Freedom Pay Connection Agreement

Subject matter

Freedom Pay LLP (hereinafter referred to as the System Operator) provides the Merchant with the payment service, as well as information technology support within the framework of providing the Services for accepting payments from Cardholders in favor of the Merchant for goods/works/services sold by the Merchant through the System in accordance with the procedure and in compliance with the requirements determined by the terms of this Agreement for connection to the Freedom Pay system. The Merchant, in turn, undertakes to pay the System Operator a fee in the amount, within the timeframes and on the terms specified in this Agreement and on the System Operator's website.

The System Operator, on behalf of the Merchant, undertakes to provide information and technology support to the Settlement Participants, including collecting, processing and transmitting information within the framework of Payments initiated by the Merchant in favor of the Transfer Recipients through the System in accordance with the procedure and in compliance with the requirements determined by the terms of this Agreement. The Merchant, in turn, undertakes to pay the System Operator a fee in the amount, within the timeframes and on the terms specified in the Agreement and on the System Operator's website.

General Terms
1.        The scope of provision of Services is determined by the following:
•         Specifics of the Connection Agreement;
•         Terms and their meaning.
2.        This Agreement has the following specifics:
•         The terms of the Agreement are defined by the System Operator in a standard form and are subject to acceptance by the Merchant by joining this Agreement as a whole, without exceptions or limitations.
•         The Agreement contains General and Special Terms.
•         The General Terms are defined and applicable regardless of the Governing Law.
•         Special Terms are defined to supplement the General Terms depending on the Governing Law.
•         In the event of a conflict between the General Terms and Special Terms, the Special Terms shall prevail.
•         The documents that form the integral parts of the Agreement include the Merchant questionnaire, as well as other documents specified in the Special Terms and having prevailing force according to the reverse order of their listing.
•         The System Operator has the right to unilaterally amend the terms of the Agreement aimed at: improving the quality and availability of the Services; ensuring the efficiency and reliability of the System; compliance with the governing law, rules and conditions of payment methods and amendments thereto.
•         Unless otherwise specified in the Special Terms, changes to the terms of the Agreement shall enter into force from the moment of publication of the updated version of the Agreement on the Internet on the System Operator's website or the conditions in the Merchant's Personal Account in terms of available payment methods and commission fees.
3.        The following terms have the following meaning:
•         System Operator – a legal entity that, in accordance with the governing law, ensures the functioning, use and connection to the System.
•         Freedom System Pay - a hardware and software complex, as well as related tools and resources used by the System Operator to provide Services.
•         Service - services that provide information and technological interaction between the beneficiary ( Merchant ) - an individual entrepreneur, legal entity and the payment service provider (Bank) when the latter transfers money in favor of the beneficiary for payments received from payers without the participation of third parties.
•         Payment order – a request to carry out an operation to accept a payment or make a payment towards the execution of an Order.
•         Payment acceptance – acceptance and execution of payment from the Sender in favor of the Merchant .
•         Payment – execution of the Merchant’s order to make a transfer in favor of the Recipient.
•         Operation – an operation to receive payment or make a payment.
•         Order – GWS to be delivered by the Merchant .
•         GWS – goods and/or work and/or service offered in the Merchant’s infrastructure .
•         Merchant – a legal entity or an individual carrying out activities without forming a legal entity (individual entrepreneur), in accordance with the Governing law, ensuring the execution and fulfillment of the Order.
•         Sender – an individual or legal entity that has placed an Order using the Payment Acceptance Service.
•         Recipient – an individual or legal entity who has placed an Order using the Payment Service.
•         Funds and resources – organizational, informational, technological, material, intellectual, labor, financial, legal and other funds and resources, including (but not limited to): a website on the Internet, premises and equipment, information system, personnel, funds, registration, licenses, contractual relations, rules and standards, etc.
•         Merchant Infrastructure –means and resources that the Merchant provides for its use.
•         Settlement participants – Sender, Recipient, Merchant, Bank, System Operator, other settlement participants (if necessary).
•         Payment Method – a set of funds and resources under a specific trademark that provides authorization and an appropriate method for conducting transactions between settlement participants, including a legal entity (bank or other organization) that represents the Payment Method in relations with the System Operator and under the Agreement.
•         Bank – a second-tier bank of the Republic of Kazakhstan that accepts and pays out funds to Merchants when Cardholders carry out transactions for the purchase of goods/works/services on the Merchant website using Payment Cards (their details) under the terms of the Internet Acquiring Agreement.
•         Agreement – this Agreement of connection to the Freedom Pay System, posted on the System Operator’s website, including the General Terms, Special Terms and documents that form integral parts of the Agreement.
•         Personal account – a specialized section of the Merchant in the Operator System, which provides the Merchant with access to information about operations on the Services, as well as the use of other functional capabilities of the Operator System.
•         Governing law – the legislation of the country determined in accordance with the Special Terms for the purpose of regulating the relations of the Parties under the Agreement.
•         Party – System Operator or Merchant, according to the context of the terms.
•         Parties – System Operator and Merchant .
•         International Payment Method, IPM – a payment method that provides authorization and acceptance of cards as a method of conducting transactions under the trademarks of Visa, MasterCard. Other international and national Payment Methods may also be specified as IPMs under the Agreement, including, but not limited to, Union Pay, American Express, Diners Club, JCB etc.
•         Applicable requirements – Governing law, rules and standards of the Payment methods used, IR of the System Operator, accepted contractual obligations, including the Agreement.
•         IR – internal regulatory documents.
•         Operation register – an automatically generated report by the System Operator indicating the amounts and other operation data for the reporting period.
•         Card, payment card – a tool for accessing the management of a bank account, containing information that allows the holder of such a payment card to make payments, transfers, receive cash from ATMs, and also perform other operations determined by the bank issuing the payment card and on its terms.
