AGREEMENT FOR QUICK RESPONSE (QR) PAYMENT COLLECTION SERVICES (the, “Services”)
(MERCHANT and MMBL shall hereinafter be collectively referred to as the "Parties" and individually as a "Party").
The Parties agreed that MMBL shall render the Services in accordance with the terms and conditions stipulated herein below
1.1. “Agreement” means this agreement for QR payment collection services.
1.2. “Branchless Banking” means alternative to conventional branch-based banking that allows financial institutions to offer financial services outside the bank premises by using delivery channels like retail agents, mobile phones etc. as per the Branchless Banking Regulations.
1.3. “Branchless Banking Account” or “BBA” means an account maintained by a Customer or Merchant with MMBL in which credits and debits may be effected by virtue of electronic fund transfers and which is used to conduct Branchless Banking activities in accordance with the applicable banking regulations.
1.4. “Branchless Banking Regulations” or “BBR” means the Branchless Banking Regulations issued by the Banking Policy & Regulations Department of the State Bank of Pakistan, and any other rules, regulations or laws applicable to Branchless Banking, as may be amended from time to time.
1.5. “Business Day” means a day (other than Sundays and public holidays) on which banks are open for business in Pakistan.
1.6. “Confidential Information” means all information received by one Party (the “Receiving Party”) from or on behalf of the other Party (the “Disclosing Party”) including, without limitation, know-how, ideas, concepts, technology, manufacturing processes, industrial, marketing and commercial knowledge of a confidential nature (whether in a tangible or intangible form) relating to or developed in connection with or in support of the business of the Disclosing Party (and any matter concerned with or arising out of this Agreement) and clearly designated as confidential at the time of disclosure or is by its nature confidential but does not include:
a. information which is or becomes part of the public domain (other than through any breach of this Agreement);
b. information rightfully received by the Receiving Party from a third party without a duty of confidentiality being owed by that Receiving Party to that third party, except where that Receiving Party has knowledge that the third party has obtained that information either directly or indirectly as a result of a breach of any duty of confidence owed to the Disclosing Party;
c. information which has been independently developed by the Receiving Party without recourse to the Confidential Information of the Disclosing Party; or
d. information which is in the possession of, or is known to, the Receiving Party prior to the date of provision of the Confidential Information by or on behalf of the Disclosing Party, to the extent that the Receiving Party is not bound by any existing obligation of confidentiality in respect of such information to the Disclosing Party;
1.7. “Customer” means any person who is a customer of the MERCHANT for the purpose of this Agreement.
1.8. “Discount” in relation to any transaction means the amount equivalent to the percentage discount of the amount of the transaction set out in Clause 2.2 to this Agreement.
1.9. “MERCHANT Designated Account” means a BBA opened and maintained by the Merchant with MMBL where all collections will be credited in real time.
1.10. “Quick Response Code” means a designated exclusive Code assigned to the MERCHANT by MMBL for routing of payment made by the Customer(s).
1.11. "Product and Service" means any product and/or service that a MERCHANT offers to provide, and that is availed by the Customer, the payment for which is to be made through the payment modes described in Table A as mentioned below.
1.12. “QR Payment Collection Services” means an electronic payment mode where customers are paying for MERCHANT product and service by using the payment mode defined below in Table A.
2. PAYMENT COLLECTION SERVICES
2.1. MMBL shall provide the QR Payment Collection Services, as detailed below and agreed between the Parties, through the chosen modes on behalf of the MERCHANT as consideration for MERCHANT Products and/or Services in accordance with the terms and conditions of this Agreement.noscript.
2.2. MMBL shall credit the MERCHANT Designated Account with the payment(s) received after deduction of MMBL’s Charges, in accordance with the schedule of charges of MMBL as per Annexure B, which may be amended by MMBL at its sole discretion without any notice.
2.3. All payments to the MERCHANT under this Agreement shall be made available to the MERCHANT in Pakistani Rupees only and shall be net taking into account of MMBL’s Charges and any applicable taxes which MMBL may be required by law to deduct, and any change in applicable tax rate shall be communicated to the MERCHANT by MMBL.
2.4. If the MERCHANT does not raise any objection to the amount of the payment by MMBL within  Business Days after the date MMBL credits the MERCHANT’s Designated Account, the MERCHANT shall be deemed to have accepted such amount as correct and shall not be entitled to object to it thereafter, provided that nothing in this Clause shall preclude MMBL from correcting any error or discrepancy in such amount paid by deducting the same from the MERCHANT Designated Account.
