms used in this Agreement (including its Special Conditions) shall have the meaning ascribed to them in this Section, except as otherwise provided herein or as the context may otherwise require. All other terms used in the Agreement shall have their usual meaning.

1.1.1. Agreement means this agreement for payment initiation services executed by and between the Parties together with all its annexes as well as subsequent amendments and supplements.

1.1.2. AML Law means (i) Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC; (ii) Law on the Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania; and (iii) any other Applicable Laws on the prevention of money laundering and/or terrorist financing.

1.1.3. Applicable Laws mean all applicable provisions of all laws, including the AML Law, treaties, regulations, orders of governmental authorities and all orders and decrees of all courts and arbitrators that are applicable to the Parties, both at the national and EU level.

1.1.4. Application program interface or API means an open communication technical interface which is based on RESTful architecture and is compliant with EBA-RTS requirements.

1.1.5. Beneficial Owner has the meaning defined in the Law on the Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania and other Applicable Laws.

1.1.6. Company means Kevin EU, UAB, legal person’s code 304777572, registered address Lvivo str. 25-104, LT-09320 Vilnius, Republic of Lithuania, registered in the Register of Legal Entities of the Republic of Lithuania. The supervisory authority of the Company – the Bank of Lithuania (address: Gedimino av. 6, LT-01103 Vilnius, Republic of Lithuania, phone: +370 5 2680029, fax: +370 5 2628124, e-mail: info@lb.lt, internet website: www.lb.lt), the Company holds the payment institution licence No 36 issued by the Bank of Lithuania. The e-mail address of the Company – info@kevin.eu, internet website of the Company – www.kevin.eu.

1.1.7. Customer means a person who is a client of the Merchant and who initiates the payment for the products and/or services of the Merchant using the Payment Initiation service through the Company's platform.

1.1.8. Collection Account means an account opened in a financial institution on behalf of the Merchant for the purpose of the Customers’ payments collection, to which funds will be directly collected during the Payment Initiation provided by the Company.

1.1.9 Dashboard means the secured interface on the Company’s website where the Merchant can access information relating to the Services.

1.1.10. General Conditions mean an integral part of the Agreement – the present General Conditions.

1.1.11. Information means all information related to the Merchant and/or Related Persons of the Merchant that become known to the Company from the Merchant for the purposes of conclusion and performance of the Agreement.

1.1.12. International Sanctions means the set of restrictions and obligations set by the legal acts of the European Union, the decisions of the United Nations and other international organisations, which are directly applied or implemented in accordance with the Law on International Sanctions of the Republic of Lithuania (or other Applicable Laws) on implementation of International Sanctions.

1.1.13. Merchant means natural or legal person with whom the Company has entered into the Agreement for the provision of the Services for the settlement of goods and (or) services such Merchant provides to its Customers.

1.1.14. Merchant Websites mean the Merchant websites (as approved by the Company) through which Customers may access Merchant products and/or services.

1.1.15. Parties mean the Company and the Merchant. Collectively the Company and the Merchant may be referred to as the Parties.

1.1.16. Payment Initiation means a payment instruction initiated by the Company at the request of the Customer to transfer funds for the products and/or services of the Merchant from the account of the Customer to the Collection Account.

1.1.17. Person means an individual, legal entity, corporate body, unincorporated body or association, partnership, joint venture and any government agency or authority.

1.1.18. Price of Services means the remuneration paid for the Services provided by the Company to the Merchant, specified in Special Conditions.

1.1.19. Privacy Policy means Kevin EU, UAB Privacy Policy which describes how the Company collects and processes the personal data of the Customer, available on https://www.kevin.eu/docs/privacy-policy/.

1.1.20. Related Persons have the meaning defined in the Republic of Lithuania Law (or other Applicable Laws) on Corporate Income Tax.

1.1.21. Sanctions mean a set of regulations applicable to the Merchant and/or any natural person related to the Merchant and/or the Company in connection with any commercial, economic or financial sanctions or embargoes, including International Sanctions.

1.1.22. Services (also referred to as the Payment Services), without limitation, comprise services provided by the Company to the Merchant, as listed in Clause 2.2. hereof.

1.1.23. Software means information system, API, Dashboard and any other software used by the Company for the provision of Services.

