Terms and Conditions

This Agreement

• These terms and conditions (together with the other documents incorporated by reference below, the “Agreement”) govern the supply of the Services under this Agreement by Telenor Microfinance Bank Limited (formerly Tameer Microfinance Bank Limited) (“we”, “us”, “our”) to the retailer(s) approved by us under this Agreement (“you”, “your”).
• Your Agreement is made up of:
  • Your Application Form
  • Your Pricing Schedules
  • Your other Schedules, including the Schedules to these terms and conditions
  • The other provisions of these terms and conditions
  • The Code of Conduct
• In each case as may be amended, varied, supplemented, modified or novated from time to time. Each document (including any document referred to in each document) and any other document from time to time designated as such, is incorporated into and forms a part of this Agreement.
• If there is any conflict or ambiguity between the terms of the documents listed above, except as expressly provided otherwise, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.
• This Agreement is concluded in the English language and all communications (including any notices or the information being transmitted) shall be in English. In the event that the Agreement or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of the Agreement shall prevail.

You and We shall hereinafter be collectively referred to as “Parties” and individually as a “Party”.

Definitions

In this Agreement, unless the context otherwise requires the following definitions shall apply, in addition to those definitions provided in the relevant and appropriate Appendix, as may be applicable to you. Words importing the singular include the plural and vice versa where the context necessitates:

“Bank Account” shall mean the bank account that you have designated in the Application Form or such other account as may be mutually agreed in writing.

“Business Days” shall mean the days scheduled banks in the Islamic Republic of Pakistan are open for banking business.

“Confidential Information” shall mean:

• Any and all of our information obtained by you during the course of this Agreement including information regarding strategies, plans and assessments, and including without limitation any and all technical, financial, commercial or other information relating to us or a company/entity/affiliate belonging to the same group of companies as us or their customers, contractors and other business partners and their respective businesses, finances, planning, facilities, products, marketing, branding, techniques and processes, as well as any discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, marketing plans, customer names and information and other technical, strategic financial or commercial information and intellectual properties, whether in tangible or in intangible form (including but not limited to oral, written, electronic or other machine readable form), whether marked as confidential or not, whether in its original form or modified, whether in its original form or derived from its original form, whether translated from the original or not, whether updated or not, whether altered or not, whether originated from or obtained by us; and
• Information that is designated as "confidential" or which by its nature is clearly confidential including any information relating to: (A) this Agreement (any information concerning any fees, charges, dues, expenses or costs that may be payable); (B) a Customer or a Customer's use of any credit or debit card; (C) any one of the Card Schemes (as defined in Appendix I (if applicable); (D) each other’s technology, technical processes, procedures, business affairs, finance, security procedures; (E) or the layout of each other’s premises, lists of suppliers and customers and other proprietary knowledge, however any such information is conveyed or presented, including text, information, technical specifications, unpublished patent specifications, data, drawings, plans, processes, photographs, databases, computer software in disk, cassette, tape or electronic form and items of computer hardware on any medium including all electronic, optical, magnetic and tangible media, oral descriptions, demonstrations or observations.

“Customer” shall mean your customer who or which has ordered Goods and/or Services from you and has initiated a Transaction in respect of that order, including a Cardholder (as defined in Appendix I, if applicable) and/or an Easypaisa Transaction or Branchless Banking Transaction (each as defined in Appendix II, if applicable).

“Effective Date” shall mean the date on which the Payment Services have been live tested and successfully integrated with the Website and/or Mobile Application (as applicable) to our complete satisfaction and sole discretion.

“Force Majeure” shall have the meaning given to such term in Clause 6.2 of this Agreement.

“Goods” shall mean an intangible service or a tangible product that is manufactured, distributed or sold by you, and that is purchased by a Customer, the payment for which is made through Payment Services.

“Mobile Application” shall mean your mobile application (for iOS, Android or otherwise) under the name as notified by you and agreed with us, through which you accept orders for Goods and/or Services.

“Payment Services” shall mean the delivery of (i) Card Acquiring Services and Gateway Services as defined and pursuant to Appendix I; and/or (ii) Easypay Channel Payments as defined and pursuant to Appendix II, in each case by us to you in accordance with this Agreement.

“Service” shall mean any service that you offer to provide, and that is availed by a Customer, the payment for which is made through Payment Services.

“Telenor” shall mean Telenor Pakistan (Pvt) Limited.

“Term” shall have the meaning given to such term in Clause 3 of this Agreement.

“Transaction” shall mean any payment by a Customer for Goods and/or Services purchased by a Customer from and provided by you, in which the payment is made through Payment Services.

“Website” shall mean your website at [DOMAIN ADDRESS] through which you accept orders for Goods and/or Services, and shall include any other digital or electronic interface or portal or any other interactive medium in which Payment Services can be effected that we in our sole discretion permit.

Term and Renewal

This Agreement is entered into initially for a term of twelve (12) calendar months (“Term”) from the Effective Date and will stand renewed automatically until either you or we terminate this Agreement in accordance with Clause 4 below.

Termination

• Either you or we may terminate this Agreement at any time without assigning any reason(s) whatsoever by giving the other thirty (30) Business Days prior written notice and after the said thirty (30) Business Day period, this Agreement shall cease to have effect save in respect of any obligations which are to specifically survive termination under this Agreement or which by their nature are continuing such as the duty of confidentiality. You agree and understand that we shall not accept any Customer Payments (as defined in Appendix II, if applicable) after the expiry of ten (10) Business Days from the date of termination notice sent by you to us under this Clause 4.1.
• This Agreement may be terminated by either you or us, in the event either you or we materially breaches any representation, warranty or covenant made under this Agreement, by the non-breaching Party; provided the non-breaching Party has given to the breaching Party a notice specifying the breach and requiring the breaching Party to remedy the same within ten (10) Business days and the breaching Party has failed to do so to the satisfaction of the non-breaching Party.
• This Agreement may be terminated by us or you, in the event that either you or we are unable, as a result of Force Majeure to perform a material portion of your or our obligations under this Agreement for a period of not less than thirty (30) calendar days.
• Notwithstanding anything mentioned in this Agreement, we shall be entitled at our discretion at any time to terminate this Agreement forthwith by prior written notice to you in case you commit a breach of any of your obligations under this Agreement or on the occurrence of any proceedings being commenced or a resolution passed for your winding up or dissolution, whether voluntary or otherwise; or for your administration or liquidation; or the appointment of a receiver or manager over any of your assets; or distress or other execution is levied against you or any of you assets; or you enter into any composition or arrangement with your creditors.