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3. MERCHANT OBLIGATIONS & RESPOSIBILITES- MERCHANT SHALL:
3.1. MERCHNAT shall open a Branchless Banking Account with MMBL for deployment of this payment collection service and will provide all required KYC documents.
3.2. Acknowledge and agree that MMBL is providing only the medium of payment to the Customer(s) of MERCHANT and MMBL shall not be held liable for any Customer claim of any nature whatsoever at any time during the currency and/or after expiry of this Agreement.
3.3. Carry out all verifications for the Customer as may be required on an independent basis. The MERCHANT is aware that MMBL is not guaranteeing any transactions with the MERCHANT Customers in any manner whatsoever.
3.4. Ensure that the best service standards in the industry are adopted and shall ensure delivery of all goods and services purchased for MERCHANT Customers in accordance with the highest standards.
3.5. Take all precautions as may be feasible or as may be directed by the MMBL to ensure that there is no breach of security and that the integrity of the link between the MERCHANT’s QR and the same is maintained at all times during the term of this Agreement.
3.6. Prominently display, at its premises, a logo/image/code provided by MMBL from time to time.
3.7. Be solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the Products and Services.
3.8. Bear and be responsible for the payment of all relevant taxes (including any applicable withholding taxes).
3.9. Bear and be fully responsible for any and/or all penalties, if any, imposed by any competent authority in relation to MERCHANT’s Product and Services.
3.10. Ensure that the MERCHANT’s System does not provide or otherwise discloses any Customer information or other Customer personal information or any Customer’s transaction details to any third party, except as required by law.
3.11. Comply with all instructions, in writing, whatsoever given to the MERCHANT by MMBL in response to a request by the MERCHANT for payment in connection with any transaction carried out pursuant to any payment instructions.
3.12. Permit the authorized representatives of MMBL to carry out, without notice, physical inspections of the place(s) of business of the MERCHANT.
3.13. Ensure that MMBL shall not be a party to the agreement between the Customers and the MERCHANT in any manner whatsoever. All contracts are directly between the MERCHANT and the Customers.
3.14. NOT offer or sell and warrants and guarantees that the following products and services will not be sold on any of its MERCHANTs premises:- 1)Firearms 2)Alcoholic beverages 3)Explosives 4) Pornography materials and services of any kind whatsoever 5) Live animals 6) Banned / illegal drugs or other controlled substances 7) Fireworks or pyrotechnic devices or supplies 8)Hazardous materials, combustibles, corrosives 9) web site memberships of pornography or illegal sites.10) Bulk E-mail software or mailing lists 11) Gambling transactions 12) Multi-Level Marketing collection fees 13) Matrix sites or sites using a matrix scheme approach 14) Work-at-home information 15) Search engine registration fees 16) Wire Transfer products 17) NGO18) Any product or service which is not in compliance with all applicable laws and regulations whether federal, provincial or local laws of the Islamic republic of Pakistan.
3.15. NOT at any time require the Customer to provide the MERCHANT with any details of the accounts held by them with MMBL including, the passwords, account number, card numbers and PIN which may be assigned to them by the MMBL from time to time.
3.16. NOT describe itself as an agent or representative of MMBL.
3.17. NOT make any representations to Customers or any third party or to give any warranties which may require MMBL to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to Customers or any third party.
3.18. The MERCHANT hereby expressly understands and agrees that MMBL shall not be liable whatsoever to pay the MERCHANT for any fraudulent and/or unauthorized Transaction(s). The MERCHANT shall solely bear/be liable for the entire loss without recourse to MMBL in case of any fraudulent or any unauthorized Transaction(s) effected by the MERCHANT on the MMBL (JazzCash) System.
3.19. The MERCHANT shall ensure that all the terms of this Agreement are strictly adhered to in letter and spirit by the MERCHANT. Any failure on the part of a MERCHANT to comply with the same shall be the responsibility of the MERCHANT and MMBL shall not be responsible for and shall remain fully indemnified by the MERCHANT against any direct or indirect consequences arising from such failure.
4. MMBL’S RIGHTS AND OBLIGATIONS
4.1. MMBL shall have the right to verify and investigate all transactions under the limits prescribed by law and to examine the MERCHANT’s, records (electronic or otherwise) and other papers relating to the transactions covered by the terms of this Agreement. For this purpose, the MERCHANT shall preserve all records pertaining to such Transactions for the period of at least two (02) years from the date thereof in the format as required by MMBL and intimated to the MERCHANT in writing through any acceptable medium.