1.1.24. Special Conditions mean the part of this Agreement – special conditions.

1.1.25. Terms and Conditions mean Kevin EU, UAB General Terms and Conditions for the Provision of Payment Services, available on https://www.kevin.eu/docs/EN/terms-and-conditions

2. Subject Matter of the Agreement

2.1. The Company hereby undertakes to provide the Services to the Merchant, and the Merchant undertakes to pay to the Company the Price of Services in respect to the provided Services.

2.2. During the provision of the Services, the Merchant undertakes to make it possible for its Customers to pay using the Payment Initiation service provided by the Company. Upon receipt via API of the identification code assigned by the Merchant to the payer intending to make a Payment Initiation transaction and the payment amount, the Company shall provide the Payment Initiation service in accordance with the Terms and Conditions. After the delivery of the Payment Initiation service, the Company shall immediately send to the Merchant a communication via API confirming the successful completion of the Payment Initiation transaction. After successful Payment Initiation, the Customer cannot cancel the payment transaction. In certain cases, a successfully initiated payment transaction can be rejected by the bank, where the Collection Account is opened, due to reasons not pertaining to the Company, for example, to ensure the prevention of money laundering and terrorist financing. To avoid any doubts, the Company shall not be liable for such cases.

3. The Merchant On-Boarding and On-Going Monitoring

3.1. In order to start using the Services, the Merchant shall register in the Dashboard. By registering in the Dashboard, the Merchant’s Dashboard account will be created. Such an account is personal and is owned only by the Merchant, i.e. only the Merchant, including the Merchant’s authorised person, has the right to use it.

3.2. Following the AML Law the Company has an obligation to know the identity of the Merchant to whom it provides the Services; therefore, in its business, the Company follows the principle “Know Your Customer” (the KYC). To this end, the Company has to take all relevant, targeted and proportionate measures to determine whether the Merchant is acting in his own name or is under control, to identify the Beneficial Owner, and to know the identity of the representative of the Merchant where the Merchant acts through a representative.

3.3. Before starting the business relationship with a Merchant, the Merchant must complete the KYC form available on the Dashboard and provide evidence of identity in line with the Applicable Laws and internal procedures of the Company to prevent money laundering and terrorist financing.

3.4. The Company has the right to demand additional information and/or documents related to the Merchant, or operations executed by the Merchant and request the Merchant to fill and periodically update the Merchant’s KYC form. If the Merchant does not provide additional information and/or documents within a reasonable time set by the Company, it has the right to suspend the provision of the Services or to refuse to start a business relationship if it has not been started.

3.5. The Company has a right to request the Merchant to provide personal documents of the Customers for the purpose of implementation of the International Sanctions. For the avoidance of doubt, the Merchant hereby acknowledges that in case the personal documents are not provided or it is confirmed that the Customer is included in the International Sanctions list, the transaction may be cancelled, and the Company shall not be held liable if the funds are not received by the Merchant.

3.6. The Merchant agrees to supply information reasonably requested by the Company as soon as possible, but not later than within the term set by the Company. The Merchant warrants that the information provided is accurate and valid and that it does not breach any Applicable Laws.

3.7. The Company has the right to demand copies of the documents certified by a notary or legalised or certified with an Apostille and/or translated at least into one of the acceptable languages to the Company (e.g. English language). All documents and information are prepared and provided at the expense of the Merchant.

3.8. In case there are any changes of information in the Register of Legal Entities and/or the change of details indicated in the KYC questionnaire, including, but not limited to information of Beneficial Owners, shareholders, managers, legal entity type (form), name, legal status, main activity, address, financial standing, goods and/or services offered in the Merchant’s Website, the Merchant is obliged to inform the Company without undue delay, but no later than 5 (five) business days.

3.9. The Merchant hereby acknowledges that the Company commences providing the Services only if the Merchant submits all and any information and documents reasonably requested by the Company to perform KYC procedures and assessment of the risks imposed by the Merchant and the submitted documentation regarding KYC procedure is confirmed by the Company.

3.10. Once the Merchant is confirmed by the Company, the Company shall make available to the Merchant to access through the Dashboard the following information:

3.10.1. transactions (information regarding the number of transactions, transaction status, transaction ID, transaction value);

3.10.2. completed KYC form; and

3.10.3. account settings.

