Terms and conditions of UAB Onero
All the terms and conditions described below, as well as the documents to which we refer, are the standard Agreement of the company UAB Onero, which governs the provision of services and must be studied by the Merchant prior to registration on our web resource https://onero.company/. This Agreement is a legal agreement between Merchant and UAB Onero, and is considered by the “parties” or “party” of this Agreement.
The contract comes into force from the moment the Merchant registered on the website of UAB Onero and agreed to these terms and conditions by placing an appropriate mark at the time of registration.
The agreement has full legal force if and until one of the parties terminates it, having previously notified the other party.
2.1. The definitions used in this Agreement have the following meaning:
The UAB Onero website is the official website of the company, which is located at https://onero.company/;
The Merchant website is a website that is managed by the Merchant;
2.2. Allowed to use words used in the singular, which may imply a plural and, conversely, if there is no opposite intention. Words in the "masculine" gender imply feminine, medium, or vice versa. Links to individuals may mean structures and companies, organizations or authorities.
2.3. Any phrase following the words "including", "including", "in particular" and similar expressions should be understood as used only for illustrative purposes and does not limit the meaning of the words that precede it.
3.1. The e-wallet and the payment interface of the resource provide payment transfer from the client to the Merchant. All payments received by the Company from the Merchant’s customers should be transferred to the Merchant’s account immediately after the commission fee due to UAB Onero is removed.
3.2. The amount of funds transferred to the Merchant's account using the services of UAB Onero may differ from the amount transferred by the Merchant's client due to the presence of commissions. The merchant is liable to UAB Onero in an amount equivalent to the full amount of the payment, including commissions, if the receipts have accepted the status of “withdrawn payment” and are canceled for any reason. When a payment is canceled, the UAB Onero resource will write off the amount from the Merchant’s account in which the refund to a third party will be included.
3.3. UAB Onero reserves the right at any time and at its own discretion to block the Merchant’s account (or its individual functions, such as depositing funds, receiving, sending and / or withdrawing funds), if UAB Onero, in its sole discretion, recognizes the Merchant’s transactions :
UAB Onero will take the necessary actions to inform the Merchant of the relevant measures, unless these actions of the Company are prohibited by law or by order of the competent court or other authority.
3.4. The Merchant agrees that the UAB Onero service performs an intermediary function when working with payments, and is neither a seller, nor a dealer, nor an intermediary, nor a supplier, nor a wholesale supplier, nor an agent of goods or services provided by the Merchant. In this regard, we cannot guarantee the quality and legality of any service acquired through UAB Onero and our payment services.
3.5. The Merchant acknowledges that all disputes regarding the quality of products or services purchased using the services of UAB Onero should be resolved solely between the supplier and the recipient of the goods and services. All transaction and transfer obligations are borne exclusively by the Merchant.
UAB Onero does not act and cannot act as a regulator of disputes and conflicts and also cannot adjoin to any side, regardless of the strength of the arguments and statement of facts. For questions related to delivery, quality of services or the quantity of goods used, UAB Onero is also not responsible.
This clause implies the full exemption of the Company from any claims by third parties in terms of products, services, their quality and quantity, and a full reimbursement by UAB Onero of all expenses on behalf of the Merchant for legal protection if the need arises.
4.1. UAB Onero Company undertakes to provide the Merchant and his current and potential customers with the Services specified in this Agreement and described on the UAB Onero website.
4.3. Merchant undertakes to integrate UAB Onero Services into its website and manage them, following the relevant Manuals.
4.4. Merchant undertakes to provide UAB Onero with access to its website for monitoring or automatic search in order to verify information, its accuracy and relationship to the UAB Onero service. The company is not obliged to conduct this search and control. Also, all the above actions by UAB Onero should not be construed as an endorsement of the content posted on the Merchant website.
Further, the Merchant should limit the use of the login to his account to a couple or more IP addresses.
4.5. The merchant has no right to receive money and transfers for the delivery of tobacco products, drugs (regardless of whether they are sold by prescription or not), providing links to illegal downloading of materials, providing illegal services that violate copyrights or any other goods and services prohibited by according to current legislation.
4.6. The merchant is obliged to cooperate with UAB Onero in clarifying any actions that are suspicious of their illegality, fraudulent nature or illegality.