4.2. MMBL shall at all times have the absolute right to suspend its provision of the payment services envisaged under this Agreement, with prior written notice of thirty (30) Business days to the MERCHANT, without assigning any reason.
4.3. MMBL shall not be responsible for any Customer complaint(s) and the MERCHANT shall indemnify and hold MMBL harmless from any Customer claims of any nature whatsoever. However, complaint(s) and queries of the MERCHANT in relation to the Services may be communicated to designated officials of MMBL for resolution.
5. COMPLIANCE WITH LAWS
5.1. MERCHANT shall ensure that it is acting in compliance with and shall at all times act in compliance with all laws, rules and regulations whether federal, state, local or international jurisdiction including without limitation, all applicable licensing, securities, stamp duty, income-taxes and other taxes and other censorship regulations, customs agents, state and local consumer protection agencies, and governing agencies regarding the sale of Products/Services in general, and shall at all times comply with the guidelines set by MMBL.
5.2. MERCHANT represents and warrants that it is legally authorized and has obtained all necessary licenses (intellectual property and otherwise), standard approvals, regulatory approvals and certificates to sell any product it intends to offer.
5.3. MERCHANT shall ensure that all licenses and registrations required by the MERCHANT are in full force and /or in accordance with the brand protection guidelines of the payment schemes and effect to enable the MERCHANT to carry on the business of sale of Products and Services.
5.4. MERCHANT shall not use the MMBL’s services and facilities in any manner or in furtherance of any activity, which constitutes a violation of any law or regulation or which may cause MMBL to be subject to investigation, prosecution or legal action.
5.5. MERCHANT agrees that the MMBL may, without notice to the MERCHANT, divulge or share any MERCHANT or Customer information with law enforcement or regulatory authorities in response to a valid subpoena, court order, or other similar order issued by any law enforcement official, regulatory official or any Federal or governmental agent. The MERCHANT agrees to deliver, acknowledge, execute or produce any documents, information, instruments, data (financial or otherwise) or certificates, and to cooperate and do such other acts and things as may be required by law, or as may be reasonably necessary for the compliance with the requirements of any federal, state, local or international law, or any regulations of any governmental agency or authority.
5.6. If MMBL, in its sole discretion, is given cause to believe that the MERCHANT has, will be, or is using the Services in violation of any law or regulation, or for questionable or illegal purposes, MMBL reserves the right to immediately hold funds in reserve, to refuse to accept further orders, and/or terminate Agreement with the MERCHANT immediately without owing any responsibility of loss and/or damage may occur to the MERCHANT.
5.7. Both Parties shall act in accordance with national and internationally recognized health, safety, security and environmental standards and in conformity with the applicable environmental, health, safety, security laws and regulations and shall not indulge in anti-competitive behavior, corruption, money laundering and other prohibited business practices.
6. LIMITATION OF LIABILITY
MMBL shall not be liable in any way whatsoever for any claims, liabilities, expenses, costs, loss or damage of whatever nature brought against, suffered or incurred by the MERCHANT or caused to, any Customer or any third party whosoever due to, or arising out of, or in connection with this Agreement. This exclusion of liability shall not be applicable in case of any fraud or gross misconduct carried out by MMBL.
The MERCHANT hereby undertakes and agrees to fully indemnify, defend and hold harmless MMBL, its President/CEO, Directors, Member Offices, Employees and other Personnel against any fines, penalties, liabilities, claims, litigation proceedings, losses, damages, expenses and costs arising out of or in connection with the performance of the MERCHANT’s obligations under this Agreement.
8. ENTIRE AGREEMENT
This Agreement including all Tables is intended by the Parties as the final expression of their agreement and is intended also as a complete and exclusives statement of the terms of their agreement with respect to their relationship and all related matters hereof and supersedes all prior agreements whether express or implied (if any).
9. RELATIONSHIP OF PARTIES
The relationship created herein does not constitute any partnership between the Parties and this Agreement does not empower either Party to be the legal representative or agent of the other for any purpose whatsoever. The Parties shall have no right or authority to assume, create or incur any liability or obligation of any kind, whether express or implied, against or in the name of or on behalf of each other except as may be otherwise agreed upon in writing between the Parties.