3.11. The Company reserves the right at any time during the validity of this Agreement to modify the accessible information through the Dashboard if such changes do not affect the provision of the Services.

3.12. The access to the Dashboard shall be automatically cancelled if the Agreement is terminated.

4. Rights and Obligations of the Company

4.1. The Company shall:

4.1.1. fulfil obligations assumed under the Agreement properly, in a good faith, in the spirit of cooperation and in a timely manner;

4.1.2. provide the Services in a professional, careful and diligent manner in accordance with the provisions of the Agreement, in line with the applicable legislation and restrictions set out therein;

4.1.3. ensure the implementation of legal requirements established by the Company’s financial regulator, e.g. Bank of Lithuania, Financial Conduct Authority, Regulatory Technical Standards (if applicable) and other applicable legislation as well as mandatory standards quality for API or any Software used by the Company;

4.1.4. provide the Merchant with the infrastructure, technical specifications, necessary information and Software in order to access and start using the Services;

4.1.5. request the Merchant to change settings for technical integration of the Service. In such a case the Company shall provide the Merchant with updated instructions;

4.1.6. coordinate with the Merchant any derogations from the terms of the Agreement that may negatively impact the provision of the Services;

4.1.7. provide the Services in accordance with the Terms and Conditions;

4.1.8. provide information related to this Agreement and performance of this Agreement to national and international supervisory authorities when there is a lawful ground for doing so;

4.1.9. refuse initiating a particular payment transaction based on the AML Law and/or implementation of Sanctions;

4.1.10. promptly notify the Merchant about the successful Payment Initiation and in cases when the Payment Initiation is failed; more information about the Company’s payment statuses is available at: Get Payment Status. In cases where the Company will have such abilities, the Company will also provide the Merchant with the error codes where the payment is failed;

4.1.11. promptly notify the Merchant of unscheduled preventive works, failures or notify the Merchant no later than one business days prior to the commencement of scheduled works which will be carried out in the information systems which may affect the provision of the Services under this Agreement. The Company shall provide information on all scheduled and unscheduled works on a dedicated website status.kevin.eu;

4.1.12. take actions as established under the AML Law or other Applicable Laws, especially in order to prevent money laundering and terrorist financing as well as implement Sanctions;

4.2. The Company shall also have other rights and obligations specified in the Agreement.

5. Rights and Obligations of the Merchant

5.1. The Merchant shall:

5.1.1. fulfil obligations assumed under the Agreement properly, in a good faith, in the spirit of cooperation and in a timely manner;

5.1.2. immediately notify the Company of any change to the Merchant’s financial position which may affect the Merchant’s ability to perform its obligations under this Agreement;

5.1.3. promptly notify the Company of any change in the Merchant’s place of business;

5.1.4. provide to the Company the Information that is necessary to ensure the proper delivery of the Services and implementation of the Agreement, implement requirements under the Applicable Law or implement internal Company’s policies and procedures, which is requested by the Company;

5.1.5. accept the Services provided by the Company and pay the Price of Services;

5.1.6. notify the Company of the Collection account details to be used for the collection of funds from the Customers’ payment accounts;

5.1.7. promptly notify the Company of the change of details of the Collection Account to be used for the collection of funds from the Customers’ payment accounts;

5.1.8. notify the Company of the Merchant Website (as well as any additional Merchant Websites) prior to starting using the Services, and at least 30 (thirty) calendar days in advance notify the Company of the change of the Merchant Website address;

5.1.9. ensure that the Merchant’s Website provides relevant, complete, accurate and transparent information about the Merchant, offered goods and/or services, the main pre-contractual information and other relevant information including but not limited to: (i) the Merchant’s name, company or other registration number, registered office address; (ii) the Merchant’s contact details; (iii) the Merchant’s terms of delivery, terms of cancellation of the order of the goods and/or services, terms of return of the goods; (iv) data protection policy;

5.1.10. ensure that products and/or services available at the Merchant’s Website comply with the requirements under the Applicable Law, including Consumer Rights Protection Rules;

