Terms & Conditions

Alimbek GSM LLC (Company Number 133511-3306-ООО) is a limited liability company incorporated in the Kyrgyz Republic. Alimbek GSM LLC is authorised by the National Bank of the Kyrgyz Republic for the provision of payment services (License No. 3007010615) and as an processing operator of payment systems (License No. 2008010615)

Alimbek ZhSM LLC acts as Payment Service Provider of e-commerce merchants based in the Kyrgyz Republic, and collects payments from end customers, on behalf of the merchants.

GM.Money, is a site operated by Alimbek GSM LLC.

By accessing GM.Money you indicate your acknowledgment and acceptance of these terms and conditions.

This site is for business use only

1 Definitions and Interpretation

1.1 The following definitions shall apply through these Terms & Conditions:

“Accelerated Payment” means the PSP advancing to the Merchant, funds from Customers’ credit Card Transactions (not earlier than fourteen (14) days from the date the Transaction is made) upon Merchant’s request;

“Account Holder Data” means the account number, the name, the address and any other relevant information of the Account Holder required from time to time by the PSP necessary to process the proposed Transaction;

“Account Holder” means the person in the Territory in whose name an account is registered with the PSP;

“Acquirer” means a financial institution that is authorized by a Payment Method Provider to offer the use of a Payment Method to Merchants for the purpose of accepting Transactions and forwarding these to the Payment Method Providers or Issuing Banks as well as collecting and settling the resulting funds with the Merchant;

“Agreement” means the agreement signed between Alimbek GSM LLC and the Merchant for the provision of the Services to Merchant, which shall consist of the latest published version of these Terms and Conditions and all its amendments, Schedules and other documents appended thereto by reference.;

“Alimbek” The company providing the Services under these Terms & Conditions as the Payment Service Provider (PSP) Alimbek GSM LLC (Company Number 133511-3306-ООО) is a limited liability company incorporated in the Kyrgyz Republic. Alimbek ZhSM LLC is authorised by the National Bank of the Kyrgyz Republic for the provision of payment services (License No. 3007010615) and as an processing operator of payment systems (License No. 2008010615);

“Amount of security” means the Merchant’s funds held by the PSP to ensure compliance with obligations to implement the continuity of Payouts. The Amount of security is determined by the Merchant at his own.

“Applicable Legislation” means all applicable legislation, regulations, any and all directives and/or guidelines of any applicable regulatory or governmental authority relating (as the context requires) to each Party's obligations under and/or pursuant to this Agreement;

“Authorization Code” means an identification number, which is provided by the PSP to the Merchant, that the use of GM.Money has been Authorised for a particular Transaction;

“Authorization Data” means all the data the PSP requires to be transmitted by the Merchant (including the Account Holder data or the Cardholder Data) prior to the PSP authorising a Transaction in accordance with Clause 8.1 and 8.2 below:

“Authorization Request” means the request for payment to be taken for a particular Transaction which is made in accordance with Clause 8.1 below;

“Authorized Transaction” means a Transaction which complies with the requirements set out in Clause 8.5 below;

“Available Amount” has the meaning specified in Clause 6.2.1;

“Availability Date” means the date when the funds specified in clause 6.2 will be available for payment, which will be after:

(i) 30 (thirty) calendar days for the GM.Money Transactions (excluding credit Card Transactions); and

(ii) 30 (thirty) calendar days for credit Card Transactions (unless the Parties agree an Accelerated Payment),

from the date the Transaction is made;

“Bank” means a bank by which PSP maintains an account, or otherwise contracts in connection with GM.Money, which must be subject to regulation as a financial institution by its respective national financial supervisory authority or authorities;

“Business Day” means any day other than: (i) a Saturday or Sunday; (ii) a holiday and/or; (iii) a day on which banking institutions are Authorised by Applicable Law to be closed in the Kyrgyz Republic;

“Card” means a credit card or a debit card operated through GM.Money;

“Card Data” means the credit or debit Card Number, the Card expiration date, the Card security code (CVV), and the name and the address of the Cardholder;

“Card Number” means the multi-figure number that designates the relevant credit or debit Card;

“Cardholder” means the holder of a Card;

“Cardholder Data” means the Card Data and any other relevant information of the credit or debit Cardholder required from time to time by the PSP to process the proposed Transaction;

“Chargeback” means a circumstance whereby the Customer claims that the products and/or services were not received and therefore demands to be refunded the payment made for that product and/or service;

“Confidential Information” means all information or trade secrets including, without limitation any details regarding the Authorization Data and the Account Holder or the Cardholder payments or the Account Holders’, Cardholders’ or the Merchant’s Transactions processed hereunder, market or business data or software, relating to the Parties or that becomes available to the other Party during the Term of this Agreement;

“Customer” means a person situated in the Territory that wishes to make purchases from Merchants through GM.Money;

“Data Protection Legislation” means (i) from the 25th of May 2018, the General Data Protection Regulation 2016/679 (“GDPR”), until such time as it is repealed or ceases to apply in the European Union; and (iii) any European Union data protection legislation replacing or adopting the GDPR in the Applicable Legislation;

“Disconnect or Disconnection” means the disconnection of the Merchant from the Payment Processing Services;

“DP Addendum” means the data protection addendum entered into by the Parties as of the date hereof;

“Deposit” has the meaning specified in Clause 6.1.1;

“Disconnection Date” means the date the Merchant is Disconnected;

“Website” means website allowing Payers/Payees to make and receive Payments through the integration of the PSP Service and subject to the terms of this Agreement

“GM.Money” means a payment processing solution which enables Customer to pay for the purchase of goods or services: (i) directly from accounts held in selected Bank institutions; (ii) through cash payments; (iv) through credit or debit Cards; or (v) through other payment methods offered by the PSP;

“Force Majeure” means any event or circumstance beyond the reasonable control of a Party including but not limited to acts of God, storm, earthquake, fire, flood, war, industrial action, vandalism, non-availability of any part of a communications network, governmental action, inclement weather conditions, atmospheric conditions and other causes of radio interference, failure or shortage of power or fuel supplies, the acts or omissions or service failures of communications operators or internet service providers or third parties;

