VERIFICATION OF PAYEE (VOP) – TERMS AND CONDITIONS

These Verification of Payee (“VoP”) Terms and Conditions (the “Terms”) govern the use of the VoP functionality made available by UAB Nandi Finance (“NandiPay”, “we”, “us”, or “our”) in connection with SEPA Credit Transfers (“SCT”). These Terms form part of and supplement the NandiPay Legal Terms and any framework agreement for payment services between you and NandiPay (collectively, the “Agreement”). Capitalized terms not defined herein have the meanings given in the Agreement.

TABLE OF CONTENTS

PURPOSE AND SCOPE
DEFINITIONS
PRECONDITIONS AND USE
VOP OUTCOMES AND REQUIRED ACTIONS
ALLOCATION OF RISK AND RESPONSIBILITY
YOUR WARRANTIES AND UNDERTAKINGS
SERVICE AVAILABILITY AND PERFORMANCE
DATA PROTECTION AND CONFIDENTIALITY
SEPA PAYMENTS SPECIFICS
LIABILITY AND LIMITATIONS
COMPLAINTS AND DISPUTE RESOLUTION
GOVERNING LAW AND MANDATORY RULES
CHANGES TO VOP AND TO THESE TERMS
RELATIONSHIP WITH REFUNDS, CHARGEBACKS AND RECOVERY
RECORDS, EVIDENCE AND AUDIT TRAIL
NOTICES AND ACKNOWLEDGEMENTS PRESENTED IN CHANNEL
SPECIFIC PROVISIONS FOR CORPORATE USERS
SEVERABILITY; NO WAIVER
ENTIRE AGREEMENT
ENTRY INTO FORCE

