General Business Terms - EN




General business terms

I. Introduction
  1. General business terms of the company Mortons s.r.o., IČ 045 88 649, with its registered office at tř. T. G. Masaryka 1108, Frýdek, 738 01 Frýdek-Místek, Czech Republic, registered in the Commercial Register by the Regional court in Ostrava, section C, insert 64271, e-mail: info@mortons.cz, website www.mortons.cz (hereinafter referred to as “Mortons”), issued under Section 1751 et seq. of Act No. 89/2012 Coll., Civil code, as amended (hereinafter referred to as “GBT”). GBT regulate basic terms and conditions according to Mortons provides its Clients services concerning payment transactions (hereinafter referred to as “services”)
  2. Mortons is entitled to provide payment services referred to in Section 3 article 1 c) of Act. No. 370/2017 Coll, on Payments, as amended (hereinafter referred to as ”PSA”), pursuant to a license for small scale payment service provider issued by Czech national bank from the date 1.10.2015, reference number 2015/107129/CNB/570.
  3.  Mortons provides its Clients only payment services for which it was authorized. For payment services are considered services, which include the transfer of funds from a payment account initiated by a payment order given by the payer, the payee, or the payer through the payee, unless the provider provides the transferred funds to the user as a credit. Mortons does not provide its fund to the Clients as a credit. Mortons is not entitled to provide payment services other than referred in Section 3 article 1 c) PSA.
  4.  Mortons provides services to the Client based on a Framework Contract and subsequently partial Contracts (collectively hereinafter referred as “Contract”) concluded between Mortons and the Client, and in accordance with these GBT, which are an integral part of Contract. In the event of any discrepancy between the provisions in Contract and provisions in GBT, the provisions in Contract shall prevail.
  5.  The Client declares that Client was informed by Mortons of the content of the Contract, GBT and price list, data on Mortons, basic information about provided services or any other important information regarding conditions of services provision (hereinafter referred as “important information”) before being provided the service.
  6.  The Client agrees to be informed of any change of the important information or about any change through e-mail communication.  The Client and Mortons have agreed on e-mail communication as the regular way of communication and transmitting information related to the Contract. The Mortons will communicate with the Client via e-mail address given by the Client.
II. Definition of terms
  1. For purposes GBT and the Contract, the following is defined:
    a) Client – natural or legal entity which entered into a Contract with Mortons, based on which services are provided.
    b) Contract – Framework Contract with partial Contracts and GBT, pricelist
    c) Service – payment service according to Section 3, article 1 c) PSA; Mortons is entitled to provide such a service based on a licence of the Czech National Bank.
    d) Transaction, spot transaction - firmly agreed foreign currency transactions; during this transaction, funds are bought or sold in one currency for a certain amount of funds in another currency, at the exchange rate applicable on the financial market at the time of the transaction (spot currency). Mortons settles the transaction within the one working day after the transaction was agreed at the latest.
    e) Exchange rate – value for which Mortons offers sale or purchase of foreign currency.
    f) Day of settlement of a transaction – working day when pecuniary means should be paid in agreed currencies.
    g) Confirmation – confirmation of a transaction between the Client and Mortons
    h) Certificate of settlement of a transaction - confirmation of settlement of a transaction agreed between the Client and Mortons.
    i) Account management – Mortons manages Client’s account and enables him to use it as an account provider.
    j) Working day – day when banks in the Czech Republic are open; a system of payments can be made among such banks
    k) PSA – Act no. 370/2017 Coll., on Payments.