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Merchant Bank Account” means the Merchant’s bank account as notified to the PSP in writing from time to time;

“Monthly Deposit Payback” has the meaning specified in Clause;

“Net Transaction Value” means the sum of the Authorized Transactions less the applicable Service Fees;

“Notified Party” has the meaning specified in Clause 10.7;

“Notifying Party” has the meaning specified in Clause 10.7;

“Payment Processing Service” means the payment processing services provided by the PSP through GM.Money pursuant to this Agreement;

“Payment Method” A payment method accepted by Alimbek which can be used by Account Holders to complete Transactions with Merchants

“Payment Method Provider” The party offering and/or regulating the relevant Payment Method, including Card Schemes

“Payout” a transfer of funds initiated by a Merchant for the purpose of crediting funds in favor of the Customer.

“PCI DSS” Payment Card Industry Data Security Standards; the latest applicable version of the rules on payment cards’ safety developed by the PCI Data Security Council appointed by the financial organizations to standardize the matters related to the data protection of the Cardholders, published at: http://www.pcisecuritystandards.org

“Privacy Policy” means the privacy policy of the PSP as amended by the PSP from time to time;

“Prohibited Activity” has the meaning specified in Clause 3.8

“Refund” means a reversal of all or part of a Transaction pursuant to Clause 4.5 or where the Account Holder or the Cardholder is refunded with the value of all or part of the Transaction less the Transaction Fee (and the refunded amount shall mean the refunded amount plus associated bank charges);

“Service Fees” has the meaning ascribed to it in Schedule A;

“Tax/Taxes” has the meaning specified in Clause 6.5;

“Technical Support Escalation Lists” means the secret keys specified in Schedule B;

“Term” means the Initial Term and any subsequent Renewal Term as defined in Clause 13;

“Termination Date” means the date of termination of this Agreement;

“Territory” means the list of territories set out in the Personal Agreement with a Merchant - Schedule C; and

“Transaction” means a contract for the sale of products and/or services entered into between the Merchant and a Customer where payment is to be made using GM.Money

1.2 A reference to any Party shall include that Party's personal representatives, successors and permitted assigns.

1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.4 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.5 References to Clauses and Schedules are to the Clauses and Schedules of this Agreement.

1.6 Where there is a conflict between the Schedules and the main body of this Agreement, the main body of this Agreement shall take precedence unless the relevant Schedule expressly states to the contrary.

1.7 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.8 A reference to writing or written includes e-mail.

1.9 Any obligation on a Party not to do something includes an obligation to not to allow that thing to be done.

2 Appointment of the PSP

2.1 The Merchant appoints and retains the PSP as its provider of Payment Processing Services in the Territory with respect to its Customers.

2.2 The PSP shall assume the obligation to meet the financial obligations arising from the proper use of the payment processing methods in accordance with the terms of this Agreement.

2.3 The PSP hereby grants the Merchant a royalty free, non-exclusive, non-transferable right for the Term and for the purposes of this Agreement to:

2.3.1 use GM.Money in connection with the Payment Processing Services;

2.3.2 grant Customers access to GM.Money for the sole purpose of making payments to Merchant, through PSP, as its agent hereunder; and

2.3.3 sub-licence the use of GM.Money to its Customers.

2.4 The Merchant shall not:

2.4.1 seek to copy, data-mine, cache, reverse engineer, decompile, disassemble or otherwise extract data from GM.Money except as otherwise agreed in this Agreement;

2.4.2 obtain or claim any ownership in any software (or in any derivation or improvement) connected to GM.Money or the Payment Processing Services;

2.4.3 sub-license the use of GM.Money to any person (other than its Customers); and/or

2.4.4 create, write or develop any derivative software or any other software based on GM.Money or the Payment Processing Services utilising the proprietary and Confidential Information of the PSP or a third-party licensor of the PSP.

3 Duties of Merchant

3.1 The Merchant agrees to accept payment for its online sales - goods ans services and/or transfer of funds in favor to its Customers, in according with the Terms and Conditions on the Website.

3.2 PSP is hereby appointed as agent of Merchant for receipt of Transaction and/or transfer of funds in favor from/to Customers. As of the moment when PSP (or one of its agents) is in receipt of Transaction funds from a Customer hereunder, Merchant shall release to the Customer all of the goods or services for which its payment and Merchant shall not withhold such goods or services until the later date when the Transaction funds are settled to the Merchant itself hereunder. Each Customer shall be a third party beneficiary under this provision and shall be released by Merchant of a payment obligation to Merchant as of when the Transaction amount is first paid to PSP.

3.3 The Merchant shall at all times hold the licences, permissions and clearances necessary to conduct its business in all jurisdictions in which it operates and shall not be in breach of any Applicable Legislation whilst providing the Merchants’ products and services in the Territory.

3.4 Payment using GM.Money may only be accepted for the purpose of paying for the Merchant’s products and services where there is a direct contractual relationship between the Merchant and the Customer, Account Holder or Cardholder.

3.5 The Merchant shall not sell products or services to Customers paying by way of GM.Money at prices or on terms that are different from those applicable to its Customers that are paying by other means.

3.6 Merchant shall not accept payment via GM.Money other than for the sole purpose of: (i) a bona fide arm’s length Customer paying for the Merchant’s products and services where there is also a direct contractual relationship between the Merchant and the Customer; and (ii) Transactions where the Customer is identical to the Cardholder or Account Holder, as the case may be. Merchant shall provide copies or records of such Customer agreements on request by the PSP.

3.7 Merchant agrees to fully and timely cooperate with and assist the PSP to address any issues affecting the Payment Processing Service where cooperation or assistance from the PSP is reasonably required.

