Legal Agreements

Terms and Conditions

This document sets out the terms and conditions for your account at us and its related services. These terms and conditions, along with our Fees page and Privacy Policy and any other terms and conditions that apply to our services, form a legal agreement (the agreement) between:

You and

TONIO LIMITED, registration Nr. 05103590, represented by the director acting on the basis of charter Aleksandrs Cigaks, further Tonio or we.

1. Authorisation

1. We hold an Authorised Payment Institution authorisation issued on March 23, 2018 by the Financial Conduct Authority (register number: 572541) and we are permitted to provide payment services by the Financial Conduct Authority ("FCA”) in the United Kingdom. FCA supervises us.

2. We provide services in the United Kingdom only. We do not provide payment services outside the UK. We do not have any physical presence (for example, oﬃces) or agents in any other state.

If you are based outside the UK, we provide payment services strictly on the basis that:

i. Any and all services we provide are provided in the UK only.

ii. You are our customer at your own intiative.

iii. You have been made aware that payment services we provide are not authorised outside the UK.

iv. You are aware that it is your duty to ensure that you are compliant with the laws, regulations and rules of the country you are based.

3. We are participant of SEPA

4. By registering an account with us, you conﬁrm that you are a resident of the UK. If you are not a resident of the UK, you conﬁrm that laws and regulations of your country do not prohibit you from entering into an agreement with us.

5. You also conﬁrm that you are the only beneﬁcial owner. If you are not, you must tell us immediately. In such circumstances, you cannot open an account with us unless we conﬁrm in writing otherwise.

6. We will treat all instructions and actions by authorised persons acting within the limits of their authority as if you had given that instruction or carried out that action yourself.

7. It is your responsibility to withdraw your authority from, or impose limits on, any authorised person (for example, if they are no longer employed by you).

8. Any authorised person must be 18 or over. You are also responsible for all their activities. For example, if they lose their security details, it is your responsibility to tell us in line with these terms and conditions, although you may ask them to tell us instead.

2. Account

1. The account provides payment services the Payment Regulation Services 2017, which are:

i. services enabling cash to be received on a payment account and all of the operations required for operating a payment account;

ii. services enabling cash transfers from a payment account and all of the operations required for operating a payment account;

iii. the execution of payment transactions, including transfers of funds on a payment account with the user`s payment service provider or with another payment service provider;

iv. execution of direct debits;

v. execution of i transfers;

vi. payment initiation services;

vii. account information services.

2. We don't lend your money to others. We are unable to oﬀer you banking services. Funds on client payment account is not a deposit and may be used only for execution of payment transactions. In order to encourage our clients to execute payments, we apply a high balance fee to accounts that hold a certain amount of funds. Please see our Fees page accessible via our online portal for what fee may be applicable to you.

3. Protection of your funds. Client payment accounts are not protected by Financial Services Compensation Scheme or other similar deposit guarantee instruments. Instead, client funds held for payment transactions are kept in segregated safeguarding accounts with reputable credit institutions.

4. No inbound and outbound transactions other than transfers are permitted on the account.

3. Payments

1. The requests to provide services (operations) you give us must be unambiguous and executable. You must conﬁrm all operations with your credentials or in any other way we may request (e.g. by signing a hard copy or making a payment order). Such conﬁrmation shall be deemed as your consent to perform the requested operation. To perform any of the payment services you must complete a payment order and to send it from your authorised email to our authorised email [email protected] and [email protected].

2. The authorised payment order is deemed to be received on the business day of sending if received from 08:00 CET till 17:00 CET, and next business day if received other time. A 'business day' means a day that the banks are open both in Lithuania and in UK. The submission of a payment order is considered your consent to perform a payment transaction and cannot be withdrawn. You must ensure that your request is in accordance with the law, these terms and other relevant requirements or practices applicable to that request. We will endeavour that the payment transaction is credited to the payee`s payment service provided for any payment transaction executed wholly within the area of the UK and EEA member states in euro via SEPA;

3. The execution times may vary depending on the cut-oﬀ times of our correspondent banking partners and subject to there being no queries from us or the correspondent banking partners about the transactions

4. You can check all payments into and out of your account by making an inquiry to email [email protected] and [email protected] . We will not make any changes to the information and it will be provided to you in 5 (ﬁve) business days until you close your account.

