1. General Provisions

1.1. Terms used in this document shall have the following meanings:

1.1.1. Zaydel Project Management – ZAYDEL PROJECT MANAGEMENT LLC, a private limited liability company, registered under the laws of the United Arab Emirates with company registration number 2801510, registered office is at Ontario Tower, Office 042, Business Bay, Dubai, United Arab Emirates; data on the company registered and kept in the Register of Legal Entities.

1.1.2. Bank of Lithuania – the Bank of Lithuania (address: Gedimino pr. 6, LT-01103 Vilnius, internet website: http://www.lb.lt).

1.1.3. E-mail address of Zaydel Project Management – support@zaydel.com.

1.1.4. Client – a legal person or a natural person who has concluded an agreement on the provision of financial services with Zaydel Project Management.

1.1.5. Party – means the Client or Zaydel Project Management individually; the Parties – the Client and Zaydel Project Management.

1.1.6. Client’s Representative – the executive manager of the Client (legal person), or the Client’s other representative, who is authorized to represent the Client in cooperation with Zaydel Project Management under legal acts and/or activity documents of the legal person.

1.1.7. T&C – these General Conditions on provision of services of Zaydel Project Management, approved by the Zaydel Project Management, which along with all amendments and supplements constitute an integral part of the agreement and are available to the Client on the Zaydel Project Management’s website at www.zaydel.com.

1.1.8. Special Conditions – integral part of the Agreement signed by both Parties with specific terms and conditions that sets out the rights and obligations of the Parties.

1.1.9. Agreement – T&C along with Special Conditions (including all annexes, supplements, amendments, Fees, any additional terms and conditions applicable to certain services Zaydel Project Management may provide etc.) concluded between Zaydel Project Management and the Client.

1.1.10. Fees – means fees levied for Services of Zaydel Project Management.

1.1.11. Services – the service of issuance and redemption of electronic money, a payment service, foreign exchange service, and any other financial service provided by Zaydel Project Management.

1.1.12. Personal Data – any information related to the natural (private) person whose identity is known or can be directly or indirectly determined by using a personal code, date of birth and one or more physical, physiological, psychological, economic, cultural or social features specific to the individual.

1.1.13. Business Day – a day when Zaydel Project Management provides its services. Unless the Agreement establishes otherwise, a Business Day means a day, other than Saturday or Sunday, or any other day off or holiday established in legal acts of the Republic of Lithuania.

1.1.14. Electronic Money – the Client’s money charged or transferred to and held in a Zaydel Project Management Account, designated for Payment Transactions via the Platform.

1.1.15. Recipient – a natural or legal person, specified in the Payment Order as a recipient of the funds of the Payment Transaction.

1.1.16. Statement – a document prepared and provided by Zaydel Project Management, which includes information about Payment Transactions executed during a specific period of time.

1.1.17. Identification – verification of the identity of the Client, Client’s Representative and/or their beneficial owners under the procedure established by Zaydel Project Management.

1.1.18. Fee – a fee charged by Zaydel Project Management for a Payment Transaction, currency exchange and/or related services.

1.1.19. Payment Transfer – a payment transaction wherein funds are transferred to a payment account of the Recipient under the initiative of the Payer.

1.1.20. Payment Order – an order (payment transfer) from the Payer or the Recipient to the provider of payment services to execute a Payment Transaction.

1.1.21. Payment Transaction – a money transfer initiated by the Payer, in the Payer’s name, or by the Recipient.

1.1.22. Payment Service – transactions related to the management of the payment account; payment transactions, including transfer of money held on the payment account opened in the institution of the payment service provider of the user of payment services, or in another payment institution.

1.1.23. Payer – a natural (private) or legal person, that has a payment account and allows to execute a payment order from its account.

1.1.24. Account– an account opened in the name of the Client with Zaydel Project Management and used to provide payments, foreign exchange services and other financial services.

1.1.25. Profile – Client’s profile in the Platform for the use of Services.

1.1.26. Platform – a software solution allowing the Client to perform Payment Transactions and use other Services online in the manner established in the Agreement.

1.1.27. System – a software solution that Zaydel Project Management’s uses for the provision of Services for Clients.

1.1.28. Consent – consent of the Payer to perform a Payment Transaction submitted under the procedure set forth by Article 7 of the T&C.

1.1.29. Password (Passwords) – any code created by the Client in the System or a code provided to the Client for access to the Profile and/or the Account, or for the initiation, confirmation, and management of separate services of Zaydel Project Management, and/or initiation, authorization, implementation, confirmation, and reception of a Payment Transaction.

1.1.30. Unique Identifier – combination of letters, numbers or symbols which Zaydel Project Management, as a provider of payment services, provides to the user of payments services, and which is used to identify the user of payment services participating in the Payment Transaction, and/or the account of the user used in the Payment Transaction.

1.2. The Agreement shall apply to relationship between the Client and Zaydel Project Management pertaining to the provision of Services arising prior to and continuing after the enforcement of the Agreement and arising after the enforcement of the Agreement. In addition to the Agreement, relationship pertaining to the provision of Services shall also be governed by laws and other legal acts of the Republic of Lithuania.

1.2.1. The Agreement shall apply to relationship between the Client and Zaydel Project Management pertaining to the provision of Services arising prior to and continuing after the enforcement of the Agreement and arising after the enforcement of the Agreement. In addition to the Agreement, relationship pertaining to the provision of Services shall also be governed by laws and other legal acts of the Republic of Lithuania.