4.7. From the moment the Agreement enters into force, in accordance with regulatory requirements and agreements, the Merchant, if necessary, or at the request of the company undertakes to provide UAB Onero with information about its business, corporate structure, management, employees or its beneficiaries, if it is a trust. The Merchant also undertakes to inform UAB Onero about any changes in the business, product or services that it offers to third parties, if such changes have significant deviations from regulatory requirements. Knowingly, the Merchant protects UAB Onero from any expenses that may be caused by late notification of changes to UAB Onero.
4.8. The Merchant’s policy regarding returns and refunds to customers must be clear and fair.
Information on the procedure for the return and refund should be presented in the "Business Practices" section of the Wallet properties, maintained by the Merchant up to date and reflect all current changes.
5.1. To establish the Reserve, UAB Onero Company has the right to impose restrictions on withdrawal of a certain amount of funds from the Merchant Account or on their use for transferring payments to third parties. This right is reserved for the Company as long as the funds remain in the Merchant Account.
The amount of the reserve is set at any time at the discretion of UAB Onero. In turn, UAB Onero undertakes to notify the Merchants without unreasonable delays about the establishment of the reserve and the amount, as well as about the increase or decrease of the reserve in advance.
5.2. The following factors can affect the establishment of a reserve:
Full termination by the Merchant of a business or a significant part thereof;
5.3. The merchant voluntarily agrees to provide UAB Onero with information on its financial position and activity in the business structure, including the latest financial reports. In addition, the Merchant shall, at its own expense, take all actions to ensure security guarantees, to the extent required by the Company's policy.
At the request of UAB Onero, the Merchant is obliged to replenish the Merchant's Account with the amount set by the Company in order to restore the initial Reserve or ensure an adequate account balance in the event of an unexpected increase in the risk of cancellation of payments received to the Merchant's Account.
If the balance in the Merchant’s account is negative or, for whatever reason, the Merchant must return the funds to the customer to the account, the Merchant shall compensate for the negative balance of his account as soon as possible by making a transfer to the appropriate amount or by making a payment to the appropriate amount UAB Onero's benefit within 7 days of the receipt of a request from the company to perform this operation.
6.1. All tariffs for using the services of UAB Onero are presented on the official website of the company. Unless otherwise indicated, tariffs are published in euros.
6.2. All tariffs are free of value added tax (VAT). If VAT or any other tax is due, UAB Onero will automatically add the tax amount to the payment amount. In this case, the Company undertakes to specify the amount without VAT or other tax, the amount of tax and tax rate and the final cost.
6.3. Any amount that the Merchant must pay is withdrawn from the Merchant account. If the funds in the account are insufficient or the balance is negative, UAB Onero reserves the right and opportunity to issue an invoice to the Merchant for an amount equal to the shortage in the account, taking into account the necessary amount that the Merchant must pay.
6.4. Tariff terms may vary.
6.5. If UAB Onero cannot withdraw an amount equivalent to the tariff or required by the company for any reason from the Merchant's account, UAB Onero issues an invoice to the Merchant for this amount, taking into account all expenses and tariffs. The invoice is subject to mandatory payment within 15 days from the moment the Merchant receives the letter.
UAB Onero may make changes to the Terms of this Agreement. Changes can be either by mutual agreement of the parties, or unilaterally with the Merchant notification in accordance with the following procedure:
UAB Onero Company sends the Merchant notifications about planned changes in the current Agreement (hereinafter referred to as the “Notification of Changes”)
Notification of changes will be sent by letter to the current or last known actual address, or to the Merchant's legal address, or by e-mail to the current email address specified in the settings of the Merchant Account.
The proposed changes automatically take effect one month after the date of the notification of changes, if UAB Onero does not receive a written application from the Merchant indicating the Merchant’s objection to the proposed changes.
In notifications of changes, the Company may specify the time frame for the entry into force of changes.
If UAB Onero has not received an application with indication of objections from the Merchant within the term specified in the Notifications of Changes, it is assumed that the Merchant accepts the proposed changes.
The Merchant has the right to terminate this Agreement at any time before the changes come into force, and the Agreement shall immediately terminate.
8.1. For the duration and solely for the purposes provided for in this Agreement, the parties grant each other a non-exclusive, gratuitous, free of charge, not subject to transfer to another person the right to copy, use and display any logo, trademark, trade name and other intellectual property, owned or provided to another party under a license.
8.2. Except for minor adaptations or changes resulting from use for specific purposes with prior discussion of such by all parties, any use, modification or adaptation of intellectual property is subject to prior written approval by the party providing the intellectual property. Without the prior written consent of the other party, neither party can use the intellectual property belonging to the other party or mention the other party in public messages.