5. Please don't share your authorised email credentials with anyone. Sometimes it`s easy to forget to take the steps you and your authorised persons should take to keep your money safe. You must take all reasonable steps to keep safe your security credentials. It is your responsibility to regularly monitor your payment account and inform us of any unauthorised transactions, inconsistencies, fraud or concerns.

6. If instruction on your behalf was provided without authorisation, you must tell us immediately by email [email protected] and [email protected] about the fact and circumstances

7. You are not entitled to refund if:

i. You have acted fraudulently, in which case we will not refund you in any circumstances and you will be solely liable for all losses.

ii. You did not notify us in a timely manner of any security issues with your payment account, in which case you will remain liable for any losses incurred up to the time when we receive the notiﬁcation unless you have acted fraudulently.

iii. You have either intentionally or due to gross negligence compromised security of your payment account or failed to comply with your obligations when using the account or have used it in a manner contrary to these terms.

8. You may request us and we will immediately and without charge make eﬀorts to trace any nonexecuted or defectively executed payment transaction and notify you of the outcome.

9. If we give you the option to express (speed up) your payment we will prioritise it and do what we can to help it reach the account of person you want to pay more quickly than the times set out below. We'll always provide you with an estimate of how much quicker the transfer will be before you choose to express. A fee may apply for express. We'll let you know what that fee is in advance.

10. Sometimes we might limit how much you can receive into or pay from your account. We might be able to increase the limit if you ask us to. A fee may apply for limit increase. These limits can change from time to time.

11. We must refuse to make a payment, or delay a payment, in the following circumstances:

i. if legal or regulatory requirements prevent us from making the payment or mean that we need to carry out further checks;

ii. if you have broken these terms and conditions in a way that we reasonably believe jus-ﬁes us refusing or delaying your payment;

iii. if we believe that processing your instruction would break these terms and condi-ons or that your instruction doesn't contain all the informa-on we need to make the payment properly;

iv. if the amount is over, or would take you over, any limit that applies to your account

v. if there is not enough money available in your account to make the payment and cover any charge;

vi. if you've been declared bankrupt or insolvent, are being wound up, or a similar event is taking place;

vii. if, even ager doing everything reasonably possible, we won't be able to make the payment on time;

viii. if a third party prevents us from making the payment;

ix. if you owe us money or we intend to exercise our right of set-oﬀ;

x. if we have asked you for important information we reasonably need and you have not given us that information; or

xi. if we have suspended your account.

12. When we refuse to make a payment, we'll always (unless it would be unlawful or technically impossible for us to do so) try to let you know on the authorised email of that refusal, the reasons for that refusal (if possible), and the procedure for rectifying any factual errors that lead to that refusal. Such notiﬁcation shall be given to you as soon as practicable following the refusal. We won't be responsible for any losses you suﬀer as a result of us refusing or delaying a payment.

13. Rejected payment orders shall not be deemed to have been received for the purposes of execution.

14. Other banks involved, such as the bank of the person you are paying or certain correspondent or intermediary banks (banks that help transfer the money between other banks) might sometimes take their fees from the payment you're sending or receiving. This could mean that you or the person you are paying receives less than expected.

4. Restrictions

1. Any your representative must be over 18 to open an account under this agreement for business purposes only and not for the personal purposes. When you ask to open your account, the following apply:

i. you promise that a person opening an account for you has full authority to enter into the agreement; and

ii. we, or someone acting for us, will ask for certain information about you, where the amount you are opening the account with comes from, your authorised persons (as explained below), as well as any directors, partners, people with signiﬁcant control over your business or any beneﬁcial owners. We'll also ask you to conﬁrm that any authorised person has your authority to act on your behalf and that they have agreed to keep to these terms and conditions.

iii. We will only open the account once we have all the information we need.

iv. You cannot open an account with us if you are a charity, political organisation or religious organisation.