III. Framework Contract
  1. Framework Contract may be concluded personally or remotely.
  2.  In case of concluding the Framework Contract remotely, the Framework Contract is concluded if the signed Framework Contract in pdf. format including other requested documents is delivered to e-mail address (info@mortons.cz). In addition to the delivery of the signed Framework Contract, the conclusion of the Framework Contract is conditioned by the fulfilment of the following conditions:
    a) The Client is acquainted with the text of the Framework Contract, GBT and the price list
    b) Client fills in all the details requested in the Framework Contract, signs the Framework Contract and sends it to the e-mail address together with a copy of the Client's identity and copy and a copy of one other supporting document so that Client’s identifications data are possible to read same as type and identity card number, the state or the authority that issued it, validity and a date of expiration. The document must also include a photography in the quality which allows a verification of face. Relevant information have to be easily read and ensure the possibility of preservation, and must include a copy of the representation of the identified individuals in identity card in such a quality as to enable the conformity of the form to be verified (eg identity card, driving license, firearms license, passport).
    c) The Client shall send a control payment to the Mortons account, which shall be made from an account held in the Client's name with a credit institution or foreign credit institution operating in the Member State of the European Union or the European Economic Area, and proof of the account will be provided to Mortons. Parameters of control payments Mortons Client communicate via e-mail upon receipt of the Framework Contract and the documents referred to in section 2 point.
    b) this clause and will set a period to do so.
    d) Mortons has no doubt about the real identity of the Client and will inform the Client of the moment of conclusion the
    Framework Contract.
    e) Based on the concluded Framework Contract, Mortons maintains the Client’s account and enables its use based on partial
    Contracts.
IV. Partial Contracts and making a deal per telephone or under Client’s electronic directions
  1. The subject matter of partial Contracts is providing services for a Client according to the current offer and price list. The services are cashless transactions and transactions with foreign currencies according to the Client’s instructions and under the conditions stated in Framework Contract and partial Contracts. The exact price for a specific service will always be communicated to the Client before a conclusion of the partial Contract and must be approved by the Client before conclusion of the partial Contract.
  2. Conclusion of partial Contracts with specific trade will be agreed on either by telephone using phone numbers stated by Mortons or electronically via e-mail. One or more transactions can be arranged in one telephone call. Electronic order must always have the same and clear parameters as the order via telephone.
  3.  Procedure of conclusions of the partial Contract:
    a) Clients calls or writes an e-mail to Mortons and announces the parameters of the transaction.
    b) If applicable, Mortons offers the Client the exchange rate.
    c) The Client accepts the offered exchange rate or rejects it unambiguously, clearly and unquestionably.
    d) If the Client accepts the exchange rate, Mortons will repeat the exchange rate. Acceptance of the exchange rate by the Client means the conclusion of the trade.
    e) Each partial Contract is concluded after the Client gives Mortons an instruction to perform the payment service, Mortons accepts and processes this instruction.
  4.  Mortons is not responsible for the cases where it is not possible to use the process of conclusions partial Contract, described in article IV. these GBT, for the reasons beyond Morton’s control.
  5.  After arranging a transaction by telephone or via e-mail, Mortons is obliged to issue a confirmation to the Client and send it to the Client by e-mail. Payment transaction or a trade is considered closed and binding for both parties in the moment of telephone or electronic contract based on GBT and Framework Contract. A confirmation of the payment transaction is only a confirmation of the fact that partial Contractual relationship was established, and the payment transaction took place under conditions agreed via telephone or e-mail.
  6.  Mortons and Client have agreed that Mortons is not entitled to dispose of the funds paid by the Client under this Contract other than in a manner that leads to the provision of payment services under the Contract.
  7.  Mortons issues and sends to the Client immediately a confirmation of the settlement of the agreed payment transaction. Upon request, Mortons issues a monthly statement of payment transactions for the Client. This statement contains all
    agreed payment transactions for the given month.
  8.  Mortons and Client undertake to cooperate as much as possible and to fulfill all their obligations without undue delay so that each payment transaction is settled properly and within the deadlines agreed upon when confirming the payment
    transaction.
  9.  If the payment transaction is not executed for any reason, Mortons is obligated to inform the Client about this fact and settle with the Client already incurred liabilities from this unrealized payment transaction.
  10. The Client guarantees the correctness of the data stated during giving a payment order.
  11.  All orders entered and approved which are accepted during the period close to the end of working hours are considered accepted at the beginning of working hours of the following working day.