3.8 The Merchant shall be solely responsible to the PSP for the Merchant’s compliance with Applicable Law, regulatory framework, international standards and best practices to prevent and detect fraud, money laundering, financing of terrorism and/or other financial crime. The Merchant will promptly provide to the PSP any additional information and/or supporting documentation regarding the Payment Processing Service requested to each Customer, or the Merchant or a Customers as may be requested by PSP, where the purpose of such request is compliance with Applicable Law, regulatory framework, international standards and best practices to prevent and detect fraud, money laundering and/or financing of terrorism, to demonstrate the legality of a specific transaction executed with PSP.

3.9 The Merchant shall not use GM.Money to accept payment for, make payment to, or, directly or indirectly, facilitate (each a “Prohibited Activity”):

3.9.1 any act that is illegal under Applicable Legislation, in the jurisdiction of the PSP, the Merchant or the Customer, or that is illegal in according to the Applicable Legislation of the Territory;

3.9.2 betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races that service Territories residents or persons;

3.9.3 foreign exchange trading;

3.9.4 bill payment services (meaning a service that allows debtors to pay their bills to utilities or other creditors);

3.9.5 items that encourage, promote, facilitate or instruct others to engage in illegal activity to include, without limitation, drug trafficking, sex and human trafficking, arms trafficking, or laundering money;

3.9.6 infringing or encouraging infringement of any intellectual property or any other proprietary right under the Applicable Legislation including, but not limited to: offering, providing, selling, furnishing making, having made any designer handbags, clothing and accessories, and consumer electronics;

3.9.7 promoting hate, violence, racial intolerance, or the financial exploitation of a crime in any manner whether directly or indirectly;

3.9.8 promoting, supporting or glorifying acts of violence or harm towards self or others;

3.9.9 transfer of funds between bank accounts held in the same name for the purpose of (i) masking the origin or owner of the funds or (ii) circumventing any reporting obligations or (iii) operating in any manner that is illegal under any Applicable Legislation;

3.9.10 any activity that could damage, disable, overburden, or impair PSP or its affiliates including without limitation, using the services that interact with the GM.Money in an automated manner that is inconsistent with the parameters thereof;

3.9.11 using the GM.Money in violation of the terms of this Agreement, as reasonably determined by PSP;

3.9.12 In the event the services are provided for the territory of India the below shall apply: Any activity related to applications banned by the Indian Government. The Merchant acknowledges the prohibitions of Alimbek to process banned applications (apps) prohibited by the Indian Government. Furthermore, the Merchant assures its compliance with all restrictions and prohibitions set by Indian laws and regulations, specifically will not carry out activities with or linked to banned apps and commits to stay updated on the resolutions and updates of the apps prohibited in India. Furthermore, in relation to transactions linked to India, the Merchant agrees to collaborate in good faith with Alimbek to send details of its products in the way requested by Alimbek (i.e., name of the app or the product being purchased that contains the app name), and acknowledges that any transaction which does not contain information, will no longer be processed by Alimbek. Alimbek will provide the necessary technical assistance to the Merchant for this purpose.

3.9.13 using the GM.Money that in any way assists the Customers or others in the violation of any law, statute or ordinance;

3.9.14 using the GM.Money to collect payments that support pyramid or Ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs.

3.9.15 Direct sales programs that are not illegal are permitted;

3.9.16 using the GM.Money to control an account that is linked to another account that has engaged in any of the foregoing activities;

3.9.17 using the GM.Money to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about users, registered recipients, or third parties without their consent;

3.9.18 using the GM.Money to intentionally interfere with another user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;

3.9.19 using the GM.Money to provide Merchant with a cash advance from its own Card or to help others to do so;

3.9.20 the sale or supply of services or products which are to be performed or delivered by a third party;

3.9.21 the sale or supply of services or products which are outside the Merchant’s ordinary course of business;

3.9.22 exceeding the Daily Transaction Limit;

3.9.23 a payment by a person other than a Customer;

3.9.24 accept payment by GM.Money for a loan or an extension of a loan or any other financial services; or

3.9.25 accept payment by GM.Money for products or services which involve or are connected to obscene, pornographic, unlawful, or to instructions on the production of weapons or explosives.

3.9.26 Any exception therefrom shall require the prior written consent of the PSP which is at the discretion of the PSP and only given if the relevant product or service is not unlawful or immoral.

3.10 Where payment is made by GM.Money, the Merchant shall not permit any change in the delivery address after the Authorization Request has been sent to the PSP.

3.11 To the maximum extent permitted by law, in no event shall the PSP be liable for any payments in excess of the Daily Transaction Limit.

3.12 When using GM.Money for recurrent performances (e.g. subscriptions) or payments by instalments, an Authorization Request shall be completed, and an Authorization shall be obtained from the PSP prior to each payment being accepted by the Merchant.

3.13 The Merchant acknowledges that the PSP shall refer to, identify and quote the Merchant in the PSP’s press releases, websites, and other marketing materials for the purposes of identifying the Merchant as a customer of the PSP. The PSP shall be entitled to use the Merchant’s trading names and logos for these purposes subject to compliance by the PSP with any brand guidelines that are provided by the Merchant to the PSP.

3.14 The PSP may, at its sole discretion and at any time, require from the Merchant to deliver any information regarding the Customer’s personal information, activities, assets, operational activities, financial situation, operating results, and the state of its compliance of international standards, and/or any other information that the PSP may need form the Merchant, from time to time.

4 Duties of the PSP

4.1 During the Term of this Agreement, subject to the terms and conditions of this Agreement, the PSP agrees to perform Payment Processing Services for the Merchant to allow the Merchant to accept payments from their Customers and/or to transfer of funds in favor to its Customers, Account Holders or Cardholders by GM.Money.

4.2 The PSP shall provide such Payment Processing Services according to good industry practice. The PSP shall use its reasonable efforts to perform its obligations in a timely, efficient and professional manner.

4.3 The PSP shall at all times hold all necessary permits, permissions and licenses (whether of a statutory, regulatory, contractual or other kind) necessary to perform the Payment Processing Services.

4.4 In the performance of its duties hereunder, the PSP shall be an independent contractor, and not an employee or agent of the Merchant.