•         POS terminal – an electronic-mechanical device through which payment is accepted using a payment card.
•         Other terms – terms which meaning is defined in the Special Terms, as well as other documents that form integral parts of the Agreement.
4.        The procedure for providing Services is determined as follows:
•         Connecting the Merchant to the System;
•         Carrying out calculations;
•         Disconnecting the Merchant from the System.
5.        The procedure for connecting a Merchant to the System consists of the following provisional stages:
•         Registration of application;
•         Access to a Personal Account;
•         Filling out the questionnaire;
•         Collection of documents;
•         Verification;
•         Joining the Agreement;
•         Integration;
•         Setting up parameters for processing operations;
•         Testing;
•         Activation of “combat mode”.
6.        Registration of application:
•         The Merchant initiates a connection to the System using the appropriate functionality for submitting a connection application on the System Operator’s website.
•         The system automatically registers the Merchant’s application for connection and sends confirmation to the email address specified when submitting the application.
7.        Access to a Personal Account:
•         Confirmation of registration of the Merchant’s application for connection contains instructions, an identifier (login) and a password for authorizing access to the Merchant’s Personal Account in the System.
•         Following these instructions, the Merchant logs into the Personal Account and proceeds to fill out the form.
8.        Filling out the questionnaire:
•         The Merchant fills out the form in the Personal Account by indicating data in accordance with the Governing law and the requirements of the Agreement.
•         For assistance in filling out the questionnaire, the Merchant can contact the System support service using the contacts indicated in the received confirmation of application registration or on the System Operator’s website.
•         To assist in filling out the questionnaire, the System Operator can independently contact the Merchant using the contacts specified in the connection application.
9.        Collection of documents:
•         The Merchant provides the System Operator with a package of documents required in connection with filling out the questionnaire in accordance with the conditions specified in the Personal Account.
•         The initial provision of a package of documents is carried out by the Merchant by uploading photographs or copies of the original documents in the Personal Account.
10.      Verification:
•         The System Operator checks the completeness and compliance of the questionnaire and package of documents with the Applicable Requirements.
•         If necessary, in accordance with the Applicable Requirements, the System Operator requests missing or additional documents from the Merchant for verification.
•         The System Operator informs the Merchant about the verification result.
11.      Joining the Agreement:
•         If the verification result is positive, the Merchant joins the Agreement.
•         Unless otherwise expressly specified in the Special Terms, the provision by the Merchant to the System Operator of a questionnaire, a package of documents and other required documents that form integral parts of the Agreement, certified in accordance with the Applicable Requirements, means acceptance of the terms and accession to the Agreement.
•         The Agreement shall enter into force from the moment the System Operator registers the fact that the Merchant has submitted a questionnaire, a package of documents and other required documents that form the constituent parts of the Agreement, certified in accordance with the Applicable Requirements and fully corresponding to the positive result of the verification.
12.      Integration:
•         The System Operator provides the Merchant with documentation on integration with the System and, if necessary, assists the Merchant in implementing integration with the System.
•         The Merchant , in accordance with the received documentation, carries out integration with the System.
13.      Setting up parameters for processing operations:
•         The System Operator configures the parameters for processing the Merchant’s operations in the System in accordance with the terms of the Agreement and the Applicable Requirements.
•         The System Operator transfers to the Merchant virtual and/or material equipment (including electronic and/or land-based POS terminals) to be provided by the System Operator within the framework of the Services.
14.      Testing:
•         Initially, the System Operator sets up a test mode for conducting operations for the Merchant.
•         The Merchant carries out operations in test mode through the System, informs the System Operator about identified errors and eliminates errors that occur on the Merchant’s side.
•         The System Operator eliminates the identified errors and informs the Merchant about errors that occur on the Merchant’s side .
15.      Activating the "combat mode":
•         After setting up the parameters for processing operations, the System Operator activates the ability for the Merchant to switch to “combat mode” for conducting operations in the System.
16.      Carrying out calculations:
•         The System Operator collects funds for accepted Payments in favor of the Merchant, received in the transit account of the System Operator, specified in the special terms of the Agreement, through the System.
•         The System Operator transfers funds for accepted Payments to the Merchant’s bank account specified in the completed and signed Merchant form, minus the remuneration, and also within the timeframes and under the conditions specified in the Agreement.
•         Payouts are carried out at the expense of the Merchant’s balance in the System, replenished by the Merchant by transferring funds to the transit account of the System Operator specified in the Agreement. The Merchant’s balance in the System is replenished within 3 (three) business days from the moment the Merchant’s funds are received in the transit account of the System Operator.
•         The System Operator issues the Cardholder an electronic document confirming the Cardholder’s completion of the transaction and the debiting of the System Operator’s commission from the Cardholder.
•         The System Operator’s remuneration for accepting Payments and Payouts is a certain percentage rate of the amount of accepted Payments and the amount of Payouts, respectively, the amounts of which are specified in the Special Terms section of the Agreement, and is calculated on the basis of the Registers that are generated automatically by the System.
•         The System Operator’s remuneration previously withheld for the payment acceptance operation for which a return operation was subsequently performed is not subject to return in favor of the Merchant.
•         The System Operator, every month before the 10th (tenth) day of the month following the reporting month, generates in electronic form and sends to the Merchant’s email address a Certificate of services rendered (work performed), based on the Registers.
•         The Merchant is obliged to verify the data specified in the Registers within a period of not more than 10 (ten) business days from the date of receipt of the Certificate of Services Rendered (Work Performed). In the absence of objections, the System Operator shall, within the period specified in this clause, sign and send to the Merchant 2 (two) copies of the Certificate of Services Rendered (Work Performed) and an invoice for the amount of remuneration specified in the Certificate of Services Rendered (Work Performed).