  12.  The Client is obligated to pay his liabilities immediately according to instructions mentioned in the confirmation of a payment transaction. If the Client doesn’t pay pecuniary means of Mortons according to arrangements mentioned in the confirmation, Mortons is entitled torequest the Client to pay a Contractual penalty of 2% of the amount defined for exchange according to the confirmation of a payment transaction and compensation of loss incurred from the concluded transaction, mainly a possible negative difference of an exchange rate incurred since the day of a transaction. This receivable of Mortons from a Contractual penalty is due on the day when the agreed payment transaction was to be made, and it is possible to set off unilaterally by Mortons against any receivable from Mortons by the Client.
  13.  By performing the service, the partial Contract expires with its fulfilment.
V. Opening and administration of account
  1. Based on the Framework Contract Mortons will create an account for the Client, through which the individual services (Partial Contracts) will be realized (hereinafter referred to as “Account”).
  2. Client is entitled to apply for more Accounts.
  3. The Client is entitled to use the Accounts for following transactions:
    a) Receipt of payment to the Account
    b) Conversion on the Client’s instruction
    c) Payment deduction in favour of a recipient under the Client’s instructions
    d) Fees for provided services
    e) Payments and direct debits from/to abroad
VI. Settlement period, information, obligation
  1. The transaction will be settled without undue delay upon receipt of funds intended for a payment transaction from the Client to the Client's payment account maintained by Mortons, if there are not enough Client's funds to execute the transaction on the Client's payment account. The Client undertakes to pay the obligation from the transaction if there are not enough means of payment on the Client's payment account for the execution of the transaction, no later than the next working day (D + 1) after the transaction has been agreed. If the Client fails to fulfill this obligation, Mortons is entitled to withdraw from the transaction. After the Client pays his obligation from the payment transaction to Mortons, Mortons is obliged to enter the payment order to execute the requested transaction without undue delay so that it is executed within the deadlines set by PSA, the maximum being D + 1. This period may be extended to the Client, if he does not have sufficient coverage in his bank account to execute the entered order, or if the Client has not notified Mortons of all the necessary parameters of his payment order. Mortons meets an information obligation arising from provisions of PSA towards Clients via email messages sent to Clients to their email addresses on file of Mortons. Information is sent within the end of next working day after settlement of a transaction at the latest.
  2.  Mortons fulfills the information obligation arising from the provisions of PSA towards the Client by means of e-mail messages sent to the Client's e-mail address registered with Mortons. The information is sent no later than the end of the next working day after the settlement of the transaction.
  3.  The Client is obliged to inform Mortons about the data on the theft of access rights (profile) enabling payment transactions through Mortons, or about any unauthorized transactions immediately after such discovery. Notifications can be made by telephone; in case the finding occurred during working hours, it is possible to use the e-mail address (info@mortons.cz). After Mortons receives the information, the Client's payment account will be blocked. As any loss, theft or unauthorized use of access rights has taken place on Mortons' behalf, Mortons is liable for the abuse.
  4.  Mortons is liable for the damage that it has demonstrably caused to the Client by violating its obligations arising from the Contract, these GBT and legal regulations.
  5.  Mortons shall not be liable for damages incurred by the Client or other persons as a result of a breach of the Client's obligations under the Contract or under law or for any other reason, through the fault of another person, as a result of Mortons' liability or beyond its control.
  6.  The Client declares that he is aware of the risks in the provision of payment services, in particular, the market and credit risks of the financial market and acknowledges this risk. The Provider is not liable to the Client for any damage incurred by the Client as a result of these risks or as a result of circumstances beyond the sphere of influence of Mortons (force majeure).
  7.  Mortons is not liable for damage incurred by the Client or other persons as a result of non-acceptance of a payment order or inability to execute or execute a payment order for reasons (a) specified in these GBT, (b) erroneous, incomplete or false information in the order, (c) erroneous information, which the Client states when communicating with Mortons, (d) the conduct of persons authorized to place orders on behalf of the Client, which is in conflict with the Client's instruction (interests), the Contract, the GBT or legal or other regulations.