5.1.11. only submit a sales transaction where the Merchant is the supplier of the products and/or services;

5.1.12. not submit transactions on behalf of a third party. For the avoidance of doubt, this includes submitting transactions for products and/or services sold on another Person’s website;

5.1.13. keep safe any and all password(s) that are necessary to access or use the Dashboard in order to prevent misappropriation or unauthorised use of the Dashboard. If the Merchant believes there has been or will be a misappropriation or unauthorised use of the Dashboard, the Merchant shall notify the Company in writing immediately, give the Company all the information in its possession as to the circumstances of any misappropriation or unauthorised use of the Dashboard and take all reasonable steps to assist the Company in any investigation the Company may conduct;

5.1.14. comply with the Company’s reasonable directions with regard to the testing of the Services integration between the Merchant’s and the Company’s system. The Merchant accepts that incorrect integration of the Services may affect the use of the Payment Initiation and assumes all possible consequences of failure to comply with such directions;

5.1.15. ensure that the Terms and Conditions and Privacy Policy are implemented into the Merchant’s Website following the instructions provided by the Company prior to starting using the Services, and the Customers are properly informed that the Company is a Payment Services provider;

5.1.16. follow the Company’s instructions to implement the requested changes and/or updates of the Services in order to continue the use of the Services;

5.1.17. accurately communicate, and not misrepresent, to its Customers the nature of the Payment Initiation Services;

5.1.18. immediately inform the Company about any fraudulent actions related to the purchase of any goods and/or services offered in the Merchant’s Website;

5.1.19. refrain from any of the following actions:

(a) spreading computer viruses and using other measures that might disrupt the operation of the Company’s systems, harm or destroy information and cause any other damage to the systems, equipment or information;

(b) any other deliberate actions that would cause a disruption in the provision of the Payment Services or the operation of API and/or the Company’s systems;

(c) organising illegal gambling, prostitution services, trading in tobacco products, alcohol, prescription drugs, narcotic substances and drug-related merchandise, steroids, weapons, pornographic material, unlicensed lotteries, illegal software, other items or products prohibited by law;

(d) provision of services and other activities of the Merchant prohibited by the Applicable Laws;

(e) organising or provision of services prohibited under the Company’s internal policies as provided here: https://www.kevin.eu/docs/prohibited-businesses-types/.

5.2. The Merchant shall also have other rights and obligations specified in the Agreement and Applicable Laws.

6. Representations and Warranties of the Parties

6.1. Each Party hereby represents and warrants to the other Party that:

6.1.1. the Party is lawfully established and validly existing under the Applicable Laws of the country of its incorporation and has the power and authority to carry on the Party’s business;

6.1.2. the Party has the necessary power, authority and approvals to execute and perform this Agreement which constitutes a valid and binding obligation of the respective Party enforceable against the Party in accordance with its terms;

6.1.3. the Party has taken all legal actions required to properly enter into and give effect to this Agreement and has obtained all permits and licences required by law and has the employees required for the delivery or receipt of the Services;

6.1.4. neither the execution of this Agreement nor compliance by the Parties with the obligations assumed hereunder is in conflict with, or results in a breach or violation of, any of the terms and provisions of (i) any decision, judgement, order, decree or instruction or injunction of any court, public or municipal authority to which the Parties are subject; (ii) any agreement or any other transaction to which the respective Party is a party; or (iii) any law or other regulation applicable to the Parties; (iv) the rights and lawful interests of the creditors or shareholders of the Parties;

6.1.5. the Merchant confirms and agrees that the Company is not responsible for the improper provision of Services due to the Merchant's incorrectly provided data of the Collection Account.

7. Confidentiality Obligations

7.1. The Company shall not disclose any Information provided to it during the performance of the Agreement or related to the performance of the Agreement to any third party and shall not make available such Information, either in full or in part, to any third party during the term of the Agreement and thereafter for an indefinite period without the prior written consent of the Merchant, unless such disclosure is required by the Applicable Laws.

7.2. All information provided by the Company to the Merchant shall be deemed confidential and shall be provided solely for the benefit of the Merchant. The Merchant shall not disclose, mention in public or make available such information to any third party, except where such disclosure is required by the mandatory provisions of the Applicable Laws, or with the prior written consent of the Company to each specific disclosure, whose consent shall not be unreasonably withheld.