Confidentiality

• Except to the extent set out in this Clause 5, both you and we shall:
  • treat as confidential each other’s Confidential Information obtained under the Agreement;
  • use each other’s Confidential Information solely for the specific purposes for which it was disclosed;
  • not publish or otherwise disclose to any person the other’s Confidential Information without the owner's prior written consent; and
  • take all action reasonably necessary to secure the other’s Confidential Information against theft, loss or unauthorised disclosure.
• You or we may disclose Confidential Information that would otherwise be subject to Clause 5.1 but only if you can demonstrate that the Confidential Information:
  • is required to be disclosed by any court of competent jurisdiction, regulatory authority, by applicable law, the Card Scheme Rules (as defined in Appendix I, if applicable) or which is necessary or desirable in connection with the provision of the Payment Services and the enforcement of any rights and/or the performance of any obligations under this Agreement;
  • was lawfully in your possession prior to disclosure to you or us (as the case may be) by any other Party without an obligation restricting disclosure;
  • is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this Clause 5);
  • is received from a third party who is not under an obligation of confidentiality in relation to the information; or
  • is developed independently without access to, or use or knowledge of, the Confidential Information.
• Notwithstanding the provisions of Clauses 5.1, 5.2 and 5.4, we may aggregate and anonymise Confidential Information (including the Data) and disclose it in that form to any third party.
• Other than as expressly permitted under the Agreement, on termination of the Agreement for whatever reason, both you and we shall forthwith cease to use any Confidential Information of each other and shall return on demand, or at the request of the other, destroy or permanently erase all copies of that Confidential Information in your or our possession or control (as the case may be), save that you and we will be permitted to retain such part of the Confidential Information for the purposes of and for so long as required by any applicable law or your or our (as the case may be) legitimate internal compliance requirements. Any obligation to destroy or permanently erase Confidential Information shall not be applicable to Confidential Information that forms part of an electronic back-up system which is not immediately retrievable as part of day-to-day business.

Exclusion of Liability and Force Majeure

• We shall not, save as envisaged under law, be liable in any way whatsoever to you, or any other person whatsoever for claims, liabilities, expenses, costs, losses or damages of whatever nature brought against, suffered or incurred by or caused to you in connection with the Payment Services or any other person whatsoever due to or arising out of or in connection with this Agreement to the fullest extent of the law.
• Neither you nor we shall be liable to the other if your or our (as the case may be) are unable to perform any obligations under this Agreement, due directly or indirectly, without limitation, to the defect, failure, unavailability or damage of any machine or communication system, computer hacking, unauthorized access to computer data and storage device, computer crashes, breach of security and encryption, acts of God, act of any governmental authority, act of a public enemy or due to war on terrorism, the outbreak of escalation of hostilities, riot, civil commotion, insurrection, labour difficulty in relation to a third party (including without limitation, any strike or other work stoppage or slow down), severe or adverse weather conditions or other similar cause or anything outside that your or our control or the control of their servants and/or agents (collectively, “Force Majeure”).
• Force Majeure shall not include any failure to make any payment of fees, charges, dues, expenses or any other costs by you required by this Agreement for whatever reason or excuse.

Waiver and Cumulative Rights and Remedies

No delay or omission by either you or us in exercising any rights or remedies under this Agreement or otherwise available, shall impair such right or remedy or constitute a waiver thereof, nor shall any single or partial exercise of such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Your and our rights and remedies under this Agreement (as the case may be) are cumulative and not exclusive of any other rights or remedies which you or we (as the case may be) would otherwise have available to them under law.

Notices

• Any notice or other communication given or made or in connection with the matters contemplated by this Agreement shall be in writing.
• Any such notice or other communication shall be addressed (to our registered address or the address that we have for you, as the case may be) and shall be deemed to have been duly given or made, if sent by personal delivery, courier, email or fax, the same day that such notice was sent.
• Notices given by us to you in hard or electronic format may refer to documents or materials made available on our website, by providing you with a website URL address where you can access the documents or materials. The full contents of these documents and materials will be deemed to be communicated and notified to you as if set out in full in the notice.
• In addition to formal notices given in accordance with this Clause 8, we may communicate with you from time to time in relation to your use and our provision of the Services by means of newsletters, emails and messages on our website. Such communications may include notification of changes to the Code of Conduct, or new or replacement products or services in connection with the Services.

Entire Agreement

• This Agreement (including its Appendices) constitutes the entire agreement between your and us with respect to the subject matter hereof and hereby supersedes and cancels any and all prior agreements, understandings and the like, whether written or oral.
• Save to the extent expressly set out in this Agreement, we hereby exclude all warranties, conditions, terms, obligations, undertakings and representations (whether in each case express or implied by statute, common law, custom, trade usage, course of dealing or otherwise, (including but not limited to implied undertakings of satisfactory quality and reasonable fitness for purpose)) to the fullest extent permissible by applicable law, and you hereby waive irrevocably any rights or remedies you may otherwise have had in respect of any of the same.
• Notices given by us to you in hard or electronic format may refer to documents or materials made available on our website, by providing you with a website URL address where you can access the documents or materials. The full contents of these documents and materials will be deemed to be communicated and notified to you as if set out in full in the notice.
• Neither you nor we shall have any claim for innocent or negligent misrepresentation based upon any statement in this Agreement.

Status of the Parties

Nothing in the Agreement shall be construed as constituting a partnership, joint venture or agency between or among you and us.

Further Assurance

At any time after the date of signing of this Agreement, you shall, at our request, execute or procure the execution of such documents and do or procure the doing of such acts and things as we may reasonably require, for the purpose of giving effect to all the provisions of the Agreement.