•         The Merchant signs and sends to the System Operator one copy of the Certificate of Services Rendered (Work Performed), signed by the Parties, within 5 (five) business days after receiving it from the System Operator. The second copy remains with the Merchant .
•         In case of disagreement with the data provided in the Registers, the Merchant is obliged to provide the System Operator with a reasoned justification and supporting documents within 5 (five) business days to carry out the reconciliation.
•         Within 5 (five) business days from the date of receipt of the Merchant’s reasoned justification , the System Operator is obliged to reconcile the discrepancies identified by the Merchant. If the discrepancies are confirmed during the reconciliation, the System Operator, within the period established by this clause of the Agreement, shall generate a Certificate of Services Rendered based on the corrected data. The Parties shall then act on the basis of Part 7 and 8 of Clause 16 of the Agreement.
•         If the Merchant , within 10 (ten) business days, does not provide the System Operator with a signed Certificate of Services Rendered (Work Performed) or a reasoned justification provided for in Part 9, Clause 16 of the Agreement, the Certificate of Services Rendered (Work Performed) is considered accepted by the Merchant , and the services are considered to be properly rendered by the System Operator.
17.      The procedure for disconnecting a Merchant from the System consists of the following provisional stages:
•         Notice of termination of the Agreement;
•         Blocking of operations;
•         Return of equipment;
•         Conducting mutual settlements;
•         Closing access to the Personal Account;
•         Storage of documents.
18.      Notice of termination of the Agreement:
•         The Party initiating disconnection from the System shall send the other Party a notice of termination of the Agreement in accordance with the requirements of the Agreement, indicating the date and grounds (if any) for such termination.
•         The termination period is set in accordance with the requirements of the Agreement.
19.      Blocking of operations:
•         The Party initiating disconnection from the System blocks transactions through the System from the date of sending the notice of termination of the Agreement.
•         The Party that has received notice of termination of the Agreement shall block transactions through the System from the date of receipt of such notice, unless otherwise specified in the Special Terms.
20.      Return/disconnection of equipment:
•         The Merchant returns and/or disconnects from the equipment (both electronic and land-based POS terminals) provided by the System Operator within the framework of the Services.
21.      Conducting mutual settlements:
•         After blocking the execution of transactions through the System, the parties perform reconciliation and subsequent mutual settlement within the time frame and under the conditions specified in the Agreement.
•         The Merchant returns (if previously received) ground equipment (POS terminals) provided by the System Operator within the framework of the Services.
22.      Closing access to the Personal Account:
•         The agreement is considered terminated provided that the parties have completed mutual settlements and fulfilled the obligations assumed under it.
•         After termination of the Agreement, the System Operator blocks the Merchant’s access to the Personal Account in the System.
23.      Storage of data and documents:
•         After termination of the Agreement, the System Operator shall store the Merchant’s data and documents for the period established in accordance with the Special Terms and other Applicable Requirements.
24.      The requirements for the provision of Services are determined by the following:
•         Chargeback, refund of money to the Cardholder
•         Responsibility of the Parties
•         Confidentiality
•         Dispute resolution
•         Requirements for the Merchant to use the System
25.      The rights and obligations of the Parties are determined by the following:
•         Merchant's rights
•         Merchant's Obligations
•         Rights of the System Operator
•         Obligations of the System Operator
26.      Merchant's rights:
•         Use the functionality of the System after the System Operator provides access to the Personal Account;
•         Receive technical and information support from the System Operator in connection with the use of the System;
•         Post information about cooperation with the System Operator, including the logo, trademark, company name or other means of individualization of the System Operator in the Merchant’s infrastructure in accordance with the Applicable Requirements, subject to prior approval by the Parties;
•         Stop interacting with the System in accordance with the Applicable Requirements;
•         Make claims and demand compensation for actual damages in the event of a violation of the Applicable Requirements by the Operator;
•         Use electronic and/or ground equipment (including POS terminals) provided by the System Operator within the framework of the Services, in accordance with the Terms of Safekeeping and other documents that form integral parts of the Agreement.
27.      Merchant's Obligations:
•         Use the System in accordance with the terms of the Agreement and Applicable Requirements;
•         Provide the Operator with reliable data and information necessary in connection with the use of the System, including connection and disconnection from the System;
•         Ensure and be responsible for the confidentiality of their ID (login) and password for accessing their Personal Account;
•         Immediately notify the System Operator of any suspected unauthorized use of the identifier and password for access and functionality in the Merchant’s Personal Account ;
•         Ensure and be responsible for the security of the infrastructure used when interacting with the System;
•         Provide assistance and necessary information during investigations in accordance with Applicable Requirements;
•         Not to use the System for illegal activities in accordance with the Applicable Requirements, including, but not limited to, not to take actions that mislead other persons regarding the Services provided by the System Operator and that could directly or indirectly damage the business reputation of the System Operator;
•         Independently account for income from transactions in the System and pay taxes in accordance with the legislation of the country of your jurisdiction;
•         Do not allow a negative balance of funds in the System;
•         Be fully responsible for cancelled and/or disputed transactions carried out in the System;
•         Reimburse, at the request of the System Operator, confirmed actual damages incurred as a result of the Merchant’s violation of the Applicable Requirements, including penalties imposed by the Payment Method within 180 (one hundred eighty) calendar days from the date of termination of the Agreement.
•         Independently resolve any claims that are not directly related to the violation by the System Operator of its obligations under the Agreement;
•         Post information about the conditions for conducting transactions provided by the System Operator;
•         Not to transfer your rights and obligations under the Agreement to a third party who is not a Party to the Agreement without the written consent of the System Operator;
•         Promptly inform in writing about all changes that are essential for the full and timely fulfillment of obligations under the Agreement;
•         Accept, store and return the received ground equipment (including POS terminals) provided by the System Operator within the framework of the Services, in accordance with the Terms of Safekeeping  and other documents that form integral parts of the Agreement.

