Tashkent ________ ____ 202_
FREEDOM PAYMENTS JSC, hereinafter referred to as the Organization, represented by the First Manager, acting on the basis of the Articles of Association, on the one hand, and
________________________, hereinafter referred to as the Company, represented by the _________________, acting on the basis of the ___________________, on the other hand,
hereinafter jointly referred to as the Parties, and individually as the Party, or as indicated above, have entered into this Agreement for the provision of services in the Freedom Pay System (hereinafter referred to as the Agreement) as follows:
1. Terms and Definitions Used in the Agreement
1) Payment is
a non-cash transaction of funds paid by the Payer to the Company for goods/works/services sold by the Company through the System.
2) Transaction is a banking operation that involves transferring money from one account to another.
3) Service means
payment service in accordance with the license of the Central Bank of the Republic of Uzbekistan.
4) Payer is any individual or legal entity making Payments through the System.
5) Freedom Pay System/System is a software and hardware complex used by the Organization and ensuring information and technological interaction between the Organization, Bank, Payer and the Company in the course of acceptance of Payments in favor of the Company.
6) Settlement Participants include Bank, Payer, and the Company.
7) Online store is a software resource of the Company with a unique web address on the Internet, providing information via the Internet about the goods/works/services being sold, and accepting orders from Payers for their purchase.
8) Personal account is a specialized section of the Company on the Organization's website, provided to the Company within the System, ensuring the use of the services provided for in paragraph 2.1 hereof, and ensuring that the Company receives real time information on the status of Payments, downloads the Registers of accepted payments.
9) Chargeback (Dispute Financial) is a requirement of the issuing bank to return to the cardholder the amount of the disputed transaction in the event of improper performance by the Company of its obligations to provide services paid for under the Agreement, or in the event of receipt by the issuing bank of an application from the cardholder from whose card account the payment was made, on the unlawful debiting of money from this card account to pay for services.
10) Bank/Acquiring Bank is a Commercial bank of the Republic of Uzbekistan, which acts as a partner of the Organization and ensures round-the-clock authorization of transactions carried out through the Company's online stores using the Freedom Pay System.
11) International Payment System (hereinafter referred to as IPS) is a system of settlements between banks of different countries, using uniform standards of payment instruments of this system.
12) IPS rules is a set of documents regulating the activities of IPS participants.
13) Transaction Registry (hereinafter referred to as the Registers) is a report of the Organization, generated automatically through the Organization's system. The Registers represent the basis for generating the Service completion certificate, indicating the total amount of services rendered for the period agreed upon by the Parties. The Register is an electronic file containing information on all applications routed in favor of the Company through the Organization's System.
2. Subject of the Agreement
2.1. The Organization provides the Company with services to ensure the acceptance of Payments by organizing and ensuring information and technological interaction between the Organization and the Settlement Participants, as well as by ensuring the transfer of funds to the Company for Payments for goods/works/services sold by the Company through the System, and the Company undertakes to pay the Organization a remuneration in the amount, within terms and under conditions approved by the Parties in the Agreement (hereinafter referred to as the Services).
2.2. The information and technology services provided by the Organization to the Company within the System may include, upon request of the Company, the following Services:
2.2.1. Gateway for connecting payment systems;
2.2.2. Integration and generation of transactions;
2.2.3. API for connecting the Company;
2.2.4. CMS connection modules;
2.2.5. Service for issuing bills and their accounting;
2.2.6. Client interface of the Company (personal account);
2.2.7. Reporting module;
2.2.8. Transaction monitoring functions;
2.2.9. Transaction statistics service;
2.2.10. Functions for unloading a transaction-by-transaction register;
2.2.11. Functions for automatic sending of a transaction-by-transaction register to the Company;
2.2.12. Module of permissible operations;
2.2.13. Payment acceptance service;
2.2.14. Payment refund service;
2.2.15. Payer notification module;
2.2.16. Sending notifications to e-mail and/or other resources;
2.2.17. Searching for a transaction on the Organization's website;
2.2.18. Module for creating requests to technical support for the Organization's System;
2.2.19. Mobile commerce service within the Freedom Pay electronic money system;
2.2.20. SecureBox anti-fraud monitoring service;
2.2.21. Service for generating Company's fiscal receipt certificate for transfer to the STC (State Tax Committee).
3.2. Procedure for Interaction between Parties and Procedure for Mutual Settlements
3.1. Within 10 (ten) business days from the date of conclusion of the Agreement, the Organization shall form a general list of methods of accepting Payments in the System available to the Company and make the appropriate settings.
3.2. The Company connects its Online Store to the System in accordance with the Connection Instructions located on the Organization's website. As a result of the connection, the Company is provided with a Personal Account, through which the Company receives all the information and technological capabilities of the System, as well as the services provided for in paragraph 2.2 hereof.
3.3. The Organization collects funds for accepted Payments in favor of the Company, received in the Organization’s bank account specified in Section 15 of the Agreement (Details of the Parties) through the System.
3.4. The Organization shall transfer funds for accepted Payments to the Company's bank account specified in Section 15 of the Agreement (Details of the Parties), after deduction of the remuneration, and within the terms and under the conditions specified in this Agreement and/or its Appendices.
3.5. The Organization's remuneration for accepting Payments makes a certain percentage of the amount of accepted Payments, the amounts of which are specified in Appendix 2 hereto, and shall be calculated on the basis of the Registers generated by the System automatically.