7.3. The confidentiality obligation shall not apply in respect of the above information (except for personal data) if:

7.3.1. it is in the public domain;

7.3.2. it becomes generally known to the public otherwise than through the breach of this obligation;

7.3.3. it was lawfully obtained by the Party prior to the execution of the Agreement;

7.3.4. it has been independently acquired (created, developed, investigated, etc.) by the Party by lawful means;

7.3.5. it was lawfully received by the Party from a third party not under any obligation of confidentiality with respect thereto.

8. Personal Data

8.1. The Parties act as independent data controllers and shall process the various personal data obtained during the performance of the Agreement as required by law and shall ensure the protection of personal data made available to them at their own cost and expense and by their own means. The Parties shall execute a separate agreement regarding the processing of personal data which constitutes an integral part of the Agreement.

9. Liability of the Parties

9.1. To the maximum extent permitted by Applicable Laws, the Company is not liable to the Merchant or to any third party for any act or omission (including negligence) of the Company that results in any direct or indirect loss (including loss of profits), damage, injury or inconvenience the Merchant suffers because of the Service failure, including any unavailability of the Service, any delays or any errors. Under no circumstances the Company will be liable to the Merchant for any lost sales, revenue or profit due to any Service failure which results in the Merchant being unable to promptly accept payments from the Customers.

9.2. Subject to Clause 9.1.:

9.2.1. the Company will be liable only for its own acts or omissions and not for acts or omissions of third parties. This expressly excludes the Company’s liability for acts or omission of the banks, service providers of the Company, etc., or for events or activities originating outside the Company’s control, except where such events were caused by the Company’s deliberate default or negligence;

9.2.2. in no event will the Company’s total liability arising out of or in connection with this Agreement in each 12 (twelve) month period, whether in contract or in tort or other legal theory, exceed the total amount of the fees paid by the Merchant during that 12 (twelve) month period.

9.3. The Merchant shall indemnify for and hold the Company harmless from any claim (including reasonable legal fees) brought against the Company by any third party arising out of: (i) the Merchant’s or its employees’ breach of terms of this Agreement; (ii) the acts/omissions of the Merchant; (iii) the Merchant’s or its employees’ breach of the Applicable Laws.

9.4. The Merchant shall indemnify for and hold the Company harmless from any losses related to third-party intellectual property rights infringements, and any other losses, claims, actions, injuries, liabilities, fines, penalties or expenses (including reasonable legal costs) arising out of or in connection with this Agreement.

9.5. The Company shall not be liable for the goods and/or services of the Merchant (e.g. quality of the good, delivery, etc.), the operation of the Merchant’s Website, the content and information contained therein, as well as solving or mediating disputes between the Customers and the Merchant.

10. Amendments of the Agreement

10.1. The Company may unilaterally amend and/or supplement the Agreement by notifying the Merchant no later than 60 (sixty) calendar days before the amendments enter into force.

10.2. The Merchant may agree or disagree with such changes as specified in Clause 10.1. prior to the proposed enforcement date of such changes:

10.2.1. it shall be considered that the Merchant agrees with such changes and the proposed changes shall enter into force on the specified enforcement date if prior to the day of their enforcement the Merchant does not notify the Company of the disagreement with the changes;

10.2.2. the Merchant, who disagrees with the changes proposed by the Company, shall have the right to terminate the Agreement without commission applied by notifying the Company in writing prior to the proposed enforcement date of such changes.

10.3. The 60 (sixty) days’ notice period will not apply where the changes relate to the addition of a new service or extra functionality to the existing Services. In such instances, the changes will be made and shall be effective immediately upon giving the Merchant notice of it.

10.4. The Merchant is not entitled to object to and shall not have the rights set out in this clause for any change, which the Company implements in order to comply with Applicable Law. For such imposed changes shorter notice periods may be imposed.

11. Effective Date, Suspension and Termination

11.1. The Agreement shall come into force and become a legally binding agreement between the Parties for an indefinite term after the Parties sign the Special Conditions of this Agreement.