4.5 Provision of Management Reports

4.5.1 The PSP shall provide the Merchant with (i) online access on a 24/7 basis to reports with respect to Transactions; and (ii) daily detail of all its relevant activity, including: all payment notifications served by the Merchant confirming that a payment has been made; any charges deducted; the current balance owed to Merchant; and the history of all transfers to Merchant.

4.5.2 Login credentials to all relevant online administrative tools supplied by the PSP as part of GM.Money.

4.5.3 Such reports and all other reports that qualify as Confidential Information and shall be retained by PSP in accordance with applicable regulations and, in any event, shall be retained in a readable form for not less than five (5) years after the relevant payment was made.

4.6 Account Holder Complaints

In the event that the PSP receives a complaint from an Account Holder or a Cardholder, the PSP shall as soon as reasonably practicable refer the complaint to the Merchant where such complaint is in respect of products or services provided or to be provided by the Merchant.

4.7 Support

Subject to receiving reasonable and timely cooperation and assistance from the Merchant, the PSP shall use its reasonable efforts to resolve any technical or other problem that is raised by the Merchant regarding the Payment Processing Services. The PSP shall provide reliable and regular technical support to Account Holders and Cardholders via email from 9am to 12am, 7 days a week.

5 Fraud Prevention; Compliance

5.1 The Parties acknowledge that the use of GM.Money in online sales involves a particularly high risk of abuse and that thus it is imperative that reasonable measures for preventing abuse are taken by the Merchant.

5.2 The Merchant shall have and maintain in place throughout the Term of this Agreement adequate policies and procedures (and where applicable carry out credit checks) to prevent fraudulent abuse, enforcing them where appropriate and coordinating to that extent with the PSP in order to avoid that such events will materially adversely affect the PSP and its business. The Merchant shall promptly provide the PSP with the non-identifiable user number associated with a suspected fraudster or suspicious Transaction and/or, subject to any legal requirements, any other relevant information that the Merchant is aware of.

5.3 Where applicable, the Merchant shall use all special security processes reasonably introduced by the PSP to prevent abuse in any Transactions. The Merchant shall take such further anti-abuse measures that the PSP, at its reasonable discretion, deems necessary. For the avoidance of doubt, the Merchant shall bear the costs for implementing and using such processes.

5.4 The Merchant shall not accept payment by GM.Money if, due to the circumstances in which the GM.Money is being used, the Merchant has reasons to assume that the use of the GM.Money was fraudulent. In the event that Merchant’s internal systems and procedures detect a user of GM.Money or a Transaction with high risk of fraud, the Merchant shall promptly either:

5.4.1 decline the proposed Transaction; or

5.4.2 reverse the Transaction.

In either case the Merchant shall provide the PSP with immediate notice that the proposed Transaction has been declined and/or the reversal of the Transaction.

5.5 If the Merchant admits payment in such cases, then the Merchant shall in each case bear the risk arising from Refunds for disputed payments.

5.6 The PSP shall be responsible for marketing and providing GM.Money at all times in compliance with applicable law and the Merchant shall ensure that the GM.Money is used only by persons aged 18 (eighteen) years or older.

5.7 The Merchant:

5.7.1 When required under the applicable law, assures to have established and implemented anti-money laundering compliance policies and financial crimes controls (“AML Policies”) in accordance with the applicable law and international standards to prevent and detect money laundering and financial crimes activities. For the duration of the Agreement, the Merchant commits to keep its compliance policies updated to comply with the requirements and recommendations. The merchant will immediately communicate to the PSP any suspicious or identification of these activities being carried-out in connection with this Agreement.

5.7.2 Shall notify the PSP of any change or update on its AML policies.

5.7.3 Commits to comply with European Union, OFAC, United Nations, United Kingdom, and any applicable local sanctions regulations and acknowledges that payments related to jurisdictions or activities sanctioned by those bodies shall not be made in connection with this Agreement.

5.7.4 Commits to comply with all applicable laws and regulations relating to anti-bribery and anti- corruption.

5.7.5 Shall have a complete effective Financial Crimes Program in place during the term of the Agreement (including a transaction monitoring program and onboarding procedures).

6 Payments to Merchant and Merchant Deposits

6.1 Merchant Deposits:

6.1.1 In order to protect the PSP and its supplier banks from risk due to fraud, chargebacks and other losses, at the discretion of the PSP, the PSP may create a deposit of up to 5 % of the payments (the “Deposit”) which shall consist of Merchant funds withheld from settlements to the Merchant hereunder or by payments from the Merchant to the PSP. The Deposit is non-interest bearing and shall be maintained for the Term of this Agreement and for up to 180 days following the end of the Term hereof in so far as the PSP deems necessary to protect itself from actual or potential liabilities hereunder.

6.1.2 In the event that the PSP decides to retain a Deposit from the Merchant, the PSP will notify the Merchant in writing.

6.1.3 The Deposit of the Merchant may be updated at any time upon notification in writing by the PSP to the Merchant.

6.1.4 The PSP shall be entitled to apply the Deposit to cover any Refunds, Chargebacks connected to the Merchant. The PSP shall be entitled to retain further amounts from the Net Transaction Value to replenish the amounts of the Deposit applied to cover such liabilities.

6.2 Payment terms:

6.2.1 the Net Transaction Value (less any Refunds, Chargebacks and Deposits where applicable and any other amounts deductible from the Net Transaction Value under this Agreement) will be available for payment to the Merchant on or after the Availability Date (the “Available Amount”).

6.2.2 Upon the Merchant’s request in writing, the PSP will pay to the Merchant all or part of the Available Amount, as requested by the Merchant, in accordance with Clause 6.2.3.

6.2.3 Subject to Clauses 6.2.2 and 6.2.4, all payments shall be made to the Merchant’s Bank account by bank wire transfer in USD or Euros on the next Business Day after receiving a written request from the Merchant (requesting payment of all or part of the Available Amount).

6.2.4 Payments may be done either from the PSP’s bank account or from the bank account of any affiliate or subsidiary of the PSP.