Costs

Except as provided herein, you and we shall each pay our / your own respective costs in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and in carrying out any related due diligence.

Counterparts

This Agreement may be made and executed in any number of counterparts, which together constitute one Agreement.

Severability

Each Clause and Sub-Clause of the Agreement is severable. If any provision of the Agreement or any part of it is or becomes invalid under or contravenes applicable law, or is held to be unreasonable in the circumstances, or is held by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable:

• the remaining provisions shall not be affected and shall remain in full force;
• the legality, validity, enforceability and reasonableness of the remainder of the Agreement shall not be affected; and
• if such provision would cease to be illegal, invalid, unenforceable or unreasonable if some part of that provision were modified or deleted, the provision in question shall apply with the least such modification or deletion as may be necessary to make the provision legal, valid, enforceable and/or reasonable.

Assignment / No Agency

This Agreement and our rights, interests and benefits hereunder shall not be assigned transferred by you. This Agreement and our rights, interests and benefits hereunder may be assigned or transferred by us without your prior written permission. Neither you nor we shall, by virtue of this Agreement, be deemed to be in relationship of partnership or agency with the other.

Amendments

Amendments to the Agreement shall only be made in writing with written mutual consent of you and us. Such amendments/addenda will be deemed to be the integral part of this Agreement.

Governing Law and Jurisdiction

This Agreement shall be governed by the laws of Islamic Republic of Pakistan. You and we further agree to submit to the exclusive jurisdiction of the courts at Karachi.

Arbitration

• You and we shall attempt in good faith to amicably resolve any dispute through senior levels of management. Any dispute which is not resolved within thirty (30) Business Days shall be referred to arbitration by a sole arbitrator appointed by mutual agreement under the Arbitration Act, 1940 and failing such mutual agreement the arbitrator shall be appointed by the High Court of Sindh at Karachi.
• The venue of arbitration shall be Karachi and the decision arrived at after such arbitration shall be binding upon you and us. Arbitration shall be a condition precedent to initiating any proceedings before a court of competent jurisdiction.

Disclaimer of Warranty

We expressly disclaim, to the fullest extent of the law, all warranties, express or implied, written or oral, including but not limited to warranties of your ability and fitness for a particular purpose with respect to the Payment Services.

Indemnity

You agree, at your own expense, to indemnify, defend and hold us harmless, to the fullest extent, permissible under law, our subsidiaries and affiliates, and any of their directors and employees, representatives and / or agents against any claim, suit, action or other proceeding brought against them by a third party (including but not limited to Customers), to the extent that such claim, suit, action or other proceeding brought against such person is based on or arises in connection with any action by you including but not limited to:

• your breach of any the terms and conditions of this Agreement;
• any use of the Payment Services provided under this Agreement to you; or
• any misrepresentation or breach of representation or warranty made by you contained herein.

Appendix I Part A

Credit and Debit Card Payments

In the event that you receive or utilise our Online Payment Solution, the following definitions and provisions apply to you and us pursuant to this Agreement:

Definitions

In this Appendix I (Part A and Part B), unless the context otherwise requires, the following definitions shall apply in addition to those definitions provided for in Clause 2 of the Agreement. Words importing the singular include the plural and vice versa where the context necessitates:

“Assessment” shall mean any assessment, fine, liquidated damages, fee, cost, expense or charge of any nature which a Card Scheme, Card Issuer, Partner Bank or any other third party levies on you or us at any time, directly or indirectly, in relation to any aspect of our or such third party's relationship with you.

“Authorisation” shall mean the confirmation at the time of a Card Transaction from the relevant Card Issuer that the Card used to pay for the Card Transaction has not been blocked for any reason or listed as lost or stolen or as having had its security compromised and that there are sufficient funds available for the relevant Card Transaction.

“Capture” shall mean the transmission by us of a Payment Instruction in relation to a Card Transaction to a Card Scheme for onward transmission to a Card Issuer to enable the earmarking of funds by a Card Issuer in a Cardholder's account for Settlement.

“Card” shall mean a credit or debit card (whether virtual or tangible) as issued by a Card Issuer under a Card Scheme whose payments we are able to process (as notified by us to you from time to time) and which Card, pursuant to this Agreement, may be used by the Cardholder as a means of payment for Goods and/or Services.

“Card Acquiring Services” shall mean the Authorisation, Capture and Settlement by us of a Card Transaction, and the processing by us of Chargebacks and/or Reversals in respect of Cards.

“Cardholder” shall mean a person who is the authorised user of a Card.

“Card Issuer” shall mean any bank, financial institution or company which issues Cards.

“Card Scheme” shall mean schemes governing the issue and use of Cards namely (i) Visa by Visa Incorporated; (ii) MasterCard by MasterCard Worldwide; (iii) Union Pay by China UnionPay and/or UnionPay International, or such other scheme as may be approved and notified by us to you in writing from time to time.

“Card Scheme Rules” shall mean all applicable rules, regulations and operating guidelines issued by the Card Schemes from time to time relating to Cards, Card Transactions and any payments or processing of Data relating thereto including such rules, regulations and guidelines posted on Card Scheme websites, and all amendments, changes and revisions made thereto from time to time and any current waivers or exceptions agreed with the Card Schemes.

“Card Transaction” shall mean any payment by a Customer for Goods and/or Services purchased by a Customer from and provided by you, in which the payment order is given via the internet on the Website or Mobile Application, using a Card to debit or credit the applicable Card account in accordance with the terms of this Agreement and in relation to which we supply the Online Payment Solution.

“Card Transaction Date” in relation to any Card Transaction means the date on which the Card Transaction is affected, or such other date as we may in our discretion determine.

“Chargeback” means any circumstances where Card Issuers and/or Card Schemes either refuse to Settle a Transaction or demand payment from us in respect of a Card Transaction that has been Settled and/or in respect of which Remittance been made to you, notwithstanding any Authorisation.