8.3. No clause of the current Agreement, if it is not explicitly stated, does not guarantee and cannot be interpreted as guaranteeing any right, foundation or material interest to any of the parties, unless it is stated directly, in the possession of trademarks, logos, names or other intellectual property provided by one party to the other.
8.4. If one of the parties uses intellectual property belonging to the other party, each party undertakes to follow the instructions provided by the other party, taking into account the purpose of using intellectual property under this Agreement and the legal rules in force in the country where this intellectual property is used. The Merchant undertakes to follow the instructions provided by the relevant payment methods regarding intellectual property belonging to payment methods or provided to payment methods under licenses. Use of the aforementioned intellectual property in a manner that damages or may harm a business or brand, the Merchant is not entitled.
9.1. None of the parties to the Contract by virtue of tort, contract or other conditions, including improper performance or breach of duty, shall be liable for direct or indirect damages, or material losses of any kind, including fines awarded in the order of punishment benefit or order, loss of high ratings and a good name or reputation, or not receiving possible theoretical income, as well as losses of third parties (forecasted or unpredictable).
9.2. Taking into account clauses 9.3, 9.4, 9.5 and other provisions expressly excluding the essence of this clause, the aggregate responsibility of the parties by virtue of a contract, delict, undue fulfillment of statutory duties or other conditions related to or following from this Agreement in any period equal to 12 months from the date of entry into force of this Agreement (hereinafter referred to as the “Treaty Year”), is limited to a limit of 10,000 euros or the total amount of commissions received by UAB Onero from the Merchant during the previous Contractual year or, if we are talking about the year, the amount of commissions received by UAB Onero from the Merchant at the current time.
9.3. This Agreement does not have any clause excluding or limiting the liability of the parties:
If the exclusion or limitation of such liability is prohibited by applicable law.
9.4. The limitations of liability described in this section do not apply to any liability for reimbursement under this Agreement - unless explicitly stated otherwise.
9.5. If either party violates clauses 4.3 to 4.8 inclusive, the provisions of section 7 concerning intellectual property:
The limitation of liability is fixed in clauses 9.1. and 9.2 do not apply;
The merchant undertakes to protect UAB Onero from any lawsuits, claims, losses, damages, fines, and third party penalties that may arise in connection with such a violation.
In this case, in the event of guilt on the part of the Company, this wine is taken into account in order to reasonably reduce liability from the Merchant in accordance with this clause.
9.6. UAB Onero is not responsible for:
Technical issues (related to software or internet connection);
For any stop or failure in the payment system, if UAB Onero has reason to assume that they are made fraudulently or without due authority;
For received payment instructions that contain incorrect or incorrectly formatted information;
for unforeseen circumstances that prevent proper performance, despite reasonable precautions taken by UAB Onero.
Such circumstances, in particular, include natural disasters, power outages, fires, floods, theft, equipment breakdown, hacker attacks, internal mechanical or system failures, as well as interruptions in the work of the UAB Onero web site.
10.1. During the entire term of the Agreement and after its termination, each party is entitled to use and reproduce the confidential information of the other party only for the purposes of this Agreement and only to the extent necessary for such purposes, disclosing it only to its employees, consultants and contractors who need to know it. . And it will not disclose the confidential information of the other party to a third party without the prior written approval of the other party.
10.2. Disclosure by one of the parties of the confidential information of the other party is not considered a violation, despite the foregoing, if required by law, a government investigation or a lawsuit.
10.3. Obligations in respect of confidential information do not apply to information that becomes publicly available after the actions of public disclosure or the fault of one of the parties, or was known by one of the parties before receiving the first party from the other party under the terms of the Agreement, which should be documented verified information that directly or indirectly relates to secret information of the second party.
11.1. The data serving party undertakes to process personal data in accordance with regulatory requirements.
11.2. When one party acts as a personal data processor (hereinafter referred to as the Personal Data Processor), processed by the party acting as a personal data controller (hereinafter referred to as the Personal Data Controller), the Personal Data Processor must always follow reasonable instructions relating to the personal data being processed.
11.3. If the Merchant integrates functionality on his website, including an interface for quick registration, as described in the respective Guides, in order to receive payments from new customers of UAB Onero, the Merchant is obliged to receive from these customers consent to the processing and provision of any data to the Company. required for using the quick registration functionality.