11.2. The Parties have the right to unilaterally terminate this Agreement without appealing to court by notifying the other Party thereof in writing 30 (thirty) calendar days in advance. The Parties confirm their understanding that termination of the Agreement according to this clause can be done in the absence of the Agreement’s violation, i.e., the Parties terminating the Agreement as per this clause have a right not to indicate any of the reasons for the Agreement’s termination.

11.3. The Company has the right to suspend the provision of the Services (in full or partially) immediately upon written notice to the Merchant if:

11.3.1. the Merchant fails to provide sufficient documents and/or information requested by the Company as set out per Clause 5.1.4, or provides information or documents that do not comply with legal requirements, are not sufficient, or there are reasonable doubts whether documents and/or information provided by the Merchant are true, accurate and complete;

11.3.2. the Merchant fails to inform the Company about any change of information in the Register of Legal Entities and/or the change of details indicated in the KYC questionnaire within 5 (five) business days;

11.3.3. upon request the Merchant fails to provide evidence and/or documents proving the legal basis and/or origin of the funds or other assets;

11.3.4. the Merchant’s business risk level can no longer be considered acceptable to the Company;

11.3.5. the Merchant breaches any of the Applicable Laws requirements;

11.3.6. the Merchant fails to implement the Terms and Conditions and Privacy Policy into the Merchant’s Website as set out in Clause 5.1.15;

11.3.7. the Merchant fails to inform the Company as per Clause 5.1.8. of an additional Merchant Website or change of the Merchant Website address 30 (thirty) calendar days in advance

11.3.8. the Merchant’s place of business changes and the Company does not provide the Services in this area;

11.3.9. The Merchant sells another Person's goods and/or services on his website and/or submits transactions for products and/or services sold on another Person's website;

11.3.10. the Merchant engages in prohibited activities set out in Clause 5.1.19. of this Agreement;

11.3.11. the Merchant’s business is or has been targeted by a person engaged in fraudulent activity whether with or without the Merchant’s knowledge;

11.3.12. in the Company’s reasonable opinion, the processing of the Merchant’s transactions exposes the Company to risk, (including but not limited to compliance, operational, reputational and money laundering and/or terrorist financing risks);

11.3.13. the Merchant is or has engaged in conduct that exposes the Company to potential fines or penalties imposed under Applicable Law;

11.3.14. the Merchant does not carry out its obligations towards the Customers, e.g., does not deliver goods or provide services the Customers paid for;

11.3.15. the Company is required to do so by the Applicable Laws or financial regulator of the Company, i.e. Bank of Lithuania, Financial Conduct Authority etc;

11.3.16. the Merchant and/or natural person related to the Merchant and/or any of their managers, employees, representatives, Beneficial Owners that are:

(a) listed on any Sanctions list or targeted by Sanctions (whether designated by name or by reason of being included in a class of person); or

(b) located in or incorporated under the laws of any country or territory that is the target of Sanctions; or

(c) directly or indirectly owned or controlled by, or acting on behalf, at the direction or for the benefit of, a person referred to in (a) above and/or to the extent relevant under (b) above.

11.3.17. the Company would be prohibited or restricted by Sanctions from transacting or dealing with (including but not limited to entering into Agreement) or otherwise exercising any rights in respect of, or fulfilling any duties or obligations owed to such a person;

11.3.18. the Merchant and/or natural person related to the Merchant and/or any of their managers, employees, representatives, Beneficial Owners are subject to a complaint, claim, inspection, case or investigation relating to any Sanctions imposed by any supervisory or law enforcement authority or third party;

11.3.19. the Company has concerns about the Merchant’s solvency or if the Merchant becomes insolvent or is subject to any form of insolvency administration or a resolution is passed or an order is made for winding up;

11.3.20. the Merchant is in any other breach of its obligations under or arising out of this Agreement.

11.4. If the Merchant fails to remedy the breaches indicated in Clause 11.3. and/or Section 3 within 5 (five) business days of receiving notice from the Company requiring it to do so, the Company has the right to unilaterally terminate this Agreement with immediate effect and notify the Merchant in writing thereof. Where a remedy of breaches is not capable, the Agreement may be terminated with immediate effect after the breaches indicated in Clause 11.3. and/or Section 3 are identified.