3.6. All settlements and payments as per Registers shall be carried out by the Parties in non-cash form, in the national currency of the Republic of Uzbekistan at the exchange rate of the Central Bank of the Republic of Uzbekistan upon relevant Payment.
3.7. Every month, before the 10th (tenth) day of the month following the reporting month, the Organization shall generate electronically and send to the e-mail address of the Company _________ a relevant Service completion certificate, based on the Registers.
3.8. The Company shall verify the data specified in the Registers within a period not exceeding 10 (ten) business days from the date of receipt of the Service completion certificate. If there are no objections, the Organization shall sign and send to the Company 2 (two) copies of the Service completion certificate and an invoice for the amount of remuneration specified in the Service completion certificate within the period specified in this paragraph.
3.9. The Company shall sign and send to the Organization one copy of the Service completion certificate, signed by the Parties, within 5 (five) business days after receiving it from the Organization. The second copy shall remain with the Company.
3.10. In case of disagreement with the data provided in the Registers, the Company shall provide the Organization with a reasoned justification and supporting documents for reconciliation within the period specified in paragraph 3.9 hereof.
3.11. Within 5 (five) business days from the date of receipt of the Company's reasoned justification, the Organization shall reconcile the discrepancies identified by the Company. Should the discrepancies are confirmed during the reconciliation, the Organization, within the period established by this clause of the Agreement, shall draw up a Service completion certificate based on the corrected data. The Parties shall then act on the basis of paragraphs 3.8. – 3.9 hereof.
3.12. If the Company fails to provide the Organization with a signed Service completion certificate or a reasoned justification provided for in paragraph 3.10 hereof within 5 (five) business days, the Service completion certificate shall be deemed accepted by the Company and the services duly rendered by the Organization.
3.13. The Organization is not a payer of Value Added Tax (hereinafter referred to as VAT).
4. Rights and Obligations of the Parties
4.1. The Organization shall:
4.1.1. No later than 10 (ten) business days from the date of conclusion of the Agreement, ensure the appropriate configuration of the System, as well as the round-the-clock operation of the System for the purpose of receiving Payments from Payers in favor of the Company, as well as exchange of the information messages between the System and the Company.
4.1.2. Send the Company an electronic confirmation of the accepted Payment (System Message) in real time, indicating a unique number by which the details of the accepted Payment can be fully identified.
4.1.3. Immediately stop accepting Payments in the event of termination (suspension) of the powers of any of the services specified in Appendix 2 hereto. Such suspension, aimed at protecting the rights and interests of the Parties, shall not be deemed a violation of the Agreement and cannot serve as grounds for the application of property sanctions or other negative consequences against the Organization.
4.1.4. Notify the Company of the suspension of Services no later than the date of such suspension, indicating the reason and period of suspension.
4.1.5. Transfer to the Company’s bank account specified in Section 15 of the Agreement (Details of the Parties) the amount of all Payments received from Payers after deduction of remuneration, as well as within the timeframes specified in Appendix 2 hereto.
4.1.6. Provide technical support for the System in accordance with the terms of Section 7 of the Agreement.
4.1.7. Generate Registers for each day (for the period from 00:00:00 to 23:59:59, Tashkent time) and send the generated Registers to the e-mail address____________________ no later than 23:59:59, Tashkent time, on the first business day following the day of sending information about the Payment in accordance with clause 4.1.2. The Register Forms are determined in Appendix 3 hereto. If there were no transfers, the Organization shall send to the Company the Registers with a zero value. Based on the submitted Registers of transfers, monthly Registers of Payments and Payouts are formed. Unilateral modification of the data in the submitted Registers by the Organization is not allowed.
4.1.8. In time and in full comply with the requirements of the Law of the Republic of Uzbekistan "On combating the legalization of proceeds from crime, the financing of terrorism and the financing of proliferation of weapons of mass destruction", including measures to conduct due diligence of Clients (identification), check against sanctions lists, exclude the possibility of using payments as a tool for the legalization (laundering) of proceeds from crime and the financing of terrorism.
4.1.9. In the event of receiving a request for additional information on Payments from authorized bodies of the Republic of Uzbekistan, the Central Bank of the Republic of Uzbekistan, other government bodies or as part of the analysis of the operations of the Company and Payers by the Bank, the Organization shall provide available information, data and documents on operations that do not require additional time to collect information.
4.1.10. In the event that the Organization and/or the Bank and/or the IPS recognize any Payments as erroneous, duplicated, suspicious, or confirmed as fraudulent transactions, the Organization shall cancel such Payments.
4.1.11. Generate a fiscal receipt certificate for the Company for transfer to the STC (State Tax Committee).
4.2. The Organization may:
4.2.1. Unilaterally change the amount of remuneration under this Agreement, subject to prior notice to the Company of at least 10 (ten) business days.
4.2.2. Temporarily, unilaterally, and with mandatory prior notification of the Company, indicating the reasons, suspend the fulfillment of obligations under the Agreement in the following cases:
4.2.2.1. The occurrence of circumstances that prevent the use of any hardware and software connected to the technical infrastructure of the Company, or specialized software - for the period of existence of such circumstances;
4.2.2.2. The occurrence of circumstances beyond the control of the Parties which, in the opinion of the Organization, may result in significant losses for the Organization and/or the Company - for the period of existence of such circumstances;
4.2.2.3. Violation by the Company of any of its obligations stipulