Terms of Use for LHV Wallet

Valid from 22.10.2024

1. GENERAL PROVISIONS

   1. The terms of use of LHV Wallet (hereinafter the ‘Wallet’) (hereinafter the ‘Terms of Use’) regulate the relations between AS LHV Pank (hereinafter the ‘Bank’) and the Bank’s client (hereinafter the ‘Merchant’) concerning the use of the Wallet by the Merchant and other circumstances related to the above.
   2. These Terms of Use shall form an integral part of the Wallet and shall apply to the extent that the Bank and the Merchant have not agreed otherwise.
   3. In matters not regulated by the Terms of Use, the Bank and the Merchant shall, in addition to the Terms of Use, be governed by the Bank’s general terms and conditions (hereinafter the ‘General Conditions’) and any other documents referred to therein, insofar as this does not conflict with these Terms of Use.
   4. The Agreement shall be governed by the laws of the Republic of Estonia.

2. DEFINITIONS

   1. Capitalised terms used but not defined in the Terms of Use have the meanings given to them in the General Conditions.
   2. Capitalised terms used in the Terms of Use, which are not defined elsewhere in the Terms of Service, the Agreement or the General Conditions, have the following meanings:
      1. ‘LHV Wallet’ (hereinafter the ‘Wallet’) – a payment module for an online shop developed by the Bank, through which the Merchant can offer in their online shop the payment methods offered to the Merchant by the Bank, for which the Merchant has entered into separate agreement(s);
      2. ‘Technical Conditions of Wallet’ – the technical conditions available on the Bank’s Website, which are established by the Bank and the fulfilment of which is necessary for the use of the Wallet;
      3. ‘Merchant’ – a client of the Bank who has a valid agreement for the servicing of payment cards in e-commerce, agreement on payment acquiring or cooperation agreement with AS LHV Finance;
      4. ‘Wallet Key’ – a sequence of symbols that allows the Merchant to authenticate when making inquiries to the Wallet.

3. WALLET USE AND TECHNICAL REQUIREMENTS

   1. By downloading the Wallet from the Bank’s Website, the Merchant shall agree to the Terms of Use. The Bank shall grant the Merchant access to the Wallet only on condition that the Merchant complies with the Terms of Use and the Technical Conditions of the Wallet.
   2. Only Merchants are allowed to install and use the Wallet. The Merchant undertakes to use the Wallet only for its intended purpose.
   3. The Parties undertake to notify the other Party as soon as possible of any circumstances that have caused or may cause damage to the Parties’ software or may hinder the fulfilment of the Terms of Use, as well as circumstances that may be necessary for the secure operation, maintenance or elimination of a malfunction of the Parties’ technical solutions and systems.

4. SECURITY REQUIREMENTS

   1. The Merchant is obliged to keep the Wallet Key carefully and in secret, and to do everything necessary (implement adequate regulatory, physical, and electronic security measures) to ensure its security, including limiting access only to authorised persons.
   2. The Merchant shall immediately notify the Bank of the loss, theft or any other incident that has led or may lead to the Wallet Key becoming known to an unauthorised third party.
   3. If the Bank receives a notice in accordance with clause 4.2 of the Terms of Use, the Bank shall take all measures to prevent the use of the Wallet Key (e.g. block the Wallet Key).
   4. When the Wallet Key is blocked, it is not possible to use the Wallet.

5. LIABILITY

   1. LHV Wallet is offered on an ‘as is’ and ‘as available’ basis. The Bank does not ensure or guarantee that LHV Wallet is compatible with any hardware and software used by the Merchant, is always available, operates at any time without interruption, is secure or free from errors, meets the wishes and needs of any Merchant, or is free from interference or other intrusions that reduce security. The Bank is not liable for any failure or interruption of LHV Wallet.
   2. The Parties shall be liable for the performance of their obligations to the extent provided for by law, subject to the exceptions set out in the General Conditions and the Terms of Use.
   3. The Bank shall not be liable for any damage caused by the failure or inadequate functioning of the Merchant’s computer systems or other systems, software or equipment, communication systems or systems used by a third party or under the Merchant’s control.
   4. The Bank shall not be liable for the goods sold or services rendered by the Merchant and shall not resolve any disputes between the Merchant and their client.
   5. Liability for improper performance of the obligations stipulated in the Terms of Use is limited to direct damage caused to a Party, unless the breach was intentional or caused by gross negligence. In no case shall the Bank be liable for loss of profit or reputational damage incurred by the Merchant.
   6. If a third party files a claim against the Bank in accordance with applicable legislation, rules or the Terms of Use, and such a claim is caused or related to a breach of the Terms of Use by the Merchant, the Merchant shall indemnify the Bank for any such claims in accordance with a claim submitted by the Bank.
   7. The Merchant shall not waive or otherwise transfer the rights arising from the Terms of Use.

6. RESTRICTION OF THE USE OF WALLET

   1. The Bank has the right to suspend the provision of Wallet, in part or in full, on their own initiative, without prior notice. Partial or total suspension of the Wallet is allowed in the following cases:
      1. the Merchant breaches the Terms of Use;
      2. the Bank has a reasonable suspicion that the suspension of the use of the Wallet is necessary to prevent illegal activities, to protect the interests of the payer of the Wallet or for security reasons;
      3. there are other grounds, arising from the General Conditions, applicable legislation or agreements between the Parties.
   2. At the Bank’s request, the Merchant shall provide explanations concerning the circumstances on which the right specified in clause 6.1 is exercised and, at the Bank’s request, to the extent necessary, change the manner of use of the Wallet and other related activities.
   3. If the Bank exercises a right specified in clause 6.1, the Bank’s obligation to perform its obligations under the Terms of Use shall be deemed suspended in the relevant respect.
   4. If the Wallet provision has been suspended under clause 6.1 and the Merchant eliminates the circumstances serving as the basis for the respective restriction or the Bank has had the opportunity to ascertain in any other way that the said circumstances have ceased to exist, the Bank shall have the right (but not an obligation) to end the application of restrictions. The Bank shall inform the Merchant of ending the application of any restrictions.

7. LICENSE

   1. Upon acceptance of the User Terms, the Bank grants the Merchant a non-exclusive right (simple license) to use the Wallet. The Bank reserves the right to change and supplement the Wallet at any time.
   2. All copyrights and any other software-related intellectual property rights belong and remain the property of the Bank and/or its cooperation partners. The merchant is obliged to immediately notify the Bank of any infringement of the Wallet's intellectual property rights.
   3. The merchant may not modify, decompile, sell or redistribute LHV Wallet without the prior written consent of LHV.

8. OTHER TERMS AND CONDITIONS

   1. The Bank has the right to amend the Terms of Use in accordance with the procedure set out in the General Conditions.
   2. The Parties shall treat information that has become known about the other Party (including, but not limited to, technical data, business secrets, security) in connection with the use of the Wallet as confidential. Publication of the above information shall be permitted in the instances and to the extent stipulated by legislation and the General Conditions. The obligation of confidentiality does not apply to the disclosure of information to a person who, on behalf of the Bank, performs the Bank’s obligations and duties under the Agreement.
   3. The Merchant is obliged to keep secret all information about Transactions and payers that has become known to them in connection with the use of the Wallet and shall take adequate measures for the secure storage of such data.
   4. The Merchant shall be prohibited from using the data specified in clause 8.2 for any purpose other than the intended use of the Wallet.
   5. The Bank may transfer their obligations arising from the Terms of Use to any of their Third Parties without the Merchant’s consent.
   6. Any disputes between the Parties shall be settled in accordance with the procedure set out in the General Conditions.