PURPOSE AND SCOPE
1. VoP is a pre-payment name-checking service that allows you, as payer, to request a verification whether the name and/or unique identifier of an intended payee corresponds to the International Bank Account Number (IBAN) to which a payment is to be sent.
2. VoP is offered for SCT payments within the Single Euro Payments Area (SEPA). It may be accessible via NandiPay’s internet and mobile channels, via our partner/API interfaces, and/or via back-office channels, as enabled by NandiPay from time to time.
3. VoP is a preventative measure intended to reduce misdirection and fraud. It does not constitute a guarantee that the payee is genuine, solvent, or entitled to the funds, nor does it replace your duty to exercise due care when making payments.
DEFINITIONS
1. “Beneficiary” or “Payee” means the person or entity identified to receive funds under your payment instruction.
2. “Match” means the VoP response indicates the name (and where applicable a unique identifier) corresponds to the IBAN provided.
3. “Close Match” means the VoP response indicates a similarity (e.g., orthographic, transliteration or abbreviation variance) and may present a suggested/registered name.
4. “No Match” means the VoP response indicates that the provided name (and/or identifier) does not correspond to the IBAN.
5. “Verification Not Possible” means the VoP service cannot return a conclusive response (e.g., temporary service unavailability or missing reference data).
6. “VoP Reference” means the unique identifier of a VoP request/response which may be linked to a payment instruction.
PRECONDITIONS AND USE
1. VoP is mandatory for all payment initiations within SCT. You must perform a VoP check before authorizing a payment, and where applicable, include the VoP Reference in your payment instruction. No payment may be initiated without a VoP check.
2. Where NandiPay’s channels perform VoP automatically, you will be shown the VoP outcome prior to authorization and, where relevant, you may be prompted to accept additional warnings and acknowledgements.
3. If you choose to proceed despite a warning (e.g., No Match or Close Match outcome), you acknowledge that you, as payment initiator, carry full responsibility and risk if the beneficiary information provided by you is incorrect or untrue.
VOP OUTCOMES AND REQUIRED ACTIONS
1. Match. You may proceed after ensuring that the beneficiary details in the payment instruction conform to the verified details.
2. Close Match. You should review any suggested registered name and ensure that the beneficiary details are corrected prior to proceeding.
3. No Match. You must not proceed unless you affirmatively (i) acknowledge the discrepancy, (ii) understand the associated risks, and (iii) accept full responsibility for any loss arising from proceeding notwithstanding the mismatch.
4. Verification Not Possible. You should retry a VoP check. If you elect to proceed without a conclusive verification, clause 5 applies.
5. NandiPay may reject a payment if the beneficiary details in your instruction are inconsistent with the VoP outcome and you have not provided the requisite acknowledgements.
ALLOCATION OF RISK AND RESPONSIBILITY
1. Authorized Push Payments with Mismatch. Where (a) VoP returns No Match or Verification Not Possible, and (b) you nevertheless authorize the payment after being presented with the outcome and required warnings, you assume full responsibility for the consequences of the payment, including (without limitation) misdirection, inability to recover funds, and any resulting loss. In such case, you shall have no claim against NandiPay on the basis that the payment was sent to an incorrect payee. This allocation of responsibility is consistent with EPC scheme rules.
2. Authorized Push Payments with Match/Close Match. A Match or Close Match does not transfer risk to NandiPay and does not constitute a guarantee that the payee is the person intended by you or that the payment will achieve its purpose. You remain responsible for verifying the legitimacy of the payee and the transaction context.
3. Statutory Protections. Nothing in these Terms limits rights and remedies applicable to unauthorized payment transactions or incorrectly executed transactions under mandatory law, including the Law of the Republic of Lithuania on Payments.
YOUR WARRANTIES AND UNDERTAKINGS
1. You warrant that all information you provide for VoP and payment initiation is true, accurate and complete.
2. You undertake to exercise due care when relying on VoP results, to read and follow warnings displayed by NandiPay, and to refrain from proceeding where VoP indicates No Match unless you knowingly accept the risks.
3. You undertake not to misuse VoP, including by attempting to obtain personal data about a third party beyond what is revealed by the service.
SERVICE AVAILABILITY AND PERFORMANCE
1. NandiPay will use reasonable endeavors to make VoP available on a 24/7 basis and to process checks promptly. However, VoP may be subject to planned or unplanned downtime, rate‑limits, third‑party network constraints or central infrastructure limitations.
2. VoP may be provided without a separate fee to you. Where applicable fees apply, these will be disclosed in NandiPay’s price list.
DATA PROTECTION AND CONFIDENTIALITY
1. In providing VoP, NandiPay may process the beneficiary’s name and IBAN and, where applicable, a unique identifier (e.g., company code/LEI) necessary to perform the verification. Such processing is conducted for the purposes of compliance with legal obligations under EU and Lithuanian payments legislation, and/or the performance of a task carried out in the public interest, including fraud prevention and error reduction.
2. VoP results and related logs (including VoP References and your acknowledgements) may be retained for audit, compliance and dispute resolution purposes for a limited period consistent with our retention policy and applicable law.
3. NandiPay will not disclose VoP information except to the extent necessary to execute the verification with the relevant payment service provider(s), central infrastructure or as required by law.
4. For information on how NandiPay processes personal data and your rights under the General Data Protection Regulation (GDPR) and Lithuanian data protection law, please refer to our Privacy Notice. The supervisory authority in Lithuania is the State Data Protection Inspectorate.
SEPA PAYMENTS SPECIFICS
1. VoP is designed for SCT payments. The VoP check is performed prior to authorisation of the payment.
2. Where the applicable scheme or regulation mandates provision of VoP, NandiPay will implement such mandatary features in accordance with regulatory timelines and scheme rulebooks.