2. Eligibility, Identification, Logging into the Platform and Additional Information

The Agreement shall apply to relationship between the Client and Zaydel Project Management pertaining to the provision of Services arising prior to and continuing after the enforcement of the Agreement and arising after the enforcement of the Agreement. In addition to the Agreement, relationship pertaining to the provision of Services shall also be governed by laws and other legal acts of the Republic of Lithuania.

2.1. To use the Services, the Client must apply to, and be accepted by Zaydel Project Management. Zaydel Project Management has the right to refuse to start business relationship with the new Client without indicating the reasons, however, Zaydel Project Management assures that the refusal to start business relationship will always be based on significant reasons which Zaydel Project Management does not have to or does not have the right to reveal.

2.2. To apply to use the Services, the Client must provide Zaydel Project Management with the requested information and documents regarding the business. This information/documentation might include organizational structure, information about representatives and management, website, business activities type and description, average transaction amount, highest transaction amount, average monthly volumes, chargeback ratio, tax information, length of product fulfilment, the countries in which Client will be carrying out its business activities, or any other information that Zaydel Project Management asks for (hereinafter – the Information). The Client must provide Zaydel Project Management with true, complete and accurate Information.

2.3. Once Zaydel Project Management has received Client’s completed application and Information, Zaydel Project Management will make various checks to ensure that Client is eligible for Services and complies with legal requirements. Zaydel Project Management may have to ask for additional information or documents as well as collect additional information about Client and its business from third parties. These third parties may include service providers, credit reporting agencies, background check companies, information bureaus, etc. By agreeing to these T&C, the Client agrees that Zaydel Project Management may retrieve this information, and the Client also agrees that Client will provide Zaydel Project Management with any reasonable assistance to provide that information.

2.4. When Zaydel Project Management approves Client’s application and confirms that business relationship can start, the Parties sign the Agreement. In order to use the Services, the Client (legal person) must appoint the Client’s Representatives who would operate Client’s account in the Platform and use the Services on behalf of the Client. Each Client (natural person) or Client’s Representative (in case Client is a legal person) gets personal Profile after the proper Identification. Zaydel Project Management provides each Client or Client’s Representative with Platform’s login details under Zaydel Project Management established procedure. By logging into the Platform, the Client and its Representatives confirm that they agree to the terms of the Agreement and undertakes to observe them.

2.5. When the Client’s Representative logs in the Platform, he confirms that he is duly elected or appointed to represent the Client, also that the legal entity represented by him is properly established and operates lawfully. The Client’s Representative must keep her/his email account(s) and other online accounts secure as Zaydel Project Management will act on instructions Zaydel Project Management reasonably believes to be from Client. The Client must use up to date anti-virus software and ensure any information Client and Client’s Representatives send to Zaydel Project Management is free from viruses. Client and Client’s Representative must ensure that viruses are not introduced to Platform or other systems while he/she is using Services.

2.6. The Client shall be responsible for the acts (or omissions) of any other person Client has authorized to act on Client’s behalf. Zaydel Project Management will not be responsible for any act (or failure to act) of anyone that the Client authorized. The Client should ensure all Client’s Representatives comply with the obligations under these T&C. The Client confirms that it has provided the correct data when applying to use the Services and, if there is a need to change or add any data, the Client will submit correct data only. The Client shall bear any losses that may occur due to the submission of invalid data.

2.7. In specific cases, when performing duties established by the laws or if it is required due to the type of the document (e.g. the original of the document has to be provided), Zaydel Project Management has the right to demand from the Client and/ or Client’s Representatives to perform the Client and Client’s Representatives Identification procedure by a specific method indicated by Zaydel Project Management.

2.8. The Parties agree that the Client can confirm (sign) documents (e.g. agreements, consents, etc.) by electronic means, including, but not limited to, by using electronic signature or confirming specific actions in the Platform.

2.9. Zaydel Project Management has a right to demand additional information and/ or documents related to the Client or transactions executed by it and has the right to suspend a transaction of the Client until the Client provides additional information and/ or documents related to the suspended transaction. Zaydel Project Management also has the right to request the Client to fill in and periodically update the Client’s questionnaire. If the Client does not provide additional information and/or documents within a reasonable time period set by Zaydel Project Management, Zaydel Project Management has the right to suspend the provision of all or a part of the Services to the Client. Zaydel Project Management has the right to demand copies of the documents certified by a notary/ legalized with Apostille and/ or translated into English. All documents and information are prepared and provided at the expense of the Client. If the Client fails to provide additional information and/ or documents Zaydel Project Management asked for, the contractual penalty might be applied.

2.10. The Client shall receive a notification about the confirmation of the Profile, provision of a new Service, or renewed provision of a suspended Service via the email address that was specified by the Client or Client’s Representative during registration in the System or via SMS message if only a mobile telephone number was provided during registration.

3. Prices of Services and the Payment Procedure

3.1. The prices and terms for the provision of Services are stated in the Special Conditions or in the annex dedicated to a specific Service.

3.2. If Zaydel Project Management reduces the general prices for the provision of the Services that are stated in the System, the new prices will be applied immediately upon their publication without regard to whether the Client has been informed, but only if the Prices have not been changed in the manner stated in Article 10.

3.3. Zaydel Project Management Fees are deducted:

3.3.1. at the time of the Payment Transaction and /or at the time the service is provided (the required action is performed);

3.3.2. once per month for all Services provided that month.

3.4. If Fees were not deducted when executing a Payment Transaction, Zaydel Project Management has the right to deduct them later, but not later than within 2 (two) years after the Payment Transaction was executed. The Client is informed about the Fees deducted under the procedure laid down in this clause by the Fees report for the period of time when the Fee was deducted.