6.3 In the event any funds due to Merchant are seized or made unavailable by an action of a law enforcement body, regulator or other third party, the PSP shall use reasonable efforts, at Merchant’s expense, to assist Merchant in securing release of such funds as soon as possible.

6.4 The Merchant shall be responsible for the payment of any and all applicable sales due upon the Transactions.

6.5 The sole responsible party for any or all applicable national, state, or local sales, charges, use, value-added, or income withholding taxes (“Tax/Taxes”), related to payments made by the PSP under this Agreement is the Merchant. The PSP shall not assume any extra cost in this regard, including any penalty, interest, or other additional thereto. The Merchant shall indemnify the PSP and hold it harmless from and against all claims, damages, losses, costs, and expenses, including reasonable fees and expenses of attorneys and other professionals, in connection to any obligation imposed on the PSP to pay any Tax in respect to payments due under this Agreement.

6.6 If the PSP is required by Applicable Law to collect or make a deduction or withholding of any Tax to perform any payment due under this Agreement, it will make the payment net of such Tax. In this event, the PSP shall make its best efforts to collaborate with the Merchant to recover such Tax, only if this is legally feasible and applicable, provided that the Merchant previously provides the PSP with the necessary funds to cover all the costs and expenses required for the respective measures.

6.7 [In the event the services are provided for the territory of India the below shall apply: As regards to Goods and Services Tax (“GST”) Merchant is the sole direct responsible party to make this payment to the corresponding Tax Authority. In case Merchant has retained the PSP, as part of PSP’s Direct service, to provide tax calculation and GST collection services on Merchant´s behalf, PSP’s liability will only be limited to coordinate the remittance of the GST to the Tax Authority. Merchant shall indemnify, defend at its own cost and expense, and hold the PSP harmless from and against any Tax Authority action arising out of or relating to an allegation that the PSP failed to remit proper taxes for any Merchant´s services carried out to customers in the territory.

6.8 The Merchant shall as soon as practicable, verify the correctness and completeness of the payments and statements of account by the PSP. Complaints and objections about these payments may only be made in writing within a strict time limit of 8 (eight) weeks after receipt of the payment by the Merchant.

7 PSP’s Service Fees

7.1 The Merchant shall pay the PSP the Service Fee as set out in Schedule A.

7.2 The Merchant authorizes the PSP to deduct the Service Fees from the payments to be made to the Merchant. If, however, there are insufficient funds for settlement to pay Fees, the Merchant shall pay the Fees by wire transfer to the PSP no later than fifteen (15) business days following the Transactions to which they apply.

7.3 Any changes to the Service Fees Schedule shall be agreed in writing, and signed by both Parties.

7.4 Notwithstanding the above, PSP may modify, with immediate effect, the Service Fees stated in Schedule A in order to pass through an increase in costs due to a change in law, regulation, rule or member or association agreement or in the interpretation of Laws and regulations outside of the PSP’s control; including, but not limited to, for example: (i) imposition of new taxes or increase of preexisting taxes, (ii) compliance with any guideline, rule, directive or request of any central bank or other governmental authority, (iii) clearing and settlement systems maintained by Visa and MaterCard or other cards accepted to process payments under this agreement, (iv) an increase in third party costs related to Payment Processing Services (e.g. an increase in payment network interchange costs and increase in interests rates), (v) costs which are increased or added by a card association or any other provider of products or services related to Payment Processing Services, (vi) variations in costs due to ancillary services such as advancement fees.

7.5 In case installment fees apply, the Merchant acknowledges and agrees that the installment fees will be the ones published in our merchant dashboard, which may vary as local interest rates change from time to time. The published fees will be updated the first business day of each month and will be applied accordingly.

7.6 In case acceleration fees apply, the Merchant acknowledges and agrees that the acceleration fees will be the ones published in our merchant dashboard, which may vary as local interest rates change from time to time. The published fees will be updated the first business day of each month and will be applied accordingly.

7.7 Merchant agrees that it will reimburse the PSP for the amount of any Refunds, Chargebacks, and that the PSP is entitled to deduct such Refunds and Chargebacks from the payments to be made to the Merchant. If, however, there are insufficient funds to cover any Refunds, Chargebacks, and Payouts, the Merchant shall pay such fines by wire transfer to the PSP no later than two (2) business days following the Transactions to which they apply.

7.8 In case of volume of Payouts is more than the amount, which is to be transferred to the Merchant, than the Merchant increase by a transfer the Amount of security by transferring funds to the PSP.

8 Merchant’s Authorization Request

8.1 The Merchant shall complete an Authorization Request prior to accepting any payment through GM.Money. The Authorization Request shall be made by transmitting the Authorization Data of the relevant proposed Transaction to the PSP, which shall meet the requirements specified by the PSP as regards content, format and communication channel.

8.2 The Authorization Data shall include:

8.2.1 the amount of the proposed Transaction;

8.2.2 the identification number of the proposed Transaction; and

8.2.3 such additional information as may from time to time be required by the PSP.

8.3 The PSP shall verify the Merchant’s Authorization Request for the proposed Transaction to be processed and if satisfactory, the PSP shall communicate an Authorization Code to the Merchant.

8.4 Merchant shall not accept payment through GM.Money for a proposed Transaction unless it has received an Authorization Code from the PSP.

8.5 A Transaction will only be considered to be an Authorized Transaction where all of the following requirements are met:

8.5.1 the Transaction originated from one of the Merchant’s Authorized IP addresses;

8.5.2 the Merchant has received an Authorization Code for that Transaction;

8.5.3 the Authorization Code came from one of the PSP’s Authorized IP addresses, and was securely signed using the PSP’s private key. Any Transaction not digitally signed by the PSPs shall not be deemed valid. The Merchant shall retain the digital signature of all Transactions as proof that the Transaction was Authorized.