This Agreement may not be assigned by either Party other than by mutual agreement between the Parties in writing. However, MMBL may assign this Agreement, partly or wholly, to any of its affiliates/ sister concerns without seeking MERCHANT’s consent.
11. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
11.1. This Agreement shall be governed by the Laws of the Islamic Republic of Pakistan.
11.2. The Parties shall attempt in good faith to amicably resolve any dispute through senior level of management. Any dispute which is not resolved within reasonable period of time shall be referred to arbitration by a sole arbitrator appointed by mutual agreement of the Parties under the Pakistan Arbitration Act, 1940 as amended and failing such mutual agreement the arbitrator shall be appointed by the Court. The seat of arbitration shall be at Islamabad and the proceedings shall be conducted in English. The arbitral award shall be final and binding on Parties.
11.3. In the event of any dispute between the MERCHANT and the Customer whether in relation to any deficient, improper or incomplete Service provided by the MERCHANT or otherwise, MMBL shall not be made a party to any litigation, arbitration or other proceeding instituted in respect of such disputes.
12. TERM AND TERMINATION
12.1. The Agreement shall come into effect on the Effective Date and shall remain in force for a period of twelve (12) months. Upon expiry of the term, this Agreement will continue to auto renew (without signing any addendum for extension) on annual basis unless terminated earlier by either Party as per the terms mentioned below;
12.1.1. MMBL without prior notice and with immediate effect in the case of a breach by the MERCHANT of its obligations or
12.1.2. Either Party at any time without assigning any reason(s) whatsoever by giving to the other Party thirty (30) days prior written notice and after the said thirty (30) day period.
12.2. Upon termination, 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.
13. FORCE MAJUEURE
No delay or failure in performance by either Party shall constitute default hereunder or give rise to any claim for damages if, and to the extent, such delay or failure is caused by Force Majeure. Force Majeure is an occurrence (i) beyond the control and without the fault or negligence of the Party affected and (ii) which such Party is unable to prevent or protect against by the exercise of reasonable diligence including acts of God or public enemy, expropriation or confiscation of facilities, changes in applicable law, war, acts of terrorism, rebellion, civil disturbances, sabotage, riots, floods, or unusually severe weather; fire explosions or other catastrophes; strikes or any other concentrated acts of workers or other similar occurrences, and (iii) of such an intensity or gravity as to prevent the performance of its obligation for the time being. The Parties agree that if either Party is delayed in performance of its obligations by a Force Majeure event, the affected Party shall promptly notify the other Party within seven (07) days of the first occurrence of the Force Majeure event. The affected Party shall use all reasonable efforts to mitigate the effects of a Force Majeure event forthwith and without any delay. During Force Majeure, the obligations of the Parties affected by Force Majeure event in terms of this Agreement shall remain suspended.
If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. In such case, the Parties shall make every effort to replace the ineffective provision with a new provision which has the same effect, or as approximate an effect as possible as the said provision.
In the event of a breach by the MERCHANT of any obligations/provision under this Agreement, a failure or a delay by the MMBL to enforce its rights arising from such breach, or waiver of such right or any of its other rights under this Agreement, such failure, delay, or waiver is not to be construed as a permanent one or in any way prejudice the other rights or remedies of the MMBL. Any waiver must be given in writing and signed by the Party waiving its rights and must specify the right and the extent to which it is being waived, if waived.
16. INTELLECTUAL PROPERTY RIGHTS
Nothing contained in this Agreement shall, or shall be construed to, transfer any intellectual property rights of MMBL or its licensors in any product, software or other item to the MERCHANT nor shall the Agreement be construed to transfer any intellectual property rights of the MERCHANT in any product, software or item to MMBL or its licensors. All such intellectual property rights shall at all times remain vested in MMBL or its licensors or the MERCHANT, as the case may be.
Any notice or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing and shall be addressed to the authorized signatories mentioned hereunder.
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By signing this Agreement, the MERCHANT states that it is has read and understood all of the terms contained herein and has chosen to execute this Agreement without proposing any amendments to the Agreement. This Agreement is being signed and executed by the representatives (“representatives”) of the Parties hereto who represent and undertake that they are duly authorized by their Parties to sign and execute this Agreement binding the Parties thereby. If at any time it transpires otherwise, the representatives, whether misrepresented knowingly or unknowingly, shall fully indemnify the affected Party(ies) in addition to being personally liable for legal recourse, and remedies available to affected Party(ies).