28.      Rights of the System Operator:
•         Use data and information provided by the Merchant to provide Services;
•         Post information about cooperation with the Merchant, including the logo, trademark, company name or other means of individualization of the Merchant in the means and resources used by the System Operator in accordance with the Applicable Requirements, subject to prior approval by the Parties;
•         Determine and make changes to the terms of the Agreement, the procedure and conditions of operation, as well as the functionality of the System in accordance with the Applicable Requirements;
•         Modify, expand or limit the functionality of the Merchant’s Personal Account, as well as block the Merchant’s access to the Personal Account in accordance with the Applicable Requirements;
•         Suspend the operation of the System and/or the provision of Services in the event of detection of malfunctions, errors and failures, or violation by the Merchant of the Applicable Requirements, as well as for the purpose of mitigating or preventing unauthorized access and suspicious or fraudulent transactions;
•         Request data and information from the Merchant , as well as take other measures necessary in connection with the provision of Services;
•         Make claims and demand compensation for actual damages in the event of a breach of the Applicable Requirements by the Merchant ;
•         Charge the commission fee provided for in the Agreement;
•         Write off the amounts of the Merchant’s unfulfilled obligations under the Agreement from the System’s balance sheet without acceptance ;
•         Check the Merchant’s compliance with the requirements for the storage and use of the received equipment (including POS terminals) provided by the System Operator within the framework of the Services, in accordance with the Terms of Safekeeping and other documents that form integral parts of the Agreement.
29.      Obligations of the System Operator:
•         Ensure the round-the-clock uninterrupted functioning of the System, except in cases of suspension of the functioning of the System, as provided for in accordance with the Applicable Requirements;
•         Immediately take the necessary measures to resume the functioning of the System and notify the Merchant of the reasons and timing of the suspension of the functioning of the System;
•         Ensure appropriate security conditions when conducting transactions, including confidentiality and protection of personal data in accordance with Applicable Requirements;
•         Provide information and technical support in connection with the provision of Services;
•         Reimburse, at the request of the Merchant confirmed actual damages incurred as a result of the violation by the System Operator of the Applicable Requirements;
•         Transfer to the Merchant the equipment (including POS terminals) subject to provision by the System Operator within the framework of the Services, in accordance with the Terms of Safekeeping and other documents that form integral parts of the Agreement.
30.      Chargeback, refund of money to the Cardholder:
•         If the System Operator/Bank receives a Chargeback, the System Operator submits a written request (on paper or in electronic form) to the Merchant to provide documents confirming the fulfillment of obligations for the supply of goods/works/services.
•         The Merchant must provide the System Operator with the documents requested by the System Operator in accordance with the terms of the Agreement, within the time period specified in the Special Terms of the Agreement.
• In the absence of the documents from the Merchant required to be submitted to the System Operator/Bank in accordance with the terms of the Agreement, or in the event of their failure to submit them within the time period specified in Part 1 and 2 of Clause 30 of the Agreement, or in the event that the Merchant agrees with the fact of non-fulfillment or improper fulfillment by the Merchant of its obligations to the Cardholder, or in the event that the Transaction is indisputably recognized by the IPS/Bank as fraudulent, the System Operator, at its own expense, shall return the Transaction amount subject to return to the Cardholder, and shall subsequently withhold this amount from the funds subject to transfer to the Merchant's account. The Merchant hereby expresses its consent to the withholding by the System Operator of the Transaction amount returned by the System Operator or the Bank to the Cardholder from the funds subject to transfer to the Merchant's account.
•         Crediting of funds by the System Operator to the Merchant's account for Transactions does not mean final and indisputable recognition of the sanctioning of such Transactions. Such Transactions may be recognized as unauthorized in accordance with the legislation of the Republic of Kazakhstan, the Agreement and the IPS rules. The Merchant hereby assumes all risks associated with the possible recognition of the Transaction as fraudulent and undertakes to unconditionally return the money to the System Operator in the event that the System Operator receives a Chargeback .
•         In the event that the Bank, the System Operator, identifies Transactions, the sanctioned nature of which raises suspicions in the Bank, the System Operator, the System Operator has the right to suspend Payments for goods/works/services in the Merchant’s Online Store using cards through the System Operator’s Online Payment System and crediting the Merchant’s account with funds for such Transactions. The crediting of funds is suspended for the duration of the investigation into the sanctioned nature of the Transactions, but not more than 180 (one hundred eighty) calendar days from the date of the Transaction.
•         In the event that IPS recognizes the unauthorized nature of Transactions, before sanctions are assigned to the Bank, the IPS System Operator, the System Operator has the right, in order to ensure execution, not to transfer amounts to the Merchant’s account for unauthorized Transactions.
•         If, prior to the expiration of the periods stipulated by the IPS requirements for the assignment of sanctions on Transactions, such sanctions are assigned, the System Operator shall reimburse IPS for the amounts of unauthorized Transactions at the expense of the Merchant .
•         If, upon expiration of the periods stipulated by the IPS requirements for the assignment of sanctions on Transactions, such sanctions are not assigned to the System Operator, or if IPS recognizes the sanctioning of Transactions, the amounts for which are withheld by the System Operator in accordance with this part of the Agreement, the System Operator undertakes to return the withheld funds to the Merchant’s account .
•         If the Chargeback amount exceeds 1% (one percent) of the amount of all Transactions in relation to the Merchant preceding the date of exceeding the specified percentage ratio, the System Operator has the right to suspend the processing of Transactions (including crediting funds to the Merchant’s accounts ) for a period of up to 180 (one hundred eighty) calendar days.