2. You cannot open or hold an account if you carry out any sort of business or activity that relates to the following:

i. dating and escort services;

ii. pornography;

iii. weapons;

iv. trading in precious metals, stones or art;

v. running an auction house;

vi. cashback services;

vii. chemicals and related products;

viii. video-game arcades;

ix. trading in cryptocurrency without authorisation;

x. selling second-hand cars;

xi. binary options or gambling without authorisation;

xii. debt collection; or

xiii. trading in prime-bank guarantees, debentures, letters of credit or medium-term notes without authorisation.

3. We can refuse to let you open or hold an account if you carry out any other business or activity that we are not comfortable with. Or we may apply restrictions, which we'll tell you about before we allow you to open the account.

4. Please act reasonably and responsibly when using the account. Account must not be used (directly or indirectly) as follows:

i. for illegal purposes (for example, commiing fraud) or in a way that contradict public order and moral principles;

ii.in a way that we reasonably believe might harm our ability to provide our services;

iii. to control or use an account that`s not yours;

iv. to give an access to authorised email to any person who is not an authorised person or otherwise to allow anyone who isn`t an authorised person to have access to or use your account;

v. to trade in foreign currencies for specula-ve purposes (that is, to take advantage of any expected rise or fall in the value of a currency) or to take advantage of discrepancies in the foreign exchange market; or

vi. to use our services to hold or carry out transactions with your clients' money.

vii. to fail to comply with the provisions of this agreement, legislation and other legal provisions, including but not limited to money laundering and terrorist ﬁnancing regulations.

viii. to execute or receive transfers of illegally acquired funds, if you know or should have known about it.

ix. to register the account under a ﬁctitious name or in the name of another person without a power of attorney or using the services of anonymous telephone numbers or email addresses provided by other persons or websites.

5. We may also suspend or close your account or refuse a payment immediately if you break any of these terms or if:

i. You do not meet the requirements required by the prevention of money laundering and terrorist ﬁnancing rules and regulations.

ii. We suspect you of money laundering, terrorist ﬁnancing or other crime or illegal activity (e.g. fraud).

iii. We suspect that your funds have been obtained by illegal means or their transfer is in any way unlawful or prohibited.

iv. We suspect that you wish to use or are using the services for any restricted or prohibited activities.

v. Your representative and/or UBO are a politically exposed person.

vi. You have been prosecuted and/or convicted for a ﬁnancial or economic crime, fraud or another crime with regard to abuse of trust.

vii. You or your activities belong to a risk group to which we do not provide services.

viii. You have been declared bankrupt or insolvent.

ix. If we have good reason to suspect that you are behaving fraudulently.

x. If you have not given us (or someone acting on our behalf) any information we need, or we have good reason to believe that information you have provided is incorrect or not true.

xi. If we are required to do so under any under any law, regulation, court order or instructions of the regulator, or because a court or an ombudsman requires us to.

xii. We have become aware of any circumstances which have caused us to require to examine the legal origin of your funds or assets.

xiii. We suspect that your credentials has been used without your consent or these have been stolen or used to commit fraud.

xiv. We believe that there are any other reasonable grounds to do so due to any reason relating to the security of your payment account, or suspected unauthorised or fraudulent use of the same.

xv. Using the services in connection with illegal products or services and/or stolen goods including digital and virtual goods.

xvii. Transactions with sanctioned counterparties.

xviii. Any activity or omission that violates any law, statute, ordinance, regulation or good faith.

xix. there's been a change in the beneﬁcial ownership of more than 50% of the issued share capital of your business or a change in a person who holds legal power to manage your business;

xx. we have good reason to believe that you've disposed of signiﬁcant business assets;

xxi. there's been an important change in the type of business activities you carry out;

xxii. if you've broken these terms and conditions in a serious or persistent way (for example, if we discover that you're carrying out a business activity that you are not allowed to carry out while you have an account);

xxiii. we've asked you to repay money you owe us and you haven't done so within a reasonable time;

xxiv. we have good reason to believe that your use of the account could damage our reputation or goodwill;

6. We may suspend or close your account for any reason. We will notify you before we do so and why, unless this is unlawful or would compromise reasonable security measures. We may also charge you a fee for this notiﬁcation in accordance with our Fees.