“Chargeback Costs” shall mean our administrative charge for processing a Chargeback and any (i) reasonable costs, expenses, liabilities, and (ii) Assessments that we may incur as a result of or in connection with a Chargeback,

“Charges” shall mean an amount of fees, as provided for in the “Schedule of Fees and Charges”, as communicated to you from time to time, for the Services rendered by us under this Agreement.

“Data” shall mean documents, data and records of any kind relating to Card Transactions, Chargebacks, or Reversals (including, for the avoidance of doubt, data relating to Cards and Customers) and shall include Sensitive Authentication Data.

“Dispute” means an event wherein the Cardholder did not authorize or participate in a Card Transaction.

“Federal Excise Duty” shall have the meaning given to such term in the Federal Excise Act, 2005 or any subsequent adoption, promulgation, modification, repeal or reinterpretation of this term following the date of this Agreement.

“Gateway Services” means the provision by us of an online portal that supports the processing of requests for Authorisation and Capture and the transmission of Data by us between you and the Customer to enable a Card Transaction.

“Online Payment Solution” shall mean the delivery of Card Acquiring Services and Gateway Services by us to you pursuant to this Agreement.

“Operating Instruction” shall mean an instruction regarding operations, a procedure, a guide or any such similar notification supplied or issued by us, a Card Scheme, a Partner Bank, a regulator or pursuant to applicable law (as may be applicable) from time to time and in relation to the matters contained in this Agreement.

“Partner Bank” shall mean a third party bank or financial institution through which we route payment of Remittances for the purposes of crediting your Bank Account.

“Payment Instructions” means any instruction given by a Cardholder, whether given electronically or otherwise, instructing and authorizing you to charge the Cardholder’s Card for the amount of a payment due and payable to you for Goods and/or Services provided or to be provided by you to a Customer.

“Remittance” shall mean any payment we make to you under this Agreement in the course of Card Acquiring Services (and “Remit” shall be construed accordingly).

“Reversal” shall mean a Card Transaction, in respect of an initiating Card Transaction, made wholly or partially to reverse that initiating Card Transaction.

“Reversal Policy” shall mean the policy applied by us in relation to reversals of Card Transactions as outlined in Appendix I (Part B) of this Agreement.

“Sensitive Authentication Data” shall mean security related information used to authenticate Cardholders and authorise Card Transactions. Sensitive Authentication Data elements include magnetic stripe data (PAVE, CVV, CVC, CID) PINs, PIN blocks and the three or four digit number security code found either on the front or on the back of a card (eg, MasterCard CVC2/ Visa CVV2).

“Settlement” shall mean the crediting to us of the value of a Card Transaction as determined by the relevant Card Scheme (“Settle” and “Settled” shall be construed accordingly).

“SSL” shall the meaning given to such term in Clause 3.1 of Appendix I (Part A) of this Agreement.

“Suspicious Card Transaction” shall mean a Card Transaction which for any reason is suspected by us (in our sole and absolute discretion) to be counterfeit, fraudulent or involves other criminal activity or may in any way other way be tainted or affected by any fraud or forgery.

Your Obligations

• You shall at all times comply with:
  • the provisions of this Agreement (including its Appendices);
  • the Scheme Rules, including any reflected in this Agreement, provided to you from time to time, or made publicly available by a Card Scheme;
  • all applicable law, including those requirements which apply to the sale of Goods and/or Services by you in connection with the Card Transactions and the execution and performance by you of your obligations under this Agreement; and
  • Your obligations relating to the sale and/or supply of Goods and/or Services by you to Customers.
• You shall:
  • only accept payments from and/or make Reversals to Customers in connection with Goods and/or Services which you have sold and supplied as principal to those Customers and only pay such Reversals to the Customer using the payment method used by the Customer for the original Card Transaction;
  • only accept payments and/or make Reversals in respect of Goods and/or Services the sale and supply of which commonly falls within your business as identified to us;
  • notify us in writing before you make any change to the nature of the Goods and/or Services the sale and supply of which fall within your business as identified to us;
  • notify us in writing of the URL of any website where you accept or state that you will accept payments by Card using the Online Payment Solution (such notification to be made before you accept any such payment);
  • only accept payments and submit Data to us in respect of Card Transactions which a Customer has authorised in accordance with applicable law, this Agreement, the Scheme Rules and any other information or instructions provided by us from time to time;
  • refrain from doing anything which we reasonably believe to be disreputable or capable of damaging the reputation or goodwill of us or the Card Schemes.
• Except as provided in Clause 6.2 of the Agreement, you indemnify us and our agents, representatives and employees from all your obligations towards Customers for the purposes of this Agreement insofar that such obligations may adversely affect, cause economic loss or may result in any proceedings, claims, or actions against us. You understand and agree that we are merely providing the Online Payment Solution for you and any breach of your obligations towards us under this Agreement may render us liable towards the Card Schemes and in this regard, you agree to fully indemnify and hold us harmless, to the fullest extent of the law for and in relation to any consequence arising thereof.
• You shall observe all security measures on their Website and Mobile Application as may be prescribed by us and/or the Card Schemes, with respect to the acceptance of any Card for payment of any Card Transaction emanating therefrom.
• You shall comply with all instructions, provided in writing, whatsoever given to you by us in relation to payments connected with any Card Transaction carried out pursuant to any Payment Instructions.
• In the event of any Dispute between you and a Cardholder whether in relation to any deficient, improper or incomplete Goods and/or Service provided by you or otherwise, we shall not be impleaded as a party to any litigation, arbitration or other proceeding instituted in respect of such Disputes and shall be indemnified and held harmless, with respect to all consequences arising as a result of any such proceedings.
• You warrant and guarantee that goods, product or service which do not comply with any applicable law or regulation whether federal or provincial laws of the Islamic Republic of Pakistan will not be offered, sold or delivered on any Website or Mobile Application.
• You shall ensure or cause to be ensured the confidentiality of any and all information submitted by a Cardholder on the Website or Mobile Application. You shall ensure or cause to be ensured that there are proper encryption and security measures enabled and implemented on the Website and Mobile Applications so as to prevent any hacking of Data. In the event of any loss and/or damage due to any act, which is beyond the control of you, including any hacking of the Website or Mobile Application, such loss and/or damage shall be solely borne by you at our complete exclusion.
• You shall take all precautions as may be feasible to ensure there is no breach of security and that the integrity of the link between the Website and our gateway for the delivery of the Online Payment Solution is maintained at all times during the term of this Agreement. In the event of any loss and/or damage being caused as a result of a breach of security of the link becoming compromised, any such loss and/or damage shall not be to our account, whereas you shall hold us harmless and indemnified against any claim, as adjudicated by a court of competent jurisdiction that may be brought against us in this regard.
• You shall not display any material on your Website or Mobile Application, if the same is contrary to any applicable law, regulation, government policy, order or guideline including all applicable foreign laws and regulations.