•         If information is reflected in the IPS reports on questionable card transactions and/or the amount of Chargeback on the Merchant’s transactions exceeds 5% of the amount of all Merchant transactions for one year, the System Operator has the right to stop processing the Merchant’s transactions , including crediting funds to the Merchant’s account .
31.      The liability of the Parties is determined as follows:
•         Liability of the Parties
•         Limitation of liability
•         Force majeure
32.      Liability of the Parties:
•         The Merchant is fully liable to the System Operator for the actions of persons who have access to the management of the Online Store, in relation to Payments and Payouts made through the System in violation of the requirements of the Agreement, as well as for actions directed against the System Operator and the Settlement Participants.
•         The System Operator is fully liable to the Merchant for the actions of persons who have access to the management of the System, in relation to Payments and Payouts made through the System in violation of the requirements of the Agreement, as well as for actions directed against the Settlement Participants.
•         The Merchant shall be fully liable for any damages caused to the System Operator and third parties as a result of its failure to comply with the Applicable Requirements in carrying out its activities, including carrying out activities through the System.
•         The System Operator is fully liable for damages caused to third parties, the Merchant as a result of the Merchant’s failure to comply with applicable requirements in carrying out its activities, including carrying out activities through its own System.
•         In the event that the System Operator incurs any losses due to the actions or inactions of the Merchant in connection with claims submitted by Cardholders due to the Merchant’s failure to fulfill its obligations to Cardholders, the Merchant undertakes to compensate for such damages in full.
•         In the event that the System Operator incurs any actual losses associated with the actions or inactions of the Merchant due to the Merchant’s improper and/or untimely fulfillment of its obligations to the System Operator, the Merchant undertakes to compensate for these losses in full.
•         The Parties shall be liable for the disclosure or loss of confidential information specified in the Agreement in accordance with the current Applicable Requirements.
•         The Merchant is obliged to compensate the System Operator for any losses incurred by it, if such losses were related to the sale of Merchant’s GWS that are prohibited from sale in accordance with the Applicable Requirements and prohibited from sale via the Internet in accordance with the Rules of the International Payment Systems.
•         The Merchant is obliged to compensate the System Operator for fines and losses caused by fines within the framework of IPS violations due to the fault of the Merchant.
•         If the actions of one of the Parties result in losses (including actual damage and lost profits) and/or damage to the business reputation of the other Party, the guilty Party shall compensate the injured Party for the losses/damages caused, the amount of which is indicated in the written claim submitted by the injured Party and may be adjusted by an agreement signed by both Parties.
•         The parties in each individual case agree on the procedure for compensation for losses and/or damages.
33.      The System Operator shall not be liable to the Merchant in the event of:
•         provision by the Merchant of access to the Personal Account to third parties or other violation of confidentiality obligations;
•         the presence of malicious software when accessing the Personal Account and/or interacting with the System;
•         any disputes regarding transactions for the supply of goods and services or other transactions concluded by the Merchant using the System;
•         claims from tax, regulatory and law enforcement authorities against the Merchant regarding reporting or taxation of his transactions using the System;
•         temporary inoperability of the System associated with failures and errors in the operation of hardware or software that did not occur due to intentional actions or inaction of the System Operator (including, but not limited to, power outages or damage to communications networks, failures in the operation of software, Internet providers, Payment systems, the Bank, other communication channels and communications that are provided and serviced by third parties);
•         the impossibility of contacting the Merchant due to the provision of inaccurate data and information or failure to provide updated data and information;
•         failure of the Merchant to familiarize himself with the current version of the terms of the Agreement or the Applicable Requirements;
•         violations by the Merchant or the Merchant’s clients of the Applicable Requirements;
•         incorrect or erroneous formation of orders by the Merchant in the Personal Account;
•         erroneous or incorrect transfer of the Payment Order to the System Operator;
•         incorrect completion and/or transfer of incorrect data of the Payment Order to the System Operator;
•         indirect losses that go beyond actual damages, including: lost profits from loss and/or non-receipt of contracts, clients, time, data, reputation or other resources;
•         inaccuracy of information posted on the Merchant’s information resources .
34.      Force Majeure Events (hereinafter referred to as Force Majeure):
•         The Parties shall be released from liability for partial or complete failure to fulfill obligations under the Agreement if such failure was a consequence of force majeure circumstances, which include events that the Parties could not foresee or prevent, including: natural disasters, military actions, strikes, mass riots, other circumstances that entail equipment failure, software failures and data transmission system failures, as well as the issuance of acts by government bodies, the entry into force of legislative acts, government regulations and orders of government bodies and administration that are mandatory for one of the Parties and impede the fulfillment of obligations under the Agreement.
•         In the event of force majeure circumstances, each Party that fails to fulfill its obligations under the Agreement is obliged to take measures to notify the other Party of this in writing within 7 (seven) calendar days from the date of occurrence of such circumstances.
35.      Confidentiality:
•         The Parties undertake to not disclose information received during the execution of the Agreement that is confidential for each of the Parties, with the exception of responsible persons of the Parties authorized to receive and transmit information on behalf of each of the Parties in connection with the fulfillment of obligations under the Agreement. Confidential information in the Agreement means information that is not publicly available, the disclosure of which may lead to losses and/or affect the business reputation of any of the Parties, including information about clients, amounts and volumes of transactions, commission fees and other commercial information of the Parties.
•         The fact of the conclusion of the Agreement and the subject of the Agreement are not confidential information.
•         Confidential information may be provided to third parties only in the manner established by the Applicable Requirements, for the fulfillment of the terms of the Agreement or upon prior written agreement with the Party whose information may be disclosed (with a detailed indication of the nature of the information, indication of the third party, purposes, reasons and other material points relating to the information).
•         In the event of termination of the Agreement, the Parties undertake not to disclose or use in their own interests and/or in the interests of third parties the information received without the written permission of the relevant Party that provided the information.