3.5. The Fee for the transaction is indicated to the Client after the Payment Transaction was performed (unless otherwise stated in the Special Conditions).

3.6. Depending on the complexity of a provided Service and/or the individual risk level of the Client, Zaydel Project Management has the right to set individual pricing for the Client, which differs from the standard pricing applied by Zaydel Project Management. Such pricing shall be applied to the Client as of the day the Account is opened (or from the first enhanced Client verification) or within 30 (thirty) days from the day the Client is informed about the application of individual pricing. If the Client disagrees with the applied pricing, they have the right to terminate the Agreement till the day the pricing comes into force.

3.7. The Client confirms that it has carefully studied the Fees and terms of Payment Transfers and other Services that are applied and relevant to the Client.

3.8. Zaydel Project Management has the right to deduct Fee from the Account of the Client where the Payment Transaction has been performed or from any other Zaydel Project Management Account opened by the Client.

3.9. The Fee shall be paid in the currency indicated in the Agreement.

3.10. The Client undertakes to ensure a sufficient amount of money in its Account to pay or deduct the Fee. If the amount of funds in the indicated currency is insufficient to cover the Fee, Zaydel Project Management has the right, but not the obligation, to deduct the Fee from funds held in the Account in another currency, converting the currency into the necessary one in accordance with the currency exchange rate applied by Zaydel Project Management to the Client. If there is money in several different currencies, Zaydel Project Management may exchange it to the payable currency by the alphabetical order of the international abbreviations of the currencies.

3.11. The Client, having failed to pay Zaydel Project Management the remuneration for provided Services, at the demand of Zaydel Project Management must pay 0.05% interest for each day of overdue.

4. Account Opening, Electronic Money Issuance and Redemption Terms

4.1. Under the present Agreement, Zaydel Project Management Account is opened for the Client for an indefinite period of time.

4.2. Purpose of the Account is agreed between Parties under the Special Conditions.

4.3. Funds held in the Client’s Account are considered Electronic Money, which Zaydel Project Management issues after the Client transfers or deposits money to their Account. Having received the money, Zaydel Project Management credits it to the Account, at the same time issuing Electronic Money at the nominal value. The Electronic Money is credited, held and stored in the Account in accordance with applicable laws.

4.4. Zaydel Project Management has taken the appropriate step of safeguarding its Client’s funds by segregating and placing them in protected Client’s funds bank account. Client shall retain the ownership of the funds transferred to Zaydel Project Management for issuance of Electronic money. In the unlikely event that Zaydel Project Management becomes insolvent, Client’s Electronic money may become worthless and unusable, and as a result Client may lose its Electronic money. Nevertheless, funds placed on Zaydel Project Management Clients’ funds bank account are protected against any claims made by creditors; therefore, Client can be assured to suffer no losses should such a situation occur.

4.5. Electronic Money held in the Account is not a deposit and Zaydel Project Management does not, in any circumstances, pay any interest for the Electronic Money held in the Account and does not provide any other benefits associated with the time period the Electronic Money is stored.

4.6. The Client can open multiple currencies Account or several Accounts.

4.7. At the request of the Client, Electronic Money held in its Account shall be redeemed at their nominal value at any time, except for cases set forth in the Agreement when limitations are applied to the Account of the Client.

4.8. The Client submits a request for redemption of Electronic Money by generating a Payment Order to transfer Electronic Money from Account to other account specified by the Client. Zaydel Project Management has the right to apply limitations for redemption of Electronic Money specified here.

4.9. No extra charges shall be applied for the redemption of Electronic Money. In the event of Electronic Money redemption, the Client pays the usual Fee for the performed Payment Transfer, which depends on the Payment Transaction carried out by the Client.

4.10. Provided that the Client terminates the Agreement and applies with the request to close its Account, or, if Zaydel Project Management terminates the provision of the services to the Client in cases provided in the Agreement, the funds held in the Account shall be transferred to the Client’s bank account or to an account in another electronic money/ payment institution indicated by the Client. Zaydel Project Management has the right to deduct from the repaid money the amounts that belong to Zaydel Project Management (Fees for services provided by Zaydel Project Management and expenses which have not been paid by the Client, including, but not limited to, fines and damages incurred by Zaydel Project Management due to a breach of the Agreement committed by the Client, which have been imposed by financial institutions and/ or state institutions). In the event of a dispute between Zaydel Project Management and the Client, Zaydel Project Management has the right to detain funds under dispute until the dispute is resolved.

4.11. In case Zaydel Project Management fails to repay the money to the Client due to reasons beyond the control of Zaydel Project Management, the Client shall be notified thereof immediately. The Client shall immediately indicate another account or provide additional information necessary to repay the money (execute a payment).

5. The Use of the Account

5.1. The Client (natural person) or Client’s Representative (legal person), who is authorized to manage the Account, can manage it via the internet by logging in to the Platform with the personal login name and Password and carrying out additional authentication.

5.2. Payment Transactions from the Account can be executed to another user’s account within Zaydel Project Management, worldwide bank accounts and other electronic payment institutions with certain exceptions indicated by Zaydel Project Management personally to the Client. Fees applied for transfers and transfer terms are specified at www.zaydel.com.

5.3. Currency exchange is based on the exchange rate of Zaydel Project Management valid at the moment of conversion and is constantly updated and can be found in Platform (currency exchange rates are applied immediately and without separate notice).