Online Payment Solution

• In return for the Charges, we shall supply Card Acquiring Services in accordance with this Agreement, with reasonable care and skill, and in compliance with applicable law and the Scheme Rules. Telenor Bank agrees to use third party “Secure Socket Layer” technology (“SSL”) in the receipt, delivery and management of Data.
• You and we acknowledge that the setting up, maintenance, upgrade, security, and integrity of our Online Payment Solution will be borne by us, whereas the setting up of the Website, Mobile Application or any other of your systems to enable use of Online Payment Solutions, including all costs thereof and any other matters related thereto, shall be solely borne by you and is your sole responsibility.
• Notwithstanding Clause 3.2 of Appendix I (Part A) above, if you seek to upgrade or change you software and/or hardware involved in you Website and/or Mobile Application, we shall allow such change and thereon cause you to conduct testing with us as soon as possible before such upgrade or change may be implemented. You shall be solely and exclusively responsible for any costs, damage, losses or consequences arising out of such upgrade or change, and shall indemnify and hold us harmless in this regard.
• You shall be solely and exclusively liable for any and all claims, liabilities, expenses, costs, loss or damage of whatever nature brought against, suffered or incurred by or caused to any Cardholder or other party whosoever due to, or arising out of, or in connection with any Card Transaction or any breach or compromise of the security or integrity, or malfunction of any encryption and identification software, any electronic code keys and/or any equipment provided to any party or an individual in relation to the Website or Mobile Application.

Miscellaneous

• If the Website, Mobile Application or integrity of Data is hacked or otherwise tampered with, you shall be responsible for all consequences emanating therefrom, including all costs and expenses necessary to restore the Website, Mobile Application or Data to its original condition as well as reimbursing any costs that may be incurred by Telenor Bank in this regard.
• It is your sole and exclusive responsibility to ensure that no Data shall be disclosed to any third party, except as may be required by law. You hereby undertake and agree to indemnify, defend and hold harmless, Telenor Bank against any fines, penalties, claims, proceedings, suits, liabilities, losses, damages, expenses and costs resulting from or caused by any breach of confidentiality, leak of Data and/or for any representations made by you during the use of Online Payment Solutions which proves to be incorrect or untrue when made and/or for breach of any warranties made to Cardholders by you.
• You shall at all times while using the Online Payment Solution comply with applicable laws, rules and regulations insofar as relevant to its use of the Card Acquiring Services and Gateway Services. In addition, you shall at all times comply with the rules and guidelines set by the Card Scheme.
• This Agreement shall be binding upon you and us and to your and our successors or assigns. Further, this Agreement shall not be assigned by you without our prior written consent of Telenor Bank. Without prejudice to any of our rights under this Agreement or any applicable laws, any attempt to assign this Agreement by you without our prior written consent shall render this Agreement null and void.
• Each Chargeback and each Assessment represents a debt immediately due and payable by you to us.
• You acknowledge and agree that you may be required to reimburse us for Chargebacks in circumstances where you have accepted payment in respect of the relevant Card Transaction, even if you are under no legal liability in respect of the supply of Goods or Services concerned. To the extent permitted by applicable law, we shall notify you as soon as reasonably practicable of any applicable Chargebacks and Chargeback Costs which have occurred or been incurred.
• Any Chargebacks for which you are required to reimburse us shall correspond to the whole or part of the Settlement value of the original Card Transaction.
• In the event that you wish to dispute a Chargeback, it is your responsibility (i) to prove to our reasonable satisfaction (which shall, subject to Clause 4.9 of Appendix I (Part A) and without limitation, be conditional upon the relevant Card Scheme or Card Issuer confirming it is satisfied) that the debit of the Customer's account was authorised by such Customer; and (ii) (additionally) to provide us with such other evidence as we or any Card Issuer or Card Scheme may require you to provide in support of the claim. The evidence required to be provided will depend on, among other things, the nature of the Chargeback, and may vary accordingly.
• Subject to the Scheme Rules, we shall not be obliged to investigate the validity of any Chargeback or Assessment. You acknowledge and agree that any decision or determination of the relevant Card Scheme as to the validity and extent of any Chargeback and/or Assessment shall be final and binding.
• As Chargebacks may arise a considerable period of time after the date of the relevant Card Transaction, you acknowledges and agrees that, notwithstanding any termination of this Agreement for whatever reason, we shall remain entitled to recover Chargebacks and Chargeback Costs from you and any accounts you may have with us in respect of all Chargebacks that occur in relation to Card Transactions effected during the term of this Agreement.
• You further authorize us to make any deductions from any Remittances or recover any amount from any accounts you may have with us, with respect to Chargebacks, at any time within one hundred eighty (180) days from the Card Transaction Date. You hereby provide your consent to any such deductions provided that they are accompanied with prior written instructions from us that such deductions are by way of Chargeback.
• You agree and acknowledge that we may defer any amount that we may otherwise be obliged to pay you:
  • if, following any deductions pursuant this Agreement, such amount is less than the minimum Remittance threshold that we reasonably determine in our sole and absolute discretion, until the total Remittance payable reaches that threshold;
  • where we reasonably believe that a Card Transaction (including activity which would otherwise have constituted a Card Transaction) may be a Suspicious Card Transaction, until the satisfactory completion of our investigation and/or that of any Card Issuer, Partner Bank, Card Scheme, regulatory authority or any other third party;
  • without limit in amount or time, if we become aware or reasonably believe that you are in breach of or likely to be in breach of your obligations under this Agreement, or under any Operating Instruction that may have been supplied to you from time to time;
  • where you fail to share with us any information in relation to any Card Transaction (including but not limited necessarily limited to Data) within seven (7) Business Days of the date of our request for such information;
  • where the Bank Account is credited more than once for the same Card Transaction, or you have processed multiple Card Transactions for the same Cardholder or has split a single Card Transaction, for the purposes of the Authorisation; or
  • pursuant to any instruction from any Card Scheme, Card Issuer or Partner Bank, any international or local regulatory authority, investigating agency or court of law.
• We may suspend the processing of all or any Card Transactions or Reversals where we reasonably believe that a Card Transaction or Reversal (including activity which would otherwise have constituted a Card Transaction or Reversal) may be a Suspicious Card Transaction, until the satisfactory completion of our investigation and/or that of any, Card Issuer, Partner Bank, Card Scheme, regulatory authority or any other third party.
• In the event that we exercise our rights under Clauses 4.12 or 4.13 of Appendix I (Part A), we shall notify you of any such action and the reasons for it, unless we are prohibited from doing so under applicable law. Subject to reasonable security measures and applicable law, we will notify you before any suspension of processing under Clause 4.13 of Appendix I (Part A) if we are able to do so, or otherwise immediately after such suspension.