36.      Dispute resolution:
•         In everything that is not provided for by the terms of the Agreement, the Parties are guided by the Governing law defined in the Special Terms.
•         All disputes and disagreements arising from or in connection with the Agreement shall, if possible, be resolved through negotiations between the Parties.
•         The procedure for filing claims is provided for by the Applicable Requirement.
•         If the Parties fail to reach an agreement, disputes and disagreements shall be resolved in the court specified in the Special Terms of the Agreement.
•         The Parties agree that the data and information provided by them in written or electronic form will be taken into account when considering any disputes and disagreements related to the Agreement.
37.      Term and termination of obligations:
•         Unless otherwise specified in the Special Terms, the Agreement is concluded for an indefinite period.
•         The Parties undertake to immediately notify each other of any changes in their bank and postal details, as well as any changes in their legal status that may significantly affect the fulfillment of obligations by the Parties to the Agreement. Until the moment of receipt of notification, obligations fulfilled according to previously provided details are considered to have been fulfilled properly.
•         Unless otherwise specified in the Special Terms, the Agreement may be terminated at the initiative of either Party by sending the other Party a written notice, sealed and signed by an authorized person, of the intention to terminate the Agreement not less than 30 (thirty) calendar days in advance.
•         The Agreement is considered terminated provided that the Parties fulfill all obligations under the Agreement. In this case, the Merchant’s obligations to compensate the System Operator for confirmed actual damages for penalties imposed by the Payment Method as a result of the Merchant’s violation of the Applicable Requirements shall remain in force for 180 (one hundred eighty) calendar days from the date of termination of the Agreement.
•         At the request of the Merchant, the Agreement may be suspended for a period not exceeding 10 (ten) calendar days. The basis for suspension of the Agreement is the written consent of the System Operator to the Merchant's request , containing the terms of suspension and the procedure for resuming the Agreement.
•         The Agreement may be terminated unilaterally at the initiative of the System Operator without observing the deadlines stipulated in Part 3 of Clause 37 of the Agreement in the event of the refusal of payment services and the acquiring bank to service the Acceptance of Payments and Payments of the Merchant, regardless of the reason for such refusal.
•         The Agreement may be terminated unilaterally at the initiative of the System Operator without observing the deadlines stipulated in Part 3 of Clause 37 of the Agreement, in the event of a breach by the Merchant of its obligations under the Agreement.
•         The Agreement may be terminated unilaterally at the initiative of the System Operator without observing the deadlines stipulated in Part 3 of Clause 37 of the Agreement, if, during the investigation of the transactions carried out by the Merchant , suspicions arise that business relations under this Agreement are being used by the Merchant for the purpose of legalizing (laundering) proceeds of crime or financing terrorism.
•         The Agreement may be terminated unilaterally at the initiative of the Merchant without observing the deadlines stipulated in Part 3 of Clause 37 of the Agreement, in the event of a breach by the System Operator of its obligations under the Agreement.
•         In case of unilateral termination of the Agreement, the initiating Party shall send a Notice of Termination of the Agreement in writing by mail with a return receipt requested or by courier. The Agreement shall be deemed terminated from the moment the other Party receives such notice.
•         In the event of unilateral termination of the agreement, the System Operator disconnects the Merchant from the System on the day the Notice of termination of the Agreement is delivered to the Party.
38.      The requirements for the Merchant to use the System are determined by the following:
•         List of prohibited GWS
•         Requirements for the Merchant infrastructure
39.      List of prohibited GWS:
•         software containing code that is aimed at the illegal use of data and information and/or causing harm to the user (including, but not limited to: hacking a user account; unauthorized violation of the integrity and/or deletion and/or modification and/or copying of data and information);
•         any products or services that violate the norms of public morality and order (including, but not limited to: prostitution and pornographic materials; materials aimed at promoting interethnic, ethnic, racial or religious hatred, discrimination, violence, terrorism, causing harm; dissemination of information that violates the confidentiality, honor, dignity and business reputation of individuals and legal entities);
•         illegal distribution of weapons, narcotic and psychotropic substances and precursors;
•         any products or services related to the illegal use of intellectual property, as well as state, commercial, banking and other protected information;
•         any products or services provided without the required permits (licenses);
•         any products or services aimed at the legalization (laundering) of money and (or) other property obtained by criminal means;
•         other GWS prohibited under the Applicable Requirements.
40.      Requirements for the Merchant infrastructure:
•         The Internet site, user application and other interfaces of interaction between the Merchant and the user (hereinafter referred to as the Interaction Interfaces) must function in accordance with the purpose displayed to the user;
•         Interaction interfaces must have a static IP address (Confirmation letter upon additional request of the System Operator). Interaction interfaces can be located on paid hosting (Virtual , VPS, VDS), in a data processing center owned or rented by the Merchant (collocation) or a server room at the actual location of the Merchant in the area rented by him.
•         It is prohibited to place graphic or textual information (including hidden information) of a sexual, narcotic, political, or nationalistic nature in the Interaction Interfaces, as well as to place links to this information in the Interaction Interfaces.
•         For Merchant who have product pick-up points, information about their location (actual address, directions) must be posted on the website.
•         The interaction interfaces must contain information about the legal entity (postal address, TIN/BIN, contact information of employees responsible for communication with clients).
•         The Interaction Interfaces must contain documents required to complete a transaction between the Merchant and clients in accordance with the requirements of the Governing law (public offer and other documents). In this case, the public offer must indicate the date of its last approval and placement.
•         The interaction interfaces must contain information (text, graphic) about licenses, permits from the manufacturer or government agencies for the products (services) being sold, allowing for a clear determination of who, by whom, for what period, for what type of activity or for what GWS these documents were issued (for licensed activities).