LIABILITY AND LIMITATIONS
1. To the maximum extent permitted by law, NandiPay shall not be liable for any loss, damage, cost or expense arising from (i) your decision to proceed with a payment following a No Match or Verification Not Possible outcome; (ii) your failure to act on a Close Match suggestion; (iii) the accuracy or completeness of third‑party data used for verification; (iv) events beyond NandiPay’s reasonable control.
2. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under mandatory law, including liability for gross negligence, willful misconduct or for death or personal injury caused by negligence.
COMPLAINTS AND DISPUTE RESOLUTION
1. Contact Us First. If you have a complaint regarding VoP or a related payment, please contact NandiPay using the channels set out on our Legal page. We will acknowledge your complaint promptly and provide a final response within 30 business days of receipt (or within 60 business days where an extension is permitted by law, with interim notice provided).
2. Out‑of‑Court Dispute Resolution (Consumers). If you are a consumer and are not satisfied with our response, you may apply to the Bank of Lithuania for out‑of‑court settlement of disputes between consumers and financial market participants. The procedure is free of charge for consumers. Details on how to file are available on the Bank of Lithuania website.
3. Jurisdiction. Subject to clause 11.2 and mandatory consumer venue rights under EU law, disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of the Republic of Lithuania, with the competent courts of Vilnius city having territorial jurisdiction. For consumers residing in another EU Member State, you may also bring proceedings to your country of residence.
GOVERNING LAW AND MANDATORY RULES
1. These Terms, and any non‑contractual obligations arising out of or in connection with them, are governed by the laws of the Republic of Lithuania.
2. These Terms shall be interpreted and applied in accordance with: (i) the Law of the Republic of Lithuania on Payments; (ii) Regulation (EU) No 260/2012 (SEPA Regulation) as amended, including rules relating to instant credit transfers; (iii) Directive (EU) 2015/2366 (PSD2) as transposed into Lithuanian law; (iv) applicable European Payments Council scheme rulebooks (SCT and SCT Inst; and where applicable the Verification of Payee scheme); and (v) the Lithuanian Civil Code provisions governing civil liability and contracts.
CHANGES TO VOP AND TO THESE TERMS
1. We may amend these Terms to reflect legal, regulatory or scheme changes, security or operational considerations, or improvements to VoP. We will notify you of material changes via our channels or as otherwise provided in the Agreement.
2. Continued use of VoP after the effective date of an amendment constitutes acceptance of the amended Terms.
RELATIONSHIP WITH REFUNDS, CHARGEBACKS AND RECOVERY
1. Credit transfers executed after your authorization are not subject to a right of refund on the ground of VoP mismatch or payee error. Where feasible, we may assist on a best‑efforts basis in sending a recall message to the beneficiary’s PSP; success is not guaranteed, and such recovery is contingent on the cooperation of the beneficiary and the beneficiary’s PSP.
2. Chargeback rights do not apply to credit transfers. You acknowledge that once a payment has been executed, the only potential recovery mechanism is voluntary cooperation of the beneficiary and/or their PSP.
3. NandiPay has no obligation to pursue recovery of funds beyond reasonable efforts consistent with applicable scheme rules and regulatory obligations. Any assistance provided by NandiPay is strictly without prejudice to the allocation of responsibility established in these Terms.
4. Fees may be charged for processing recalls or recovery requests, as disclosed in NandiPay’s fee schedule.
RECORDS, EVIDENCE AND AUDIT TRAIL
1. NandiPay maintains records of VoP requests, responses, acknowledgements and related payment references for evidentiary purposes. The VoP Reference associated with a payment is immutable once linked.
2. You agree that such records (including electronic logs) constitute prima facie evidence of the VoP outcome and of your acknowledgements and authorizations.
3. Records may be used in regulatory audits, dispute resolution, and to demonstrate compliance with Lithuanian and EU payment services legislation.
NOTICES AND ACKNOWLEDGEMENTS PRESENTED IN CHANNEL
1. Where VoP returns No Match or Verification Not Possible, NandiPay will present a clear warning and a mandatory acknowledgement (e.g., a checkbox or equivalent) indicating that you knowingly assume the risk of proceeding. By completing the acknowledgement, you expressly accept clause 5 of these Terms.
2. For Close Match outcomes, NandiPay may display the registered name associated with the IBAN to help you correct the beneficiary details. You agree to review and, where appropriate, adopt the suggested details before authorizing the payment.
SPECIFIC PROVISIONS FOR CORPORATE USERS
1. Corporate clients integrating via API shall ensure that VoP checks are performed before payment initiation and that the VoP Reference and, if applicable, an explicit mismatch acceptance parameter are included in each payment call as required by NandiPay’s API specifications.
2. Corporate clients remain responsible for configuring internal workflows to prevent unauthorized or negligent overrides of VoP warnings. 17.3. Corporate clients agree to indemnify NandiPay against claims, losses or damages arising from their employees’ or agents’ failure to follow required VoP protocols.
SEVERABILITY; NO WAIVER
1. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
2. No failure or delay by NandiPay in exercising any right shall operate as a waiver of that right.
3. Any waiver must be given expressly in writing by an authorized representative of NandiPay.
ENTIRE AGREEMENT
1. These Terms constitute the entire agreement between you and NandiPay in respect of the use of VoP, and supersede any prior understandings or agreements, whether oral or written, relating to the subject matter hereof.
2. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail with respect to the use of VoP.
ENTRY INTO FORCE
1. These Terms enter into force as of the date indicated at the top of the document and remain effective until amended or replaced by NandiPay.
2. Continued use of VoP constitutes your acceptance of the current version of these Terms.

Acknowledgement

By using VoP and authorizing a payment following a No Match or Verification Not Possible outcome, you confirm that you have read and understood these Terms and accept the allocation of risk described herein.