7. If we close your account, your agreement with us is terminated. We'll hold back enough money to cover any payments that you approved before your account was closed. You'll also still owe us any money that you owed us while your account was open.

5. Communication

1. You must notify us immediately of any circumstances which are relevant to this agreement, including change of name, address, contact details etc.

2. You must also notify us immediately of any loss or theg of your personal identiﬁcation document or another means of identiﬁcation or loss or theg of your authorised e-mail. You must notify us even if any of the above noted information has been or may be made public (e.g. judicial decision, notification to public registers or publishing through the mass media).

3. You must also notify us of anything negatively aﬀecting the security of your payment account, or suspected unauthorised or fraudulent use of the same.

4. In case of suspected or actual fraud or security threats, you must contact us via a email [email protected] and [email protected] . If you are unable to do so, please contact us by any other means and we will let you know what (if any) information we need from you to conﬁrm your identity.

6. Identiﬁcation

1. We will need certain information from you so that we can provide payment services to you. By providing such information, you conﬁrm that all information you provide is complete, accurate and true.

2. The information we will require will depend on the nature of your business, where you are based, and any other requirements set out in the relevant legislation.

3. If we have any reason to doubt the completeness or accuracy of the information you have provided, may ask you to provide further information or documents and, if necessary, to re-do the identiﬁcation process.

4. From time to time, we may request additional documentation to verify your identity or in respect of payments you are making or receiving. You undertake to provide us will all information and documents required to verify your identity or any other information we may require.

5. You must inform us if any of the submitted information or any of the circumstances relevant to our provision of services to you changes. Such information includes change of your representative, your company`s beneﬁcial owner, residence/location address, nature of business, place of tax residence or taxpayer`s number.

6. We may also require from you additional documents authorising us to request and receive such information or documents from other institutions

7. Corporate OPT OUT

1. If you are a customer that is a larger business, you agree that certain provisions of the Payment Services Regulations 2017 do not apply to you ("corporate opt out”). This applies to you only if you are not a:

i. consumer (individual who is acting for purposes other than a trade, business or profession;

ii. micro-enterprise (an enterprise whose annual turnover and/or balance sheet total does not exceed €2 million (or sterling equivalent) and employs fewer than 10 people);

2. Corporate opt out applies to the following regulations set out in the PSR 2017:

i. Changes in contractual information;

ii. Termination of framework contract;

iii. Information for the payer on individual payments transactions;

iv. Information for the payee on individual payments transactions;

v. Charges for information

vi. Burden of proof on payment service provider

vii. Charges

viii. Liability of payment service provide for charges and interest - 94

3. If there is a conﬂict between this section and any other section in this agreement, this section prevails.

8. Fees

1. We will charge you fees for the payment services we provide. Our fees are set out in our Fees page.

2. We may make any amendments to the Fees. If we do so, we will notify you. You will be able to terminate this agreement without any penalty related directly to change of Fees before the changes take eﬀect.

3. You are required to keep enough money on your payment account for us to deduct any fees or any money you owe us. We debit any monthly fee once per month in advance for the upcoming fee period, which is 30 calendar days.

4. You may also be responsible for paying taxes or costs that apply to payments that we are not responsible for collecting from you. In such case, you must pay the taxes or costs without delay.

5. You cannot borrow money from us and if your balance becomes negative, you must immediately top up your account to remedy this.