8.5.4 the Merchant has complied with the requirements set out in this Clause 8;

8.5.5 the payment instruction by the Account Holder or the Cardholder has been given using the communication channel specified by the PSP;

8.5.6 the sales are denominated in US Dollars or any other agreed currency;

8.5.7 the account held by Account Holder or the Cardholder has not been declared as invalid on a blacklist or any other communication to the Merchant;

8.5.8 the Cardholder has successfully passed the Merchant’s credit checks (where applicable);

8.5.9 where an obligatory special security process has been introduced, payment by the GM.Money shall only be admitted if the Merchant has instituted this process;

8.5.10 the Merchant has provided the Account Holder or the Cardholder with a complete, correct and legible description of its offered products and/or services or has made it easily accessible to him or her;

8.5.11 the Merchant has submitted or made easily accessible its general terms and conditions of business to the Account Holder or the Cardholder in such a way that the Account Holder or the Cardholder can become aware of any material conditions, including the right to revocation or redemption, any export or age restrictions, other restrictions in relation to the use or purchase and any other material circumstances which are reasonably necessary to make a reasonable decision on the proposed purchase;

8.5.12 the Merchant has issued an order confirmation and/or invoice for the Transaction in writing or by e-mail to the Account Holder or to the Cardholder, indicating that the Account Holder or the Cardholder will be debited (in the case of a purchase of goods or services); any other sensitive information, shall not appear in this confirmation for security reasons; and

8.5.13 the Transaction has not been processed in breach of Clause 3.2 to 3.8, and 5.2 to 5.4.

9 Submission of Transactions

9.1 Transactions will be initiated pursuant to the Account Holder or Cardholder’s request and Merchant agreement to such request, communicated via Merchant’s internet site. The Merchant will notify the Account Holder or the Cardholder that he will be redirected on the PSP’s website and that the Account Holder or the Cardholder shall supply thereafter the Account Holder Data or the Cardholder Data (as applicable) and/or any necessary personal information directly on PSP’s site, and that the PSP shall communicate or disclose such information to Merchant to perform the Payment Processing Services.

9.2 The Merchant shall submit the following information to the PSP with respect to each Transaction as soon as such Transaction is affected:

9.2.1 the secure Merchant’s internet address or addresses;

9.2.2 the type of Merchant;

9.2.3 the Account Holder’s account number and the Cardholder’s number and expiration date;

9.2.4 all details relating to the proposed Transaction, including the amount of the relevant Transaction; and

9.2.5 such additional information as may from time to time be reasonably required by the PSP.

10 Electronic Transmission

10.1 Unless otherwise agreed, only electronic transmission shall be used for the Authorization and submission of Transactions.

10.2 In order for the PSP to provide the Payment Processing Services, the Parties shall develop and implement a connection either through a direct connection or secure connection resulting in a reliable and secure network communication facility to support the platform interface. The Merchant shall cooperate and assist the PSP timely to implement this connection. Each Party shall assume responsibility for the costs of any required telecommunication equipment on its respective end of the communication facility.

10.3 Merchant shall bear the costs (including the telecommunication costs) and the risk of malfunctions of the electronic transmission. Merchant shall be responsible for continuously ensuring that its apparatus, networks, data carriers or other equipment used for data transmission are in a good working order.

10.4 The Merchant shall ensure that it is not possible to abuse the Account Holder Data, the Cardholder Data or the electronic transmission, e.g. by manipulation of the data input, within its personnel area or on its premises, including the persons commissioned by it (e.g. internet provider). When entering data, the manufacturer’s operating instructions shall be strictly observed. Should the Merchant become aware of any abuse of the electronic transmission, it shall inform the PSP immediately.

10.5 Each Party shall inform the other in writing of the list of approved IP addresses for the Transactions. Any change to the list of accepted valid IP addresses shall be notified at least 7 (seven) days in advance.

10.6 The PSP shall notify Merchant of any changes in its Secret Key. Any change to the Secret Key shall be notified at least 7 (seven) days in advance. Transactions signed by an out-of-date key shall be deemed invalid.

10.7 In the event that either the PSP or Merchant detects a security breach to one of its servers (the “Notifying Party”), it shall immediately notify the other Party (the “Notified Party”), using the contacts listed in the Technical Support Escalation List specified in Schedule B. The notification shall include the list of affected IP address(es) and/or keys. The Notifying Party shall be responsible for all Transactions executed until 6 (six)hours after the security breach has been notified to the Notified Party. After that period, it is up to the Notified Party to reject all Transactions originated from the affected IP address(es) and/or signed with the affected keys.

11 Alimbek Smart Defense Services

11.1 PSP shall make available PSP’s fraud detection and prevention product to the Merchant, which consists of different level of services:

11.1.1 Transactions will be scored based on trained models with data obtained from PSP’s processed transaction history.

11.1.2 The analysis performed by PSP may be enriched using third party providers for data enhancement and additional model analysis.

11.1.3 The score represents a risk evaluation for each analyzed transaction, ranging from 0 (low risk) to 1000 (high risk).

11.1.4 This score will be used by the PSP to determine whether a transaction is accepted or rejected.

11.2 The Merchant shall use Alimbek Smart Defense Services for fraud detection and prevention use cases only, and shall not: (a) use Alimbek Smart Defense Services for marketing purposes; (b) use Alimbek Smart Defense Services in violation of any applicable law, rule, or regulation or in violation of any third-party rights; (c) use Alimbek Smart Defense Services in conjunction with illicit activities; or, (d) use for other purposes other than for Merchant’s internal business purposes.

12 Data Protection

12.1 Both Parties shall comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations under the DP Addendum and the Data Protection Legislation.

12.2 The Merchant acknowledges and agrees that the PSP may record, collect, keep and maintain Personal Data from Account Holders and Cardholders for the purposes of: (i) providing the Services; (ii) for compliance with its obligations under the Data Protection Legislation; or (iii) for training and quality purposes, or for any other purposes as set out in the Privacy Policy.