Payment Mechanism

• For each Card Transaction undertaken on or through the Online Payment Solution by any Customer, you shall pay to us the Charges.
• The Parties agree that for each Card Transaction, the entire Remittance shall be transferred to the Bank Account by us after deduction and settlement of Charges and any additional charges in lieu of taxes or otherwise.
• We are obligated to settle all amounts in the Bank Account within 4 (four) Business Days of a Card Transaction on the Online Payment Solution. In the event we default in settling such amounts within the stipulated time period, you may terminate this Agreement and recover the amounts from us with respect to this Agreement.
• You shall be exclusively responsible to reconcile all Card Transactions from reports made available by us through our web interface for Online Payment Solutions. In the event that there is any error or discrepancy, you shall endeavour to reconcile such error or discrepancy, failing which the error or discrepancy shall be raised with us where your and our authorized representatives shall resolve to clear such errors or discrepancies in an amicable manner. For the avoidance of doubt, it is clarified that any errors or discrepancies shall in no way prejudice us in deducting and being paid Charges in a timely manner.
• In the event of any issues regarding reconciliation as provided in Clause 5.4 of Appendix I (Part A) above, you are obligated to raise such issue within fifteen (15) days from the Card Transaction Date, failing which you shall forfeit the right to raise any objections on such Card Transaction.

Termination

• Further to Clause 8.2 of the Agreement, we shall be entitled at our discretion at any time to terminate this Agreement forthwith by prior written notice to you in case you commit a breach of any of your obligations under this Agreement or on the occurrence of you or any of you officers, employees and/or agents becoming or becomes suspected by us, or is notified by the Card Schemes or any Card Issuer, to be involved in any fraudulent or unlawful activity with regard to the arrangement under this Agreement or relating to any Card Transaction whether or not relating to our business.

Minimum Encryption Standards and Security of Cardholder Data

You shall be obligated to use encryption standards of 128 bits or more in respect of all Card Transactions.

Appendix I Part B

Reversal Policy

• Any Reversals will be made as refund into the Card used for the Card Transaction on which the Goods and/or Services were purchased in the Card Transaction.
• Any Reversal processed pursuant to this Agreement and Reversal Policy will only be made upon your request as received on your letterhead.
• Any Reversals of Card Transactions will be processed within 7 Business Days of the date the reversal request was approved.

Appendix II Part A

Easypaisa Channel Payments

In the event that you receive or utilise our Easypay Channel Payments, the following definitions and provisions apply to you and us pursuant to this Agreement:

Definitions

In this Appendix II (Part A and Part B), unless the context otherwise requires, the following definitions shall apply in addition to those definitions provided for in Clause 2 of the Agreement. Words importing the singular include the plural and vice versa where the context necessitates:

“Alert” shall mean an email and/or SMS message sent to the e-mail address or mobile phone number of a Customer.

“Branchless Banking Transaction” shall mean any payment by a Customer for goods and/or services purchased by a Customer from and provided by you, in which the payment order is given via a Branchless Banking account.

“Customer Payments” shall mean payments by Customers for Goods or Services provided by you.

“Direct Bank Payments” shall mean Customers making Customer Payments through a third party bank or financial institution, which transfer or routes funds to us, for the purposes of crediting your Bank Account.

“Easypaisa Account Opening Form” shall mean the account opening form, to be filled in and signed by an applicant, as supplied by us in order to apply for the delivery of the service of Easypay Channel Payments by us.

“Easypaisa Outlets” shall mean outlets of certain designated Telenor franchisees or retailers who have been appointed by us as agents/sub-agents in the context of the service of Easypay Channel Payments, in relation to Branchless Banking.

“Easypay Channels” shall mean the mode of collection of Customer Payments through the use of any of the following:

• Branchless Banking Accounts;
• Easypaisa Outlets;
• Direct Bank Payments;
• Token Payments;
• Other Mobile Wallet; or
• QR Code.

“Easypay Channel Payment” shall mean the processing and collection of Customer Payments, through Easypay Channels, in relation to Goods or Services provided by you.

“Easypay Systems” shall mean the IT systems in place which enable the delivery of the service of Easypay Channel Payments.

“Indemnified Parties” shall have the meaning given to such term in Clause 8.2 of Appendix II (Part A) of this Agreement.

“Order ID” shall mean the unique identification number generated by you utilising Easypay Systems, upon receipt and/or communication of a Purchase Order from a Customer, which is then communicated to us for the purposes of confirming accuracy of the Purchase Order.

“Order Fulfilment” shall mean you responsibility to make and/or affect delivery of Goods and/or Services to a Customer against a Purchase Order for which a Transaction ID has been generated.

“Other Mobile Wallet” shall mean an account opened and maintained by the Customer, through the use of a mobile phone, with a third party Branchless Banking provider through which Customer Payments can be made.