6. If you owe us money and do not top up your account, we may without notice:

i. suspend your account;

ii. deduct the money from your payment account once it has funds (this can be in parts);

iii. exercise a right of set-oﬀ;

iv. take any other legal steps to recover the money, e.g. instruct debt collectors or take you to court.

7. If we exercise any of the above rights, you may be required to pay our costs.

9. Termination

1. You can always end your contract with us in 2 business days notice. If there are any outstanding fees or if you owe us money for any reason, you will be required to pay this immediately.

2. If you have paid your fees and do not owe us any money, we will give you reasonable opportunity to transfer your balance.

3. If you wish to close the account due to any other reason, please contact us as noted above. In those circumstances, your contract will end no later than one calendar month ager the day on which you contacted us or earlier.

4. The transfer of balance shall be performed according to standard payment terms.

10. Losses

1. References to liability in this clause include every kind of liability arising under or in connection with the agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

2. We are not liable for business losses. If you use the products for any commercial, business or resale purpose we will have no liability to you for any loss of proﬁt, loss of business, business interrupon, or loss of business opportunity.

3. We shall have no liability, whatsoever, for, whether direct or indirect,:

i. loss of income or proﬁt;

ii. loss of goodwill or damage to your reputation;

iii. loss of business contracts or opportunities;

iv. loss of anticipated savings; or

v. consequential loss.

vi. Transfers of money from your account and on other payment transactions with funds from your account if the you have not protected your authorised email, as a result, other persons have gained access to the same, nor for illegal actions and transactions by third parties carried out using forged or illegal documents or data received illegally.

vii. Errors and late or missed transactions made by banks, billing systems and other third parties.

viii. Consequences of disruptions in the performance of any of our obligations caused by a third party beyond our control which we could not have avoided, even if we had taken all reasonable steps to prevent them.

ix. Consequences arising ager we lawfully terminates the agreement with you, terminate your account or limit access to it or limit any part of services to you.

x. Goods and services purchased using the account, or failure of the other party receiving payments from the your account to comply with the terms of any agreement.

xi. Breach of our own contractual obligations and damages if we are required to perform an obligation or make an omission required by any law, guidance or regulations.

xii. Any losses you suﬀer or costs you have to pay because of a legal or regulatory requirement, or because there were unusual or unexpected events outside our control, unless those losses or costs result from us failing to meet our obligations to make payments into or out of your account.

4. Except when the law states otherwise, we also won't be liable for any loss you suﬀer as a direct or indirect result of the following:

i. the actions of any authorised person acting in line with these terms and conditions and within any restrictions you have set;

ii. you giving us incorrect or incomplete information;

iii. any delays in or disruptions to our services;

iv. any faults, mistakes or inaccuracies of any kind in our services;

v. information or services provided by third parties; or

vi. anything a third party does or fails to do.

5. Subject to what is stated in this clause above, our total liability to you for all loss or damage shall not exceed the total sum of your fees and charges you paid to us for the previous six months.

6. Nothing in this clause shall limit your payment obligations under this agreement.

7. If you have broken these terms and conditions, and this has caused us to suﬀer a loss, the following will apply:

i. you will be responsible for any losses we suﬀer as a result of your action (we will try to keep the losses to a minimum);

ii. if your actions result in us losing proﬁts, you may also be responsible for those losses. You won't be responsible if this would mean that we are compensated twice for the same loss; and

iii. you will also be responsible for any reasonable legal costs that arise as a result of our losses.

8. All clauses of this Chapter shall survive termination of this agreement.

11. Amendments.

1. If you're a micro-enterprise (a business which employs fewer than 10 persons and whose annual turnover and/or annual balance sheet total does not exceed EUR 2 million), we'll only change these terms and conditions for the following reasons:

i. if we think it will make them easier to understand or more helpful to you;

ii. to reﬂect the way our business is run, particularly if the change is needed because of a change in the way any ﬁnancial system or technology is provided;

iii. to reﬂect legal or regulatory requirements that apply to us;

iv. to reﬂect changes in the cost of running our business; or

v. because we are changing or introducing new services or products that aﬀect our existing services or products covered by these terms and conditions.