12.3 The Merchant warrants that for the duration and purposes of this Agreement it:

12.3.1 will hold, as long as provided for in the Data Protection Legislation, a valid data protection registration;

12.3.2 will be in full compliance with all applicable requirements of the Data Protection Legislation; and

12.3.3 has all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data from Account Holders and Cardholders to enable the PSP to Process the Personal Data and perform its obligations.

12.4 The Merchant shall indemnify the PSP against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the PSP arising out of or in connection with the Merchant’s breach of its warranties and obligations set out in this Clause 12 and/or the Data Protection Legislation.

13 Term and Termination

13.1 The Agreement shall commence on the date and continue for an initial period of 6 (six) months (the “Initial Term”) with automatic 12 (twelve) months periods of renewal thereafter (the “Renewal Terms”), unless otherwise terminated pursuant to the terms hereof.

13.2 In addition to any rights of termination provided hereunder: (i) any Party may terminate this Agreement at any time without cause upon 60 (sixty) calendar days prior written notice; and (ii) either Party may terminate this Agreement immediately should the other Party remain in breach of a material provision of this Agreement for more than ten (10) Business Days following notice thereof unless during the notice period the breach is cured to the Parties’ mutual satisfaction.

13.3 If any case or proceeding is commenced by or against the PSP under any law dealing with insolvency, bankruptcy, receivership or other debt relief, PSP shall immediately notify Merchant in writing and, at the Merchant’s option, this Agreement shall terminate upon Merchant’s notice in writing. Subject to any amounts the PSP is entitled to deduct from the Net Transaction Value under this Agreement, any Net Transaction Value due to the Merchant shall accelerate and become immediately due and payable, without the necessity of any notice, declaration or other act whatsoever by the Merchant.

13.4 If the Merchant ceases trading online, or ceases providing the services associated to the Payment Processing Services or if any case or proceeding is commenced by or against a Merchant under any law dealing with insolvency, bankruptcy, receivership or other debt relief, the Merchant shall immediately notify the PSP in writing and the PSP shall, at its sole discretion, be entitled to terminate this Agreement immediately. Any Service Fees or any other amounts payable to the PSP under this Agreement in connection with the Merchant, shall accelerate and become immediately due and payable (without the necessity of any notice, declaration or other act whatsoever by the PSP).

13.5 Where the PSP believes Merchant is acting illegally or not in compliance with the requirements set-out in this Agreement, the PSP shall, at its sole discretion, be entitled to terminate this Agreement immediately, or suspend or Disconnect the Payment Processing Services to the Merchant (and its Customers) until such time as the Merchant satisfies the PSP, that it is in compliance with its obligations.

13.6 Termination shall not affect any legal rights or obligations that may already have arisen under this Agreement at the date of termination.

13.7 The PSP may terminate this Agreement with immediate effect, as it relates to an specific country within the Territory, pursuant to any regulatory demand, requirement or directive within this country for the cessation of Payment Processing Service for all or part of the products or services sold by the Merchant (the “Affected Country”). In the event of receipt of such notice, the PSP shall immediately notify Merchant of such demand, requirement or directive. Upon giving 14 (fourteen) days written notice to the Merchant, this Agreement will be terminated by the PSP as it relates to the Affected Country and Clauses 13.6 to 13.9 will apply to such termination. For the avoidance of doubt, this Agreement will remain in force for the remaining countries of the Territory not affected by the regulatory changes referred to in the paragraph above.

13.8 Subject to Clause 13.9 below, within 30 (thirty) days from termination the PSP shall pay the Merchant the Net Transaction Value less any Refunds and Chargebacks for the period between when settlement was last made to Merchant pursuant to Clause 6.2 above up until the effective date of termination as shall be communicated to Merchant by the PSP.

13.9 Where this Agreement terminates, or the Merchant is Disconnected then:

13.9.1 In circumstances where the termination of this Agreement or the Disconnection is pursuant to Clause 13.4 then the PSP shall: retain the Deposit for a period of 6 (six) months from the Termination Date or from the Disconnection Date (as applicable); be entitled to apply such Deposit to cover any Merchant Chargebacks and Refunds; and pay to the Merchant, at the end of the 6 (six) months period referred to in Clause, any remaining Deposit (not applied to cover any Card Chargebacks or Refunds).

13.10 In circumstances where the termination of this Agreement or the Disconnection is not pursuant to clause 13.4 then the PSP shall:

13.10.1 retain the 6 (six) month rolling Deposit from the Disconnection Date or from the Termination Date and release it in accordance with Clause below;

13.10.2 be entitled to apply the 6 (six) month rolling Deposit to cover any Card Chargebacks or Refunds;

13.10.3 successively release 1 (one) month of the 6 (six) month rolling Deposit to the Merchant at the end of each month (the “Monthly Deposit Payback”), starting from the end of the month following the Disconnection Date or Termination Date (less any amounts of the Deposit applied to cover Card Chargebacks and Refunds). In the event that the Card Chargebacks and the Refunds are higher than the Monthly Deposit Payback in any month, the remaining Card Chargebacks and Refunds shall be deducted from the following Monthly Deposit Payback along with any new Card Chargebacks and Refunds.

13.11 Upon termination of this Agreement:

13.11.1 licences granted pursuant to this Agreement shall immediately terminate and the PSP shall be entitled to immediately remove the Merchant (and its Customers) from the Payment Processing Services.

13.11.2 clauses that are necessary for the enforcement or interpretation of this Agreement shall survive, which shall include clauses relating to confidentiality and protection of Intellectual Property Rights.

14 Exclusion and Limitation of Liability

14.1 Nothing in this Agreement shall exclude or restrict either Party’s liability for death, personal injury, fraudulent misrepresentation or fraud or any other liability that cannot be excluded or limited by law.