12.1. UAB Onero, without contradicting the provisions of the “Terms of Service” on the termination of the Agreement, has the right to immediately terminate the Agreement if:
The merchant declares its bankruptcy or insolvency, enters into a settlement agreement with its creditors, transfers its rights to creditors, or takes similar actions if a bankruptcy trustee is appointed to manage the business or property of Merchant, or the Merchant’s company is liquidated voluntarily (except in cases of reorganization or merger) or forcedly ;
In case of a significant violation by the Merchant of the terms of the current Agreement, if such violation is not eliminated by him within 5 business days after receiving a written notice describing the essence of the violation or confirming its circumstances;
In case of violation or non-compliance by the Merchant of the norms of the current legislation, the competent court or government body.
12.2. The Merchant may, at any time, without giving a reason, terminate this Agreement by notifying UAB Onero beforehand.
12.3. In turn, UAB Onero reserves the right to terminate this Agreement at any time, notifying the Merchant one month prior to the termination of the Agreement.
13.1. The merchant does not have the right to transfer his rights under this Agreement to third parties without the prior written consent of UAB Onero. 13.2. The merchant does not have the right to transfer one or more of its obligations under an existing agreement to third parties without the prior written consent of UAB Onero. Also, UAB Onero has no right to refuse consent to the merchant without any reason.
13.3. Persons who are not parties to the existing Agreement between the Merchant and the UAB Onero Company are not entitled to fulfill or partially accept responsibility for the terms of this Agreement.
13.4. The transfer of rights to third parties is carried out if: - The merchant acquires a company of another Merchant registered in the UAB Onero system, or his business;
Another Merchant, which was registered in the UAB Onero system, buys the Merchant's company or its business;
Merger of the companies listed in the existing Agreement with the company of another Merchant registered in UAB Onero;
The merchant will start cooperation with another Merchant registered in the UAB Onero system.
13.5. According to the notice from UAB Onero, the Merchant is obliged to pay for the services of the company in the amounts stipulated by his current tariff plan or the current plan of another Merchant, or a reasonable combination of his plan and the plan of another Merchant registered in the UAB Onero system.
13.6. UAB Onero sends a notification to the Merchant within one month from the latest of the following events:
Conclusion of a cooperation agreement. If the Merchant did not receive a notification within the aforementioned period of time, the Merchant shall continue to make transfers in accordance with its tariff plan. In this case, the transfer to another plan takes place 30 calendar days after the Merchant receives the notification.
14.1. Relationship of parties
According to the agreement, the Merchant and UAB Onero are independent parties, and not a single clause of the Agreement refers to the impossibility of creating a partnership between them, a joint organization or the establishment of working or agency relations between them. Neither the Merchant nor UAB Onero has the authority to enter into any agreements on behalf of the other party. In this case, the opposite party reserves the right to terminate the contract unilaterally and urgently.
For the payment of taxes to the payments received, the Merchant fully. UAB Onero is not responsible for determining the amount of tax obligations of the Merchant and their payment, as well as for collecting, transferring and paying any taxes arising from transactions.
14.3. Choice of law and courts
This Agreement and any legal relationship between the parties arising from / or related to them must be governed and interpreted in accordance with the laws, regardless of the territory or jurisdiction of the dispute. Each party must unconditionally comply with the non-exclusive jurisdiction of the courts.
14.4. Obligation not to entice employees
The Merchant and UAB Onero are independent contracting parties under this Agreement, and not a single clause of this Agreement indicates the possibility of their establishing a partnership, a joint venture or establishing agency relationships between them. Neither party has the authority to enter into any agreements on behalf of the other.
Any waiver of rights under an existing agreement between the parties will be considered valid if a written agreement is signed on this. Temporary or permanent non-use by the parties of their right should not be interpreted as a waiver of the right and should not prevent the parties from applying their rights in the future.
14.6. Independence of the provisions of the Treaty
If any part of this Agreement will be recognized by a court of competent jurisdiction as invalid, illegal or not enforceable, this part must be separated from the rest of the Agreement, which remains valid and subject to execution to the fullest extent possible, in accordance with the law.
The parties knowingly are obliged to agree to conduct all negotiations within the framework of this Agreement in English. If the negotiations are not in English, this should be excluded from considerations of mutual convenience and does not eliminate the need for English as the main language when communicating with third parties, the court, the executive bodies or as part of future negotiations.
14.8. Completeness of the Agreement
This Agreement represents the agreement concluded between the parties in connection with the subject of the Agreement, in its entirety.
No changes or amendments to this Agreement shall be valid until they are made in writing and signed by authorized representatives of both parties.