5.4. Account opening and maintenance prices are provided in the Special Conditions. If the Client did not log in to the Platform and perform transactions in the Account of the Client for more than 12 (twelve) months, Zaydel Project Management shall deem the Profile and the Account(s) are not in use (inactive). Zaydel Project Management has the right to terminate the Agreement and close the Profile and the Account(s), informing the Client about the inactive Profiles and Accounts 30 days prior to termination, provided the Profiles and Accounts are not in use and there are no funds in the Accounts. If at least one inactive Account has funds in it, Zaydel Project Management shall leave the Profile open and close the inactive Account(s) only. If the Client’s Profile and the Account(s) with funds in them remain inactive for 12 (twelve) months, Zaydel Project Management shall begin applying the Fee for the maintenance of the inactive Profile.

5.5. Zaydel Project Management may apply fees for transferring money from the Account to the Client’s bank account, card, or payment account of another electronic money/payment institution’s account, as well as for transferring money from a bank account, card, or another electronic payment institution to the Account.

5.6. Fees for Zaydel Project Management Services are deducted from the Account. In case the amount of funds in the Account is less than the amount of the Payment Transfer and the price of the Service, the Payment Transfer is not executed.

5.7. In case the Payer indicates incorrect data of the Recipient, and the Payment Order is executed according to the data provided by the Payer (e.g. wrong account number), it shall be considered that Zaydel Project Management has fulfilled its obligations properly and shall not repay the transferred amount to the Payer. Zaydel Project Management commits to take all necessary actions to track the payment transaction and will seek to return the funds; however, if unsuccessful, the Payer must contact the recipient directly.

5.8. The Client must provide a Payment Order in accordance with Platform instructions. If acting as Recipient, the Client must ensure all payment details are accurate. These details are considered Unique Identifiers.

5.9. If incorrect details are submitted and payment has not yet been executed, the Payer may request correction. A fee may apply.

5.10. If funds cannot be credited (e.g. invalid IBAN), Zaydel Project Management shall return funds within 2 Business Days. Fees may apply. If return is requested after execution, it requires recipient consent.

5.11. In all cases, when Zaydel Project Management receives a Payment Order but the funds cannot be credited due to errors in the Payment Order or insufficiency of information, and neither the Payer nor the Recipient have contacted Zaydel Project Management for specification of the Payment Order or return of the funds, Zaydel Project Management undertakes all possible measures to track the Payment Transaction in order to receive accurate information and execute the Payment Order. To track the Payment Transaction, the following measures may be used:

5.11.1. If Zaydel Project Management has the contact details of the Payer (email address or phone number), Zaydel Project Management contacts the Payer for the Payment Order specification.

5.11.2. If Zaydel Project Management does not have the contact details of the Payer and neither the Payer nor the Recipient contact Zaydel Project Management regarding the funds indicated in the Payment Order, Zaydel Project Management contacts the provider of payment services of the Payer who has sent the funds indicated in the Payment Order with a request to contact the Payer for the information specification. This measure is applied if there are possibilities to contact the provider of payment services of the Payer by electronic means.

5.12. In all cases specified in clause 5.11, the fee for specification of the Payment Order indicated in the System is applied by debiting it from the amount of the transfer before crediting the transfer to the Account of the Client-Recipient.

5.13. In case it is impossible to apply any of the measures listed in clause 5.11 for tracking the Payment Transaction, and in other cases when it is still impossible to identify the Recipient according to the indicated or corrected data, the funds are stored in the Zaydel Project Management system until the Payer or the Recipient contact and additional data allowing to credit the funds to the Recipient is provided (after debiting the fee for specifying or correcting the Payment Order from the transferred amount before crediting it to the Account of the Client-Recipient). Such funds may also be returned to the Payer under a written request of the Payer. In this case the fee for returning the funds, which is indicated in the System, will be debited from the transferred amount before returning it to the Payer.

5.14. After opening an Account, standard limits for transfers shall be applied towards the Client. The Client has the right to change the Payment Transfer limits by logging in to their Account and setting other limits at their own discretion. Zaydel Project Management has the right to limit the amount of transfer limits and request the Client to provide additional information. The Client will be notified about enabling the new limits by e-mail.

5.15. The Client can check the account balance and history by logging in to the Platform. There is also information about all applied Fees and other fees deducted from the Account of the Client during a selected period of time.

5.16. The Client ensures that (i) incoming funds in its Account are not obtained as a result of criminal activity; (ii) the Client will not use Services provided by Zaydel Project Management for any illegal purposes, including actions and transactions in order to legalize funds derived from criminal or other illegal activities.

5.17. The Client can manage the Account and perform Payment Transactions from the Account in the following ways:

5.17.1. via the Platform;

5.17.2. by other ways indicated by Zaydel Project Management after the Client has agreed to the conditions of using such ways (e.g. in exceptional cases Client can submit the Payment Order by an email, if the Platform is not working).

5.18. Execution of Payment Orders from the Account via the Platform:

5.18.1. In order to execute a Payment Transaction via the Platform, the Client (natural person) or Client’s Representative (legal person) must fill in a Payment Order in the Platform and submit it for execution, electronically confirming in the Platform the Client’s Consent to execute the Payment Order.

5.18.2. Submission of a Payment Order in the Platform is an agreement of the Client to execute the Payment Transaction which cannot be cancelled (cancellation of the Payment Order is only possible until the execution of the Payment Order has been started).

5.18.3. In case the Payment Order has been filled in incorrectly, the Payment Transfer is not executed, unless Zaydel Project Management, at its own initiative, in exceptional cases corrects the Payment Order or has a sufficient amount of information to determine the correctness of information to execute the Payment Order under a regular procedure.