•         The Interaction Interfaces must contain information about the measures taken by the Merchant to ensure the security of payments using a plastic card, instructions for making payments using a plastic card, rules for the return of payments, goods and the resolution of disputes in accordance with the requirements of the Governing law.
•         The Interaction Interfaces must not contain broken pages (corresponding to HTTP compliance codes 301,302,401,403,404,502); there must not be links whose transition direction does not match the business logic of the Interaction Interfaces; there must not be links whose transition direction does not match that declared ones in the Interaction Interfaces; there must not be pages/links that redirect to other sites (without an explicit redirection).
• A payment mechanism with 3D Secure support and a refund mechanism must be defined and tested between the Merchant and the System Operator.
•         The declared categories of GWS reflected in the Merchant Questionnaire must correspond to the categories of GWS in the Interaction Interfaces.
•         Interaction interfaces must support a secure HTTPS connection with a certificate type of at least SSL123 with a valid expiration date.
•         If a personal account is implemented in the Interaction Interfaces, then:
•         the user authentication process must be protected by HTTPS;
•         the process of registering a new user must be protected by HTTPS and protected from password guessing by robots;
•         order processing (entering contact information, choosing delivery, etc.) must be protected by HTTPS and protected from password guessing by robots)
•         If there is no personal account in the Interaction Interfaces, then:
•         order processing (entering contact information, choosing delivery, etc.) must be protected by HTTPS and protected from password guessing by robots;
•         The control panel (administrator panel) of the interaction interfaces, if any, must be protected by HTTPS and protected from password guessing by robots.
•         The interaction interfaces must indicate the description and prices of the goods and services;
•         The description and prices of the goods and services displayed in the interaction interfaces must correspond to the current description and prices of the supplied goods and services, including within the framework of the Merchant’s transfer of data to the System;
•         Interaction interfaces must contain up-to-date information on the terms of delivery of goods, including regarding the return of goods, as well as information on the terms of operations provided for placement by the System Operator.

41. Guarantees:
The Merchant hereby gives consent to the collection and processing of personal data for the purpose of the provision of services by the System Operator to the Merchant, as well as to the transfer and cross-border transfer of the Merchant's personal data in accordance with the governing law. The Merchant undertakes to confirm the consent of the subjects of personal data to the collection and processing of personal data, as well as to the transfer and cross-border transfer of personal data, including holders of bank (payment) cards, whose personal data is contained in the documents and information received by the System Operator from the Merchant, to the processing and transfer of such personal data in accordance with the governing law specified in the Agreement.

Special Terms

Special Terms are defined to supplement the General Terms depending on the conditions of the Bank and the Governing Law.

42. In order to eliminate any discrepancies in the interaction between the System Operator and the Merchant under this Agreement when carrying out Operations, as well as to clarify the procedure for settlements between the System Operator and the Merchant under Operations, the System Operator guarantees that all Operations within the framework of the interaction of the Parties under the Agreement are carried out by the Bank using a specialized transit account of a second-tier Bank of the Republic of Kazakhstan, and the System Operator, for its part, grants the Merchant the right to accept IPS Payment Cards for the Bank to carry out Operations.
In accordance with the Agreement, the System Operator additionally assumes obligations to ensure, in the Agreement concluded with the servicing Bank on the provision of a specialized transit account for receiving payments and making payments, the Bank's obligation to assume unconditional responsibility for the proper direction of funds in favor of the final beneficiary (recipient of payment).
The Parties have determined that within the framework of the Agreement, the Merchant agrees that the System Operator:
• has the full right to unilaterally and immediately refuse to execute the Agreement concluded with the Merchant in the event that as a result of any actions or inactions of the Merchant, damage/harm to the business reputation of any of the IPS is caused (or there is a possibility of causing it). In this case, the System Operator notifies the Merchant of the termination of the Agreement within 3 (three) business days following the day of making such a decision with a justification for the reasons for termination of the Agreement.
• has the full right to disclose to IPS any information about the Merchant received by the System Operator in accordance with the terms of the Agreement.

43. Within the framework of the Agreement, the Merchant additionally assumes the following obligations:
• when the IPS/Bank/System Operator/law enforcement agencies/third parties engaged by the Bank/IPS/System Operator conduct an investigation of a crime/offence related to the performance of Transactions under this Agreement, the Merchant undertakes to provide the said persons (upon their request) with the documents and/or information requested by them, and to cooperate with them to achieve the said goals. The volume and content of the information/documents transferred by the Merchant under this clause to the third parties specified in this clause must be agreed upon in advance with the System Operator, except for cases when the provision of such information/documents is required in accordance with the legislation of the Republic of Kazakhstan;
• do not send a request for Transaction Authorization, or send a payment document to perform a Transaction or otherwise initiate a Transaction if it was previously disputed by the Bank/IPS/Issuing Bank/System Operator/Card Holder and/or a refusal to perform it/Refund was received;
• not to sell goods, works and/or services prohibited from circulation in the territory of the Republic of Kazakhstan and/or the country of the Issuing Bank in accordance with applicable legislation, as well as the IPS rules, and not to conduct Transactions, the implementation of which is prohibited in accordance with the legislation of the Republic of Kazakhstan and/or the Issuing Bank and/or the IPS rules;
• apply anti-fraud measures and not carry out Fraudulent transactions, as well as Transactions not authorized by the Cardholder in the manner prescribed by the legislation of the Republic of Kazakhstan and/or in the IPS rules and/or in the Agreement;
• store for 5 (five) years from the date of the Transaction and provide, upon written request of the System Operator within 2 (two) business days following the day of receipt of the said request, the following information and documents:
- information specified by the Cardholder when placing an Order/making a Card Transfer (except for information about CVC2 or CVV2, which cannot be received/stored by the Merchant );
- the date of the payment transaction/Card transfer, the date of shipment (transfer) of the Goods (provision of Services) to the Cardholder;
- description of the Goods (Services) purchased by the Cardholder;
- the delivery address specified by the Cardholder and the full name of the recipient of the Goods/Services;
- the number and amount of the Order/CASOUT Request, as well as the Authorization Code;
- copies of documents confirming the fact of sending, receiving (providing) the Goods (Services) by the Card Holder;
Failure to submit documents at the request of the System Operator within the specified time frame shall constitute grounds for the System Operator to present the Merchant with a demand for reimbursement to the System Operator of the amounts of the Transactions for which the System Operator made a request to the Merchant ;
• under no circumstances collect or process information about the CVC2 and/or CVV2 of the Payment Cards of Cardholders, or use information about the Payment Card number for purposes not related to the execution of the Transaction;
• not to carry out Transactions for the purpose of providing the Cardholder with cash in exchange for non-cash money received from him, or for the purpose of paying off the debt incurred by the Cardholder to the Merchant as a result of providing him with a cash loan or a trade loan;
• do not conduct separate Operations for payment of the Goods/Services and Operations for payment of taxes, which are levied on the income received by the Merchant from the sale/provision of this Goods/Service. Operations carried out for payment of the Goods/Services must include the amount of tax, which is levied on the income received by the Merchant from the sale/provision of this Goods/Services.