“Purchase Order” shall mean an order made and/or placed by a Customer on the Website including therein the following particulars:

• details of Goods and/or Services to be purchased; and
• contact details including name, address and mobile number etc of the Customer.

“QR Code” shall mean a Customer Payment made through the reading of a machine-readable code consisting of an array of black and white squares, containing information relating to the Transaction ID, by a mobile phone camera.

“Remittance” shall mean any payment we make to you under this Agreement in the course of the service of providing Easypay Channel Payments (and “Remit” shall be construed accordingly).

“Reversal” shall mean a Branchless Banking Transaction or Easy Pay Outlet Transaction, in respect of an initiating a Branchless Banking Transaction or Easy Pay Outlet Transaction, made wholly or partially to reverse that initiating a Branchless Banking Transaction or Easy Pay Outlet Transaction.

“Reversal Policy” shall mean the policy applied by us in relation to reversals of Easypaisa Outlet Transactions and Branchless Banking Transactions as outlined in Appendix II (Part B) of this Agreement.

“SMS” shall mean the short messaging service.

“Token Payments” shall mean a Direct Bank Payment involving a Transaction ID, which would otherwise be payable at an Easypay Outlet.

“Transaction ID” shall mean a unique identification number generated by the Easypay Systems upon receipt of a Customer Payment against an Order ID which confirms that an Order has been placed and may be processed.

“Web Interface” shall have the meaning given to such term in Clause 5 of Appendix II (Part A) of this Agreement.

Appointment

• Subject to the terms and conditions hereinafter set forth, you hereby appoint us as (i) your collecting agent to receive Customer Payments on your behalf through the service of Easypay Channel Payments offered by us; and (ii) transfer the same into the Bank Account; and we hereby accept such appointment subject to the terms and conditions appearing herein below.
• In furtherance to Clause 2.1 of Appendix II (Part A) above, we shall be authorized and empowered with all express, implied, apparent and ostensible authority as your collection agent and with respect to receipt of Customer Payments on your behalf.

Customer Payments Collection Mechanism

• We shall, as applicable, and subject to the fulfilment of your reciprocal obligations under this Agreement, on a reasonable basis ensure that Customer Payments may be made through Easypay Channels as selected by you in the Easypaisa Account Opening Form.
• If any further payment mechanisms are introduced and notified by us as an “Easypay Channel”, from time to time during the Term of this Agreement, you can avail these additional payment mechanisms upon request in writing on your official letterhead.

Customer Payment Receipt

• Once an Order ID has been generated by you against a Purchase Order, the Order ID shall be communicated by the Website to the Easypay System as well as to the Customer.
• A Customer shall be entitled to make a Customer Payment against a Purchase Order through the relevant Easypay Channels.
• Prior to the receipt of a Customer Payment from a Customer through an Easypay Channel, we shall:
  • confirm the Order ID provided by you against the Customer Payment; and
  • verify the Order ID provided by you against credentials issued to you by us at the time the service for Easypay Channel Payments were setup for you.
• In the event that the Order IDs in Sub-Clause (i) and (ii) of Clause 4.3 of Appendix II (Part A) above are verified by us from the Website, then:
  • We shall be entitled to accept the Customer Payment from the Customer through the relevant Easypaisa Channel;
  • following receipt of a Customer Payment by us against an Order ID, we shall generate a unique Transaction ID;
  • once a Transaction ID has been generated, we shall send an E-mail and a SMS Alert within a reasonable period of time to the Customer containing the following particulars:
    • Order ID;
    • Transaction ID; and
    • amount of Customer Payment.
• In the event that the details in Sub-Clauses (i) and (ii) of Clause 4.3 of Appendix II (Part A) above are not verified from the Website, we shall be entitled to refuse to accept a Customer Payment from a Customer, without incurring any further obligation.
• You will use the Web Interface provided pursuant to Clause 5 of Appendix II (Part A) below to monitor and verify the receipt of Customer Payments against the Order ID. You shall be responsible verify, through the Web Interface, the receipt of any and all Customer Payments from a Customer prior to processing the Purchase Order and affecting delivery of any Goods or Services purchased by the Customer. In case of any claim and/or dispute between you and the Customer, you may refer to reports generated from and available to view on the Web Interface for final settlement of such claim and/or dispute.
• Notwithstanding anything contained herein, we shall, under no circumstances whatsoever, be held responsible or liable for:
  • the accuracy, veracity, correctness and/or genuineness of a Purchase Order;
  • a security breach, hacking, system failure, server failure or any such other similar situation affecting the Website;
  • the accuracy, veracity, correctness and/or genuineness of any Order ID;
  • the fitness for purpose and/or description of Goods and/or Services advertised/marketed/sold on the Website;
  • the failure to complete delivery of Goods or Services by you after an Alert has been sent; and
  • the Order ID generated and/or communicated was due to fraudulent/illegal/unauthorized activities of any person or person(s).
• You shall indemnify, and hold us our agents, nominees, representatives, affiliates, employees harmless from and against any and all losses or damages suffered or arising as a result of the aforesaid matters in Clause 4.7 of this Appendix II (Part A).

Reporting and Web Interface

We will provide an online web interface where certain details relating to Customer Payments can be viewed by you (the “Web Interface”). We hereby exclude, to the fullest extent permissible by law, any liability or responsibility resulting as a consequence of non-functionality, server down-time, damage, destruction or such similar circumstances affecting the Web Interface.

Payment of Charges and Your Other Obligations

• You shall pay us the Charges as consideration of the service for Easypay Channel Payments performed by us under this Agreement. You and we agree that we will deduct the Charges from each Customer Payment at the time of collection and/or receipt of Customer Payment by us.
• The Charges may be amended at any time by providing thirty (30) days prior written notice to you and where such amendment shall be final and binding upon you (without objection for any reason whatsoever) and be an integral part of this Agreement.
• Upon your request, we shall reverse any Customer Payment subject to (i) the Reversal Policy; (ii) you providing all documentation required by us in relation to the reversal; (iii) payment of Charges for reversal as applicable to the relevant Easypay Channel in which the Customer Payment was made; and (iv) settlement of amount equal to the reversal amount by you to us.
• You warrant and guarantee that goods, product or service which do not comply with any applicable law or regulation whether federal or provincial laws of the Islamic Republic of Pakistan will not be offered, sold or delivered on any Website or Mobile Application.