  8. The Client bears the loss from unauthorized payment transactions up to the amount corresponding to EUR 50, if this loss was caused using a lost or stolen payment instrument, or by misuse of the payment instrument. The Client bears the loss from unauthorized payment transactions in full, if he caused this loss by his fraudulent actions or by intentionally or through gross negligence violating any of his obligations specified in the PSA.
  9. The Client is also obliged to immediately inform Mortons via e-mail (info@mortons.cz) about incorrectly executed payment transactions.
  10. In the event of incorrect execution of the Client's payment order by Mortons, Mortons is obliged to restore the balance of the Client's payment account to the state before the error occurred. Mortons restores the payment account to the condition it would be in if the defective payment transaction had not taken place. A complaint can be made within three months of the error. In case of suspicion of unauthorized or fraudulent use of the payment instrument via e-mail communication or publication of information on the Internet, Mortons inform the Client.
  11.  Clients' funds do not bear interest.
  12.  Mortons receives and handles the Client's complaints and grievances in accordance with the Complaints Procedure, which is available on the company's website: www.mortons.cz.
  13.  The Client has a possibility to appeal with his complaint of the way of services providing to a supervisory authority of Mortons, the Czech National Bank, registered office in Na Příkopě 28, Praha 1, www.cnb.cz.
  14. The Client has a possibility to appeal with his complaint of the way of providing payment services to a financial arbiter, registered office in Legerova 1581/69, 110 00 Praha 1, www.finarbitr.cz.The financial arbiter is entitled to extrajudicial settlement of arguments of the Contracting parties, related to payment services.
  15.  The funds entrusted to Mortons for the purposes of the payment transaction are kept separate from Mortons own funds and from the funds of other persons, except for the Clients' funds. Clients' funds are not part of the assets of the bankruptcy estate. If a decision on the bankruptcy of Mortons has been issued, the special insolvency administrator is obliged to provide the Client with the funds entrusted to Mortons for the execution of the payment transaction.
VII. Information in Contracts for the financial services concluded remotely
  1. The provisions of this Article shall apply only if the customer is a consumer under the Act No. 89/2012 Coll., The Civil Code (hereinafter referred to as "CC").
  2.  If Mortons enters into a Contract for financial services using distance communication that allow the conclusion of a Contract without the simultaneous physical presence of the Mortons representative and the Client, Mortons is obliged to comply with the obligations under Section 1841 et seq. CC.
  3.  Remote communication for individual negotiation will be used only if the Client has not rejected their use. Remote communications are, in particular, e-mail messages, data mailboxes, phone calls and letter postal services.
  4.  The Client has the right to withdraw from a financial services Contract concluded at a distance without giving a reason and without penalty within 14 days from the date of concluding the Contract.
  5.  The Client has no right to withdraw from the provided financial services, the price of which depends on the movement of prices on the financial markets, which Mortons cannot influence, such as currency conversion services. The right to withdraw from the Contract does not apply to Contracts that have been fully settled by both parties at the Client's request (according to the instructions) before the Client's right to withdraw from the Contract.
  6.  The Client shall exercise his / her right of withdrawal by communicating in a provable form to the address of Mortons or to the address communicated to him / her in communication with Mortons; the period for the exercise of the right of withdrawal shall be maintained if the notice has been sent in writing before the expiry of that period. If a Client withdraws from a distance-based financial service Contract, Mortons may demand payment of the price only for the service actually provided (proportional). However, Mortons will not demand payment for the provided service if it commenced performing the distance Contract before the expiration of the withdrawal period without the Client's consent or if the Client did not inform the price under the previous sentence.
  7.  The use of distance communication means does not affect the level of the final price of services.
  8.  A Contract with Mortons may be terminated by agreement or termination by any of the parties, unless otherwise agreed individually with the Client.
  9.  The Client has the right at any time during the duration of the Contractual Relationship to receive any requested part of the Contractual documentation or other documents in electronic or paper form. The Client has the right to change the way of distance communication, unless this is inconsistent with the nature of the services provided and the concluded Contract.
  10.  Financial Services Contracts and any disputes arising therefrom are governed by Czech law. In order to resolve any disputes, the Czech District or Regional Courts are competent to locate the place of residence of the defendant.