14.2 Subject to Clause 14.1 above, in no event shall the PSP be liable for any loss of revenue, loss of actual or anticipated profits, loss of the use of money, loss of business, loss or corruption of data, loss of operating time or loss of use, loss of opportunity, loss of goodwill, or any other indirect or consequential loss or damage howsoever caused. The PSP shall not be liable for any loss sustained by Merchant arising from a Transaction made in breach of Clause 3.5, Clause 3.8 and Merchant shall be responsible for any fines or penalties to the extent arising from such Transaction that are levied by a bank or applicable regulatory authority, provided that such fines or penalties are not attributable to a breach of this Agreement by the PSP, that the PSP notifies the Merchant of such fines or penalties as soon as it becomes aware that they may be imposed and that the PSP has taken reasonable measures within its control that are necessary to mitigate the extent of any such exposure.

14.3 Subject to Clause 14.1 above, the total aggregate liability of the PSP to the Merchant under or in connection with this Agreement, whether arising from tort (including negligence), breach of contract, or otherwise, shall not exceed in aggregate an amount equal to the lower of: (i) the 100% (hundred per cent) of the Service Fees paid by the Merchant during the 12 (twelve) months preceding the event or circumstances giving rise to such liability; and (ii) EURO 100,000.

14.4 The PSP shall not be liable for any failure to meet its obligations under this Agreement to the extent that such failure arises from a failure of the Merchant to meet any of its obligations arising under this Agreement or otherwise.

15 Indemnities

15.1 The PSP shall defend and hold harmless the Merchant, its officers and directors against any and all claims resulting from any breach by the PSP of any of its, representations and warranties in this Agreement.

15.2 The Merchant shall defend and hold harmless the PSP, its officers and directors against any and all claims resulting from any breach by the Merchant of any of its, representations and warranties in this Agreement.

16 Representations, Warranties and Covenants

16.1 Both Parties represent, warrant and undertake to the other that:

16.1.1 it has the full right, power, legal capacity and authority to perform its obligations under this Agreement;

16.1.2 by entering into this Agreement, it will not conflict with, or breach the terms, conditions or provisions of, or default under any other agreement to which it is a party;

16.1.3 there is no action, suit or proceeding at law or in equity now pending or, to its knowledge, threatened by or against or affecting it which would substantially impair its right to carry on its business as contemplated herein or adversely affect its financial condition or operations;

16.1.4 it has and shall continue to comply with relevant data protection legislation in relation to all Account Holder Data and Cardholder Data which is personal data (including any sensitive personal data); and

16.1.5 it will undertake its obligations pursuant to this Agreement with all reasonable skill, care and diligence and in accordance with the provisions of this Agreement.

16.2 The Merchant represents, warrants and covenants that it at all times during the Term hold all necessary permissions licences and clearances in connection with the provision of its services in any applicable jurisdiction.

17 Non-Compliance

17.1 The Merchant shall be responsible and shall reimburse the PSP for any non-compliance fines, fees or penalties levied by any Card association (or any other relevant body or authority) or otherwise related to the Transactions, and the PSP is entitled to deduct such fines, fees or penalties from the Net Transaction Value.

18 Entire Agreement

18.1 This Agreement sets out the entire agreement and understanding between the Parties in relation to the subject matter of this Agreement and no Party has entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set out, or referred to, in this Agreement.

19 Assignment

19.1 The PSP may, from time to time, transfer, novate or assign any of its rights and/or obligations under this Agreement, including partial assignment, to any of its affiliate companies upon prior written notice to the Merchant. If any assignment, disposal, novation or transfer be required pursuant to this Clause 19.1, the Merchant shall enter into such an agreement and/or a deed as the PSP shall reasonably require so as to give effect to such an assignment, disposal or novation.

19.2 The Merchant may not, and may not purport to, assign, transfer, novate, charge or part with all or any of its rights and/or obligations under this Agreement or sub-contract the performance of any of its obligations under this Agreement without the prior written consent of the PSP.

20 Confidentiality

20.1 All Confidential Information communicated by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether before or after the date hereof, shall be, and shall be deemed to have been, received in strict confidence and shall be used only for this Agreement. Without obtaining the prior consent of the Disclosing Party, the Receiving Party shall not disclose any such Confidential Information received from the Disclosing Party. Confidential information will not include any information that (a) is already in the possession of the Receiving Party without being subject to another confidentiality agreement; (b) is or becomes generally available to the public other than as a result, directly or indirectly, of a disclosure of information by the Receiving Party or by other persons to whom such Party disclosed information; (c) is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its representatives, provided that such source is not bound by a confidentiality agreement with the Disclosing Party; (d) is independently developed by the Receiving Party without the use of the other Party’s information; (e) is required to be disclosed pursuant to a Court order or arbitration proceeding conducted in accordance with this Agreement; or (f) is required to be disclosed pursuant to a requirement of any governmental authority or any statute, rule or regulation, provided that such Party gives the Disclosing Party notice of such requirement prior to any such disclosure. For the avoidance of doubt, Confidential Information shall include the existence and content of this Agreement.

21 Force Majeure

21.1 If any Party is totally or partially prevented or delayed in the performance of any of its obligations under or pursuant to this Agreement by Force Majeure and gives written notice thereof to the other Party specifying the matters constituting Force Majeure and the period for which it is estimated that such prevention or delay will continue, together with such evidence as it reasonably can give, the Party so prevented or delayed shall, subject to the provisions of Clause 21.2, be excused the performance as from the date of such notice for so long as such cause or delay shall continue.

21.2 If any Party gives to the other Party such notice as is referred to in Clause 21.1, both Parties shall attempt so far as reasonably within their power to mitigate the effect of such notice and, in particular, but without limitation, shall endeavour to agree a reasonable and cost effective solution to the consequences of the matters constituting Force Majeure.

22 Waiver

22.1 The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof. The failure to exercise any right or remedy hereunder shall in no way be construed as a waiver or release of the right or remedy.

23 No Intellectual Property Rights Conveyed

23.1 Any Intellectual Property Rights which are owned or controlled by either Party prior to the date hereof or which is acquired by a Party independently of this Agreement shall at all times continue to be owned and/or controlled by the said Party.

24 Governing Law and Jurisdiction

24.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Kyrgyz Republic.

24.2 The Parties irrevocably agree that the courts of the Kyrgyz Republic have [non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

25 English Language

25.1 All connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.