5.18.4. In case the amount of money in the Account of the Client is insufficient to execute the Payment Transfer, the Payment Transfer is not executed. If the amount of money in the Account is insufficient in one currency, but there is a sufficient amount of money in another currency, the Payment Transfer shall not be executed until the Client converts the other currency to the currency of the payment.

5.19. Information on executed and received transactions is provided in the Platform. The Client may log in to Platform and view this information free of charge or have it printed out at a selected frequency.

6. Payment Orders

6.1. When the Client is a Payer, the Payment Order shall be deemed to have been received by Zaydel Project Management (calculation of the time of execution of such Payment Order shall be started) on the day of its receipt, and if the point of time of receipt of the Payment Order is not a Business Day – on the following Business Day, with the exception of the following cases:

6.1.1. the Payment Order received by Zaydel Project Management on the Business Day after the hour established in the SH-Payment Currency Guide shall be deemed to have been received by Zaydel Project Management on the nearest Business Day.

6.1.2. on agreement of the Payer and Zaydel Project Management, the execution of the Payment Order may be started on a particular day or at the end of a certain period. In the cases specified in this clause, the Payment Order shall be deemed to have been received by Zaydel Project Management and if such agreed day is not a Business Day, the Payment Order shall be deemed to have been received by Zaydel Project Management on the nearest Business Day.

6.1.3. when Zaydel Project Management agrees to accept the Payer’s Payment Order which does not contain full information necessary for the execution of the Payment Order (the Recipient’s name, Recipient’s account number, etc.) and for the purpose of processing the information in the Payment Order and/or generation of the final Payment Order Zaydel Project Management shall involve third parties, such Payment Order shall be deemed to have been received by Zaydel Project Management when the aforementioned third parties provide to Zaydel Project Management all information required by Zaydel Project Management for the execution of the Payment Order.

6.2. Zaydel Project Management has the right to record and keep any Payment Orders submitted in any manner agreed with Zaydel Project Management, as well as to record and store the information about all Payment Transactions executed by the Client or carried out according to the Client’s Payment Order. The records mentioned in this clause may be provided by Zaydel Project Management to the Client and/or third parties as a proof of submitted Payment Orders and/or executed Payment Transactions.

6.3. The Client may submit to Zaydel Project Management only such Payment Orders and only in such manner as agreed between Parties. Payment Orders submitted by the Client must meet the requirements of legal acts of the Republic of Lithuania and the requirements established by Zaydel Project Management for the submission and/or content of such Payment Order. Payment Orders submitted by the Client must be formulated in a clear, unambiguous and executable manner and must contain a clearly expressed will of the Client. Zaydel Project Management shall not be held liable for mistakes, irregularities, repetitions and/or contradictions existing in the Payment Orders submitted by the Client, including, but not limited to, the accuracy of requisites of the Payment Orders submitted by the Client. Where Payment Orders submitted by the Client do not contain sufficient data or have other deficiencies, Zaydel Project Management depending upon the type of deficiencies of the Payment Order can either refuse executing such Payment Order or execute the Payment Order according to the data contained in it.

6.4. Zaydel Project Management shall have the right to refuse executing the submitted Payment Order, where it has reasonable doubts that the Payment Order was submitted not by the Client or legal representative thereof, or that the data submitted to Zaydel Project Management is false. Where Zaydel Project Management has reasons to suspect that the Payment Order was submitted not by the Client or Client’s Representative thereof, or has doubts about the authenticity of documents submitted to it, or any other doubts concerning the lawfulness or content of the submitted Payment Order, Zaydel Project Management shall have the right to demand that the Client, for his own account and in the manner acceptable to Zaydel Project Management, confirms the Payment Order and/or furnishes Zaydel Project Management with the documents supporting the right of persons to dispose the funds available in the Account, or other documents specified by Zaydel Project Management. Zaydel Project Management in order to protect the legitimate interests of the Client and/or Zaydel Project Management shall have the right to temporarily refuse the execution of Payment Orders of the Client’s Representative until the check of documents supporting the powers of the Client’s Representative is performed. In the cases referred to in this clause, Zaydel Project Management shall seek to protect the legitimate interests of the Client, financial and/or other persons, and, therefore, Zaydel Project Management shall not be held liable for losses which might arise from the refusal to execute the submitted Payment Order.

6.5. The Client shall ensure a sufficient amount of money in a relevant currency on their Account to execute the Payment Order.

6.6. Before executing a Payment Order submitted by the Client, Zaydel Project Management has the right to require the Client to provide documents proving the lawfulness of the origin of funds related to the Payment Order. In case the Client fails to submit such documents, Zaydel Project Management has the right to refuse to execute the Payment Order.

6.7. Zaydel Project Management has the right to involve third parties to partially or fully execute the Payment Order of the Client, if the Client’s interests and/or the essence of the Payment Order require so. In cases where the Payment Order of the Client requires sending and executing the Payment Order further through another financial institution, but this institution suspends the Payment Order of the Client, Zaydel Project Management is not responsible for such actions of the financial institution but makes attempts to find out the reasons for the suspension of the Payment Order. Zaydel Project Management has the right to suspend and/or terminate the execution of the Payment Order of the Client, if required by law or in case it is necessary for other reasons beyond the control of Zaydel Project Management.