2. If we add a new product or service that doesn't change the terms and conditions of your account, we may add the product or service immediately and let you know before you use the product or service.

3. Otherwise, we'll give you two month or sixty (60) days' (what is longer) notice through the Authorised email before we make any change. We'll assume you're happy with the change unless you tell us that you want to close your account before the change comes into eﬀect.

4.If you're a large corporation, we can change these terms for any reason. If we add a new product or service that doesn't change the terms and conditions of your account, we may add the product or service immediately and let you know before you use the product or service. Otherwise, we'll give you two weeks' notice through the Authorised email before we make any change. We'll assume you're happy with the change unless you tell us that you want to close your account before the change is made.

12. Disputes and Complaints

1. Please contact if you have any issues or have a complaint. We will review the complaint and contact you within 15 business days if you are an individual and within 30 business days if you are not. Please send your complaint to:

E-mail: [email protected]

Suite 3 G & H, Docklands Business Centre, 10-16 Tiller Road, London, E14 8PXE 1 4 8 P X, UNITED KINGDOM

2. You'll need to tell us:

i. your name;

ii. the phone number and email address associated with your account;

iii. what the issue is;

iv. when the problem arose; and

v. how you'd like us to put the matter right. We'll look into your complaint and respond to you by email. We will communicate with you in English, unless we tell you otherwise.

3. If your complaint relates to payment services, you can also complain to the Financial Conduct Authority.

13. Personal data

1. To provide you our services, we will need to record, store, process and transfer personal data. We will only use your personal information as set out in our Privacy Policy. Under the UK data protection legislation, we are a "data controller”.

2. By using our services, you give us consent to use your data to provide you our services. If you have any queries or comments in respect of the Privacy Policy or how we use your data, please contact us at [email protected].

3. If you have any complaints about personal data handling by use, please contact us at [email protected].

4. By entering into the agreement you are giving us permission (and the permission of any authorised person) to gather, store and process personal information for the purpose of providing our services to you. This doesn't aﬀect any rights and obligations you or we have under data protection law.

5. By entering into this agreement you give us permission to disclose to our aﬃliates the following information:

i. the fact that you are our client;

ii. what services we provide to you;

iii. the account number;

iv. your account balance(s);

v. operations performed or being performed on your behalf;

vi. our debt obligations to us;

vii. circumstances of providing the ﬁnancial services to you;

viii. your ﬁnancial situation and assets;

ix. other commercial information you have provided to us when opening the account; and

x. your activities, plans, debt obligations or transactions with other persons.

6. You can withdraw your permission by closing your account, which will end the agreement between you and us. If you do this, we'll stop using your information for the purpose of providing our services, but we may need to keep your information for other legal reasons.

14. Intellectual property

1. You must not use our intellectual property as your own, except to enjoy our products. You also must not reverse-engineer any of our products (that is, reproduce them ager a detailed examination of their construction or composition).

15. Other

1. We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you do not agree to the transfer you may contact us to end the contract within one month of us telling you about it and we will refund you any payments you have made in advance for products not provided (subject to you now owing us any money).

2. This agreement is personal to you. Only you and we have any rights under the agreement. You may not transfer or assign any of your rights or obligations under these terms and conditions to another person. Nobody else has any rights under this contract. No other person shall have any rights to enforce any of its terms.

3. If a court ﬁnds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and eﬀect.

4. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date.

5. These terms are governed by English and Welsh law and you can bring legal proceedings in respect of the products in the English and Welsh courts. Alternative dispute resolution is not available under these terms

6. If these terms and conditions are translated into another language, the translation is for reference only and the English version will apply. By entering into this agreement and accepting services, you conﬁrm that you (and any of your authorised persons) understand English language and agree to communicate with in English language as far as the legal relations arising under this agreement are concerned including with respect to submiing and resolving any complaints.