Liability for Verification or Identity

• We shall not be responsible or liable, under any circumstances whatsoever, for (i) investigating or verifying credentials (such as, but not necessarily limited to, phone number or email address) or the identity of, or any information whatsoever provided by, a person making a Customer Payment; or (ii) identifying and screening the individuals making Customer Payments.
• For the avoidance of doubt it is clarified, that you shall indemnify and hold us and our agents, officers, employees, nominees, representatives harmless from any loss, or damage arising as a result of incorrect information sent by you regarding a Customer Payment (whether or not such incorrect information was sent deliberately).

Representations and Warranties

• You represent and warrant that:
  • in case of a company, you are a company duly formed and existing under the laws of the Islamic Republic of Pakistan;
  • you have the requisite corporate power and authority to enter into this Agreement and the execution and delivery of this Agreement and the performance of your duties and obligations under this Agreement have been authorized by appropriate corporate action;
  • your execution and delivery of this Agreement and the performance of your duties and obligations under this Agreement will not violate or constitute a default under any other agreement to which you are a party or any law for the time being in force;
  • you shall keep your Website fully functional, up-to-date, secure and accurate at all times;
  • you shall prominently make visible the Easypay logo and all necessary information on your Website to ensure that Customers are aware that payments can be made through Easypay and the correct procedure to carry out such payments through Easypay; and
  • prior to processing a Purchase Order placed by a Customer, you shall verify the receipt of the Customer Payment through the Web Interface.
• You agree that you shall protect, indemnify and hold us harmless as well as our respective directors, officials, officers, partners, members, employees, trustees, agents, successors and assigns (collectively, the “Indemnified Parties”) from and against all liabilities, damages, claims, demands, judgments, losses, costs, fees, expenses, suits, actions or proceedings (including reasonable fees and disbursements of counsel) arising out of or in connection with this Agreement due to any unlawful or illegal actions, acts or omissions or the negligence or wilful misconduct of any of your directors, officials, officers, partners, members, employees, trustees and agents in relation to any and all activities relating to this Agreement.

Marketing / Intellectual Property

• You shall not use, disseminate, exploit for profit or pass off as your own, any intellectual property of ours, including but not limited to Easypaisa or Easypay, our corporate logos, Telenor, any other related brand, or any of our advertising material, unless approved by us in writing in advance.
• Without prejudice to the other provisions of this Agreement, any infringement of intellectual property rights by you shall be deemed to be a material breach of a condition of this Agreement and shall entitle us to terminate this Agreement forthwith upon written notice to you.

Implementation Period

Subject to compliance with the requirements of this Agreement by you, and the Website being live tested and successfully integrated with the Easypay Systems to our complete satisfaction and sole discretion, we agree that we shall commence the service of providing Easypay Channel Payments in respect of Customer Payments at the expiry of seven (7) Business Days of the date of signing of this Agreement.

Compliance with Branchless Banking Regulations

You and we agree that the service of Easypay Channel Payments to be provided by us hereunder shall always be provided within the limitations of and in accordance with the Branchless Banking Regulations. Without prejudice to the generality of the foregoing, it is agreed that, notwithstanding anything contained herein, only fund amounts within the limits prescribed by the Branchless Banking Regulations for money transfers will be disbursed by us under this Agreement and fund amounts in excess of any prescribed limits will not be disbursed by us.

Limitation of Liability

• You agree that we shall only be liable to you for fulfilling our obligations as part of the Services outlined in this Agreement. In the event of any error on our part, where a Customer Payment has not been fully paid (i.e. all or part of the Customer Payment has not been remitted to you), our obligation and liability shall be strictly limited and restricted to remitting / transferring the amount that remains deficient and outstanding, upon the same being brought to their notice in accordance with the terms hereof.
• You agree and acknowledge that we shall not be liable and shall in no way be held responsible for any losses or damages whatsoever, whether such damages are direct, indirect, incidental or consequential and irrespective of whether any claim is based on loss of revenue, interruption of business for you or any loss of any character or nature whatsoever, and whether sustained by you or by any other person. You further agree and acknowledge that we are merely providing a payment mode and mechanism and you shall not involve us in any dispute of any nature that may arise between you and a Customer.
• We expressly disclaim, to the fullest extent of the law, all warranties, express or implied, written or oral, including but not limited to warranties of your ability and fitness for a particular purpose with respect to the Online Payment Solution.
• You shall forthwith report to us any discrepancy in the execution of a Customer Payment by us. You agree that, in any event, you shall not be entitled to dispute the correctness of the execution of the Customer Payment or the amount paid and received, after fourteen (14) Business Days from the date of the relevant Customer Payment.

Appendix II Part B

Reversal Policy

• Any Branchless Banking Account reversals will be made as refund into the applicable Branchless Banking Account.
• In the event of reversing Customer Payments at Easypaisa Outlets the following steps shall apply, as calculated upon the aggregate amount of Reversals processed by us in that calendar month:
  • Reversals of Customer Payments in an amount from PKR 1 (Pakistan Rupees One only) up to PKR 15,000 (Pakistan Rupees Fifteen Thousand only) shall be on the basis of the Customer's computerised national identity card number as issued by NADRA and shall be paid in cash, to be collected by the Customer from any Easypaisa Outlet in Pakistan; and
  • Reversals of Customer Payments exceeding PKR 15,000 (Pakistan Rupees Fifteen Thousand only) shall be credited to the Customer's bank account, the details of which shall be provided by you to us.
• Any reversals or refunds processed pursuant to this Agreement and Reversal Policy will only be made upon the your request as received on your letterhead.
• Any reversals of Customer Payments in relation to Branchless Banking accounts or at Easypaisa Outlets will be completed within 2 Business Days of the date the reversal request was approved.