6.8. Zaydel Project Management shall have the right to suspend and/or terminate the execution of the Payment Order submitted by the Client where legal acts of the Republic of Lithuania and/or other legal acts applicable to Zaydel Project Management require so, or where this is necessary for other reasons which do not depend on and are not controlled by Zaydel Project Management. Zaydel Project Management, having refused to execute the Payment Order submitted or the Payment Transaction initiated by the Client, shall notify about that the Client or enable the Client to get familiarized with such notification, except where such notification is technically impossible or prohibited by legal acts of the Republic of Lithuania.

6.9. Zaydel Project Management shall not accept and execute Payment Orders of the Client to perform operations on the Account if funds on the Account are arrested, the right of the Client to manage the funds is otherwise legally limited, or in case operations are suspended by applicable legal acts.

6.10. If money transferred by the Payment Order is returned due to reasons beyond the control of Zaydel Project Management (inaccurate data of the Payment Order, the account of the Recipient is closed, etc.), the returned amount is credited to the Account. Fees paid by the Payer for the Payment Order execution are not returned, and other fees related to the returning of money and, applied to Zaydel Project Management, can be deducted from the Account.

6.11. Zaydel Project Management shall credit the funds to and debit them from the Account according to the Unique Identifier specified in the Payment Order received by Zaydel Project Management – the Account number of the Client assigned to by Zaydel Project Management according to the standard of the international bank account numbers, i.e. IBAN. If Zaydel Project Management receives a Payment Order to transfer funds to a payment account opened with the institution of another payment services provider in a EU member state, such Payment Transaction shall be executed by Zaydel Project Management according to the Unique Identifier specified in the Payment Order received by Zaydel Project Management – the Recipient’s payment account number according to the IBAN standard. Zaydel Project Management shall not be held liable for the failure to specify the aforementioned Unique Identifier in the Payment Order and/or for specifying of a wrong Unique Identifier, and/or when the Recipient’s payment services provider may have established a different Unique Identifier for the proper execution of such Payment Transaction or requested the provision of additional information. Zaydel Project Management shall have the right to establish additional and/or other mandatory information which must be submitted for the proper execution of the Payment Order.

6.12. Zaydel Project Management in executing Payment Orders initiated by the Client shall transfer to the Recipient’s payment services provider the information contained in the Payment Order (including Personal Data of the Client). Where funds are credited based on an incorrect Unique Identifier and the Recipient refuses repayment, Zaydel Project Management shall transmit the Recipient’s personal data to the Payer’s payment service provider.

7. Submission and Cancellation of the Consent, Cancellation of the Payment Order

7.1. The Payment Transaction is considered authorized only if the Payer provides Consent. The Client (Payer) may provide Consent in the manner determined by Zaydel Project Management or agreed upon with the Client. Consent submitted in writing must be signed by the Client or Client’s representative. Consent may also be confirmed by electronic signature, password, codes, and/or other identity verification means on which Zaydel Project Management and the Client agreed. Consent to execute a payment transaction or several payment transactions can also be granted through the Recipient or the payment initiation service provider. In all cases stipulated in this clause, the Consent shall be deemed duly approved by the Client (Payer), having the same legal validity as the paper document signed by the Client, and is permissible as means of proof in resolving disputes. The Client shall not be entitled to contest the Payment Transaction executed by Zaydel Project Management, if the Payment Order has been approved by the Consent.

7.2. The Consent of the Client (Payer) is submitted prior to the execution of the Payment Transaction. On agreement of the Client (Payer) and Zaydel Project Management, the Payment Transaction may be authorized after execution.

7.3. The Client agrees that, in executing Payment Orders, Zaydel Project Management will transmit information specified in the Payment Order (including Personal Data) to persons directly related to execution, such as payment system operators or the Recipient.

7.4. The Client (Payer) may withdraw the Consent at any time before the point of irrevocability. The Client must notify Zaydel Project Management of the withdrawal in writing or another acceptable manner.

7.5. The procedure of cancellation of a Payment Order:

7.5.1. the payment order cannot be canceled after Zaydel Project Management has received it, except for the cases described in the T&C;

7.5.2. after that point, cancellation is possible only if both Parties agree.

8. Prohibited Activities

8.1. The Client using Zaydel Project Management services is prohibited from, included, but not limited to:

8.1.1. not complying with the T&C, Special Conditions, legislation and other legal acts;

8.1.2. violating the rights of Zaydel Project Management and third parties to trademarks, copyrights, commercial secrets, and other intellectual property rights;

8.1.3. providing false, misleading or incorrect information to Zaydel Project Management;

8.1.4. refusing to provide information or undertake other actions that are reasonably requested by Zaydel Project Management;

8.1.5. executing or receiving transfers of illegally acquired funds, if the Client is aware or should be aware of it;

8.1.6. using the services of Zaydel Project Management in a way which causes losses, responsibility, or other negative legal or financial consequences or damage to the business reputation of Zaydel Project Management or third persons;

8.1.7. providing services that are prohibited by the law or contradict public order and moral principles.

8.2. The Client shall reimburse all damages, fines, and other monetary sanctions applied to Zaydel Project Management due to non-observance or violation of the T&C, including but not limited to clause 8.1 of T&C due to fault of the Client.

8.3. The Client is responsible and undertakes to reimburse any losses incurred by Zaydel Project Management, other Zaydel Project Management clients, and third parties due to using Services and violating the Agreement or its supplements by the Client. In all cases, Zaydel Project Management shall contact the law enforcement authorities if any signs of illegal activity are detected.