11.5. The term indicated in Clause 11.4. may be extended by the Company's decision in case of reasonable circumstances for such an extension.

11.6. Upon suspension or termination of this Agreement, the Company is not liable for losses incurred by the Merchant due to suspension or termination of Service provision.

11.7. The provisions of the Agreement on mutual confidentiality settlement and other obligations of the Parties arising prior to the termination of the Agreement shall survive termination of this Agreement until such time as the Merchant has settled with the Company and duly fulfilled other obligations under the Agreement.

11.8. Upon termination of the Agreement, the Merchant shall immediately remove all information related to the Services in the relevant Merchant’s Website.

12. Intellectual Property and Ownership

12.1. Nothing in this Agreement shall be construed as an assignment of transfer of any existing intellectual property rights of whatever nature by either Party. Each Party owns and will continue to own their respective rights, title and interests in all such intellectual property.

12.2. The Company grants the Merchant a royalty-free, fully paid, non-exclusive and (during the term of the Agreement) irrevocable right to use the Software. The Merchant shall not have a right to sub-license such rights to any third-party.

12.3. The property rights in the Software shall remain vested in the Company. Nothing in this Agreement shall transfer such rights to the Merchant.

12.4. The Merchant shall not prepare any derivative works based on, translate, reverse engineer, decompile or disassemble the Software.

13. Out of Court Complaint and Remedial Action Procedures

13.1. Where the Merchant is not satisfied with the Services, the Merchant can initiate a complaints procedure by contacting the Company directly at help@kevin.eu, detailing the nature of its complaint and providing all relevant information. To ensure that the Merchant’s complaint is resolved as soon as possible, the Merchant should outline any steps it would like the Company to take in addressing the issue.

13.2. Once a complaint has been received, the Company will acknowledge it and aim to resolve it as quickly as possible. The length of time will depend on the nature of the issues involved. Should a delay occur, the Company will contact the Merchant explaining the reason for delay and outline the next steps.

13.3. If the Merchant has received an offer of remedial action from the Company in response to a complaint, the Merchant has submitted, and if the Merchant considers it to be acceptable, the Merchant should let the Company know so that the Company can comply promptly with it.

13.4. If the Parties fail to settle the complaint and/or the dispute within 15 (fifteen) business days of its origin (except in the cases when due to reasons beyond the control of the Company it is not possible to settle the complaint and/or the dispute within 15 (fifteen) business days of its origin, the deadline may be extended up to 35 (thirty-five) business days if the Company provides the Merchant with reasonable grounds for the delay), then either Party is entitled to refer the complaint and/or the dispute to a court as per Section 14 of the Agreement.

14. Dispute Resolution and Governing Law

14.1. Any controversy or dispute arising between the Parties in connection with this Agreement shall be resolved amicably by the Parties. Failing that, all disputes, controversies or claims arising out of or related to this Agreement, its breach, termination or validity shall be resolved by a competent court of the Republic of Lithuania.

14.2. This Agreement shall be governed by and interpreted in accordance with the law of the Republic of Lithuania.

15. Notices

15.1. Any and all notices, approvals and other communications that may be made or given by a Party under this Agreement shall be deemed valid if delivered to the other Party in person with acknowledgement of receipt or sent by registered mail or e-mail at the respective address specified in the Special Conditions or such other address as either Party may notify to the other.

16. Final provisions

No Assignment

16.1. The Merchant shall not be entitled to assign its rights and obligations under this Agreement, either in whole or in part, to any third party without the prior written consent of the Company, unless such assignment by the Merchant is to its Related Person, in which case the Company’s consent to such assignment shall be deemed to have been given under this Agreement.

Facsimile and Electronic Signature

16.2. The Parties agree to sign this Agreement with an electronic signature (both qualified and non-qualified are acceptable) and shall consider such a signature to be valid and equivalent to a written blue-ink signature of the person.

Severance

16.3. If any provision of this Agreement is or becomes invalid, either in full or in part, this shall not render invalid the remaining provisions of this Agreement. In that case, the Parties shall agree to conclude as promptly as possible an additional arrangement or agreement replacing the invalid provisions of this Agreement with legally enforceable provisions which, to the extent possible, have the same economic and legal effect as the original provision of the Agreement that has become invalid.