VIII. General and final provisions
  1. Mortons is entitled to reject providing of a certain service, in particular making a deal of transaction, if the Contracting parties don’t agree upon all terms of its providing or if the Client doesn’t provide Mortons properly and on time with all information and documents necessary for proper providing of a service or if it is stipulated by legislation.
  2. Withdrawal of a trade or payment order on the Client's initiative must be handed over to Mortons in person or sent in writing by email to info@mortons.cz. An appeal cannot be made after the moment of receipt of the payment order, resp. by telephone.
  3. The Client by signing the Framework Contract hereby declares and agrees that Mortons handed the wording of the Framework contract and the GBT well in advance of the signing of the Framework Contract to satisfy the obligation to provide the Client with information pursuant to Section 132 et seq. PSA and other pre-contractual information provided by law.
  4. Mortons isn’t obligated to accept a document if Mortons doubts about its originality, completeness or accuracy and considers it as necessary for proper providing of a required service and in such a case Mortons is entitled to ask the Client to provide further information and documents which Mortons considers as necessary to prove originality, completeness or accuracy of the information or document in question.
  5. Mortons is entitled to require verification of Client’s signature on all contractual documents or documents for transactions.
  6. Contracting parties shall make only such transactions and realize such Client’s requests which are complete, correct, definite, understandable and made in compliance with terms set by the Contract, GBT and PSA.
  7. The Client is not entitled to assign, pledge or record receivables from Mortons in any other way.
  8. Non-usage of any right arising from this Contract or transaction or default in utilization of such a right by any Contracting party won’t be interpreted as a waiver of such a right.
  9. Mortons is entitled to demand the provision of adequate security or additional security for its receivables from the Client even at the time of providing the service. If such collateral or additional collateral is not provided, it is considered a material breach of the Contract by the Client and in this case Mortons has the right to terminate the provision of any service, in particular, to withdraw from the transaction or the Contract.
  10. All communication between Mortons and the Client is in English language, Czech language or if agreed with Mortons, in other language. In the selected language, the Contract, GBT and other important information will be provided to the Client.
  11. Mortons is entitled to withhold taxes from payments under the Contract in accordance with applicable law. If the Client is affected by double taxation agreements, the Client is obliged to notify Mortons of this fact when negotiating the transaction.
  12. Persons who were authorized by the Client in the Contract are entitled to make transactions, use other services set by the Contract and sign confirmations on Client’s behalf and at his expense and within the scope and in the way mentioned in the Contract. These persons are entitled to act individually if not agreed otherwise. These persons are not entitled to change, supplement or cancel the Contract, unless they are entitled to it based on a special power of attorney granted by the Client.
  13. If the Client doesn’t contradict any data mentioned in documents of Mortons without undue delay after their receipt, it is considered that the Client agrees with all data mentioned in documents.
  14. The payer's request for a refund of an already authorized payment transaction on the initiative of the payee is governed by Section 176 PSA.
  15. If not mentioned expressly otherwise in the Contract or if not agreed between the Contracting parties, it is possible to agree upon providing of a service or to provide a service, mainly to make a transaction, exclusively on working days during the time from 8:30 to 17:00, the time valid in the territory of the Czech Republic. The moment close to the end of working hours is 16:15.
  16. The Client is entitled to obtain from Mortons the content of a Contract and other information mentioned in PSA, based on his written (email) request. After receiving the request, Mortons sends a copy of the Contract, GBT and the Pricelist, eventually other information required by the Client, to Client’s email address without undue delay.
  17. In the event of a market failure or other event which is considered to be force majeure and which affects the performance of the Contract or the transaction already carried out and the conditions of the transaction cannot be met, the parties are obliged to agree in good faith either to terminate the transaction; the return of any performance affected by market disruption or events considered to be force majeure, or the continuation of this transaction under conditions that are possible after the removal of obstacles to force majeure or market failure.
  18. GBT were approved by the General Meeting of Mortons. These GBT are valid and effective since May 7th, 2020