9. Communication Between the Client and Zaydel Project Management

9.1. The Client confirms that Client agrees that Zaydel Project Management notifications will be provided to the Client by placing them on the Platform and by sending an email, which was indicated by the Client at the time of registration in the Platform, or by sending it to the address indicated by the Client at the time of registration in the Platform, or by sending an SMS message in cases where the Client has indicated only a mobile phone number. The Client acknowledges that Zaydel Project Management notifications, submitted in any of the abovementioned ways, shall be deemed as properly provided. Notifications by post or SMS messages are sent only if the Client has not indicated its e-mail address or it is not working properly. If such notifications are not related to the substantive amendment to the Agreement, it shall be deemed that the Client received the notification within 24 hours from the moment it was posted on the Platform or sent to the Client by e-mail or SMS message. If the notification is sent by post, it shall be deemed that the Client received it within 5 (five) business days after it was sent (in case it was sent not to the Republic of Lithuania – within 14 (fourteen) calendar days of the day of its sending), unless the Client actually receives the notification later than in terms specified in this part of the Agreement. It shall be deemed that messages (claims, requests, or complaints) from Clients are received on the day of their submission, if they are submitted from 9 a.m. to 6 p.m. (EET). Messages submitted outside the specified time frame shall be deemed received on 9 a.m. (EET) of the next day.

9.2. All communication with Client shall be conducted in English language. On consent of Zaydel Project Management, the Client’s notification may be drawn up in any other language, but in such case Zaydel Project Management shall be entitled to require from the Client to refund the costs of translation.

9.3. All documents submitted to Zaydel Project Management shall be drawn up in English language. If documents are in a foreign language, Zaydel Project Management may require translation and notarization or Apostille.

9.4. If documents furnished by the Client are inconsistent or doubtful, Zaydel Project Management may refuse execution of Payment Orders and request additional documents.

9.5. The Client has the right to access the current version of T&C and related documents at any time.

9.6. The Client undertakes to check communications regularly.

9.7. The Client must update contact details immediately.

9.8. The Client must inform Zaydel Project Management about loss or theft of identity documents.

9.9. The Client can contact Zaydel Project Management via the official email.

9.10. Zaydel Project Management shall notify about system failures where possible.

9.11. Zaydel Project Management may change technical integration solutions, with 90 days notice if required.

9.12. The Parties must inform each other about significant changes (ownership, structure, etc.).

9.13. All documentation-related costs are borne by the Client.

10. Amendments to the Agreement

10.1. Zaydel Project Management shall notify the Client about amendments to the Agreement 30 days in advance. Amendments come into force after this period.

10.2. The 30-day notice period shall not apply where:

• changes are required by law;

• changes are favorable to the Client;

• pricing changes occur;

• new services are introduced.

10.3. Continued use of services constitutes acceptance. If the Client disagrees, they may terminate the Agreement.

10.4. Additional conditions may be agreed separately and become part of the Agreement.

11. Blocking of Service

11.1. Zaydel Project Management has the right to:

• block Payment Transfers;

• suspend services;

• detain funds;

• block Accounts;

• refuse services;

• return funds to the sender.

11.2. These measures may be applied in cases including:

• breach of Agreement;

• reputational risk;

• incomplete identification;

• fraud suspicion;

• legal requirements.

11.3. Funds may be returned to original payers in fraud cases.

11.4. The Client will be notified unless prohibited by law.

11.5. Services may be blocked for AML or criminal investigations.

11.6. Accounts may be suspended if compromised.

11.7. The Client may request account blocking.

11.8. Zaydel Project Management is not liable for losses due to lawful blocking.

11.9. Funds may be withheld up to 10 business days or longer if required by law.

12. Termination of the Agreement

12.1. Either Party may terminate the Agreement with 30 days notice, or immediately if required by law.

12.2. Upon termination, all outstanding fees, fines, and damages will be deducted.

12.3. Termination does not освобождает the Client from prior obligations.

12.4. The Client must redeem electronic money upon termination.

13. Confidentiality and Personal Data Protection

13.1. The Parties must keep confidential all non-public information.

13.2. The Client consents to processing of Personal Data for service provision.

13.3. The Privacy Policy forms part of the Agreement.

13.4. The Client must protect passwords and security credentials.

13.5. The Client must notify Zaydel Project Management of breaches immediately.

13.6. Zaydel Project Management may suspend access following a breach.

13.7. The Client is responsible for account security.

13.8. Zaydel Project Management may share data with authorities as required by law.

13.9. Zaydel Project Management may verify identity via third parties.

13.10. Zaydel Project Management acts only as a service provider.

13.11. Communications may be recorded and used as evidence.

13.12. Client data may be visible to other users for payment purposes.

13.13. Client data may be shared with payment initiation or account information service providers where applicable.

14. Liability of the Parties

14.1. Each Party is liable for all fines, forfeits, and other losses which the other Party incurs due to violation of the Agreement by the guilty Party. The guilty Party undertakes to reimburse direct damage incurred due to such liability to the affected Party. In all cases, the liability of Zaydel Project Management under the Agreement is limited by the following provisions:

14.1.1. Zaydel Project Management shall only be liable for direct damages caused by direct and essential breach of the Agreement made by Zaydel Project Management, and only for damages which could have been foreseen by Zaydel Project Management at the time of breaching of the Agreement;

14.1.2. the amount of compensation for damages caused by violating the Agreement by Zaydel Project Management shall not exceed the average of Fees for the last 3 (three) months paid to Zaydel Project Management by the Client for provided Services. This restriction is applied for the total amount of all violations of the month. In case the average of 3 (three) months cannot be calculated, the compensation cannot exceed 5000 EUR (five thousand euro);

14.1.3. in all cases, Zaydel Project Management shall not be liable for non-receipt of profit and income by the Client, loss of reputation of the Client, loss or failure of the Client’s business, and indirect damages;

14.1.4. limitations of liability of Zaydel Project Management shall not be applied if such limitations are prohibited by the applicable law.