• not attempt in any way to disclaim financial responsibility for disputing completed transactions and not attempt to shift it to payment card holders by obtaining their consent to waive their rights to dispute completed transactions;
• when gaining access to Cardholder data, comply with the PCI DSS and/or IPS security requirements. In this case, the Merchant undertakes to immediately notify the System Operator if it has engaged (will engage) third parties who will have access to Cardholder data. If the Merchant gains access to Cardholder data, the Merchant undertakes to provide the relevant certificate of compliance of the Merchant with the PCI DSS and/or IPS security requirements on a quarterly basis or at the request of the System Operator/Bank and/or IPS. The Merchant undertakes to obtain and maintain the validity of the consent of third parties to disclose information about third parties to the Bank and/or IPS, if they receive Cardholder data;
• properly comply with the requirements for the Merchant’s Online Store, comply with the requirements for prohibited activities, as well as the list of documents required for submission to the System Operator and the Bank in the event of disputed transactions;
• The Merchant also assumes full and unconditional responsibility for the actions of its employees, as well as for their compliance with the provisions of this Agreement.

44. Requirement for the Merchant:
44.1. Design of the Merchant's Online Store:
• the site should not be located on free servers providing hosting services. All internal links of the site must be working, processed, the site must have a secure connection https ;
• there should be no links or banners of sites, as well as links of banner networks, that contradict the requirements of the current legislation of the Republic of Kazakhstan, including suspicious sites (for example, sites for adults, etc.), as well as links of banner networks in which banners of suspicious/prohibited content may appear;
• there must be clear identification of the Merchant , Goods and/or Services offered to Cardholders;
• The Merchant is obliged to explain the procedure and terms for the delivery of Goods and/or provision of Services;
• the final cost of Goods and/or Services must include delivery costs and VAT;
• The Merchant must provide an explanation of the procedure for replacing the Goods by the Merchant to the Cardholder in the event of delivery of low-quality and/or incomplete Goods;
• The Merchant must explain the procedure for returning the Goods by the Cardholder to the Merchant and the procedure for returning the money paid for the returned Goods, in the event of the Cardholder’s refusal to receive low-quality and/or incomplete Goods and/or Goods that do not correspond to the stated characteristics or description, or if the Goods are not delivered within the specified time;
• The Merchant is obliged to indicate the period for possible cancellation of the ordered Goods and/or Services;
• The Merchant is obliged to notify the Cardholder that the amount of the commission fee withheld under this Agreement for making a payment is withheld by the Bank from the payment amount, and by the System Operator depending on the agreement with the Merchant ;
• The Merchant is obliged to indicate the contact telephone numbers and postal address of the Merchant for the resolution of disputes;
• if the Merchant accepts only Payment Cards, Transactions on which through the Online Store are carried out using 3D Secure technology, the condition regarding this must be posted in the Merchant’s Online Store .
44.2. Prohibited activities
• The Merchant does not have the right to sell Goods or provide Services included in the list of prohibited activities:
- weapons and armaments;
- rocket and space systems, military communications and control systems and regulatory and technical documentation for their production and operation;
- waste radioactive materials;
- waste explosives;
- atomic energy;
- poisons, narcotics and psychotropic substances;
- counterfeit and/or falsified goods/services;
- issue and circulation of non-fiat currencies (cryptocurrency), with the exception of crypto exchanges registered at the AIFC and possessing the appropriate license;
- gambling (including payment for casino chips, gambling services, online casino sites, Bingo), as well as bookmaking services (accepting bets), in the absence of a license/permission from an authorized state body of the Republic of Kazakhstan;
- binary options;
- services of collection agencies, with the exception of residents of the Republic of Kazakhstan, who have permission from the authorized state body of the Republic of Kazakhstan;
- sales pyramids: multi-level sales, when people earn money from intermediaries without real goods or goods of dubious quality;
- databases containing personal data;
- escort services;
- Internet content of an erotic and pornographic nature;
- intimate goods and services
- products and services that incite or support racism, violence, hatred, discrimination, abuse, pedophilia or other immoral activities;
- trade in wild animals in the category "protected or endangered" or products from animals obtained by poaching or other illegal means.
45. List of documents required to be provided to the System Operator/Bank in the event of disputed transactions:
• Agreement on the terms of payment by payment card holders for goods and services sold through the online store or user agreement;
• Consignment note (or delivery sheet) with a list of delivered Goods and the signature of the Cardholder upon receipt of the Goods.
and/or
• A document confirming the receipt of the Services by the Cardholder, certified by the signature of the Cardholder.