Terms and ConditionsThis Agreement
You and We shall hereinafter be collectively referred to as “Parties” and individually as a “Party”. DefinitionsIn 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:
“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 RenewalThis 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
Confidentiality
Exclusion of Liability and Force Majeure
Waiver and Cumulative Rights and RemediesNo 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
Entire Agreement
Status of the PartiesNothing in the Agreement shall be construed as constituting a partnership, joint venture or agency between or among you and us. Further AssuranceAt 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. CostsExcept 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. CounterpartsThis Agreement may be made and executed in any number of counterparts, which together constitute one Agreement. SeverabilityEach 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:
Assignment / No AgencyThis 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. AmendmentsAmendments 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 JurisdictionThis 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
Disclaimer of WarrantyWe 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. IndemnityYou 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:
Appendix I Part ACredit and Debit Card PaymentsIn 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: DefinitionsIn 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
Online Payment Solution
Miscellaneous
Payment Mechanism
Termination
Minimum Encryption Standards and Security of Cardholder DataYou shall be obligated to use encryption standards of 128 bits or more in respect of all Card Transactions. Appendix I Part BReversal Policy
Appendix II Part AEasypaisa Channel PaymentsIn 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: DefinitionsIn 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:
“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:
“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
Customer Payments Collection Mechanism
Customer Payment Receipt
Reporting and Web InterfaceWe 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
Liability for Verification or Identity
Representations and Warranties
Marketing / Intellectual Property
Implementation PeriodSubject 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 RegulationsYou 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
Appendix II Part BReversal Policy
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