14.2. Zaydel Project Management does not guarantee uninterrupted Platform operation, because Platform operation may be affected by factors beyond its control. Zaydel Project Management shall use reasonable efforts to ensure stable operation but shall not be liable for consequences of system disruptions not caused by its fault.

14.3. Zaydel Project Management shall not provide compensation for malfunctions if the Platform has been accessible for more than 97% of the time, calculated as an average over at least 3 months.

14.4. Temporary interruptions (up to 24 hours) due to maintenance, updates, or development, notified at least 2 days in advance, shall not be considered system failures.

14.5. Zaydel Project Management is not liable for:

14.5.1. unauthorized transactions resulting from the Client’s failure to protect passwords or security credentials;

14.5.2. errors, delays, or failures caused by banks, payment systems, or third parties;

14.5.3. disruptions caused by third parties beyond Zaydel Project Management’s control;

14.5.4. consequences arising from lawful termination, suspension, or limitation of services;

14.5.5. goods or services purchased using the Account, or failures of counterparties in such transactions;

14.5.6. failure to perform obligations where such failure is due to compliance with legal requirements.

14.6. The Client confirms that all actions performed under the Agreement comply with applicable laws.

14.7. The Client is fully responsible for the correctness of all data, orders, and documents submitted to Zaydel Project Management.

14.8. If Zaydel Project Management becomes aware of an unauthorized Payment Transaction, it shall refund the amount and restore the Account balance, unless fraud is suspected and reported to the relevant authority.

14.9. The Client bears all losses resulting from unauthorized transactions where such losses arise due to:

• use of lost or stolen login details;

• failure to protect security credentials;

• dishonest or grossly negligent behavior.

14.10. The Client must review account activity at least once per month and notify Zaydel Project Management of unauthorized or incorrect transactions:

• immediately upon discovery (within 5 business days);

• no later than 60 calendar days from the transaction date.

Failure to notify within this period constitutes acceptance of the transactions.

15. Force Majeure

15.1. A Party shall be relieved from liability for failure to perform its obligations under the Agreement if it proves that such failure was caused by force majeure circumstances, in accordance with applicable law. The Client shall notify Zaydel Project Management in writing within 5 (five) business days from the occurrence of such circumstances. Zaydel Project Management shall notify the Client of force majeure circumstances via email or through its website.

16. Mistakes

16.1. The Client who notices that funds which do not belong to them have been transferred to their Account must immediately notify Zaydel Project Management. In such cases, the Client, as the unauthorized beneficiary of the transferred funds, shall not have the right to use or dispose of such funds and must immediately transfer them to the account specified by Zaydel Project Management.

16.2. Zaydel Project Management has the right to debit funds incorrectly credited to the Client’s Account due to its own error without obtaining separate consent from the Client and transfer such funds to the rightful beneficiary.

16.3. If the balance in the Client’s Account is insufficient to debit incorrectly credited funds, the Client must repay the respective amount to the account specified by Zaydel Project Management within 3 (three) Business Days from the request. If the Client fails to return such funds in time, the Client shall pay a penalty of 0.05% for each day of delay.

17. Settlement of Disputes, Applicable Law, Agreement Validity

17.1. Where the Client believes that Zaydel Project Management has infringed their rights or legitimate interests relating to the financial services provided and/or contracts concluded, the Client must first submit a written complaint to Zaydel Project Management describing the dispute in detail. The Client must submit such request no later than 3 (three) months from the date they became aware or should have become aware of the issue.

17.2. Zaydel Project Management shall review the complaint and provide a detailed written response within 15 (fifteen) business days, unless a different timeframe is required by law. If a full response cannot be provided within this period, Zaydel Project Management shall issue an interim reply explaining the delay and provide a final response within a maximum of 35 (thirty-five) business days.

17.3. Complaints and disputes shall be handled free of charge in accordance with applicable procedures and laws.

17.4. If the Client qualifies as a consumer and is not satisfied with the response, or no response is received within the specified timeframe, the Client has the right to escalate the dispute to the Bank of Lithuania within 1 (one) year of submitting the complaint.

17.5. Disputes shall primarily be resolved through negotiation. If unresolved, disputes shall be settled in courts in accordance with the laws of the United Arab Emirates. If the Client is not domiciled in the UAE, disputes shall be resolved based on the domicile of Zaydel Project Management.

17.6. This Agreement and all related matters shall be governed by the laws of the United Arab Emirates.

17.7. The Agreement enters into force upon signing by both Parties and remains valid indefinitely.

18. Final Provisions

18.1. Each Party confirms that it holds all necessary licenses, approvals, and authorizations required to enter into and perform this Agreement.

18.2. Section titles and headings are for convenience only and do not affect interpretation.

18.3. Zaydel Project Management acts solely as an independent service provider and does not control or assume liability for goods or services paid for using its services. Zaydel Project Management does not guarantee that any counterparty will fulfill their obligations in transactions conducted using its services.

18.4. Each Party confirms that it has entered into the Agreement voluntarily, without coercion, fraud, or misrepresentation, and fully understands its terms.

18.5. If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force.

18.6. Failure or delay in exercising any right under this Agreement shall not constitute a waiver of that right.

18.7. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings.

18.8. Any amendments to this Agreement must be made in accordance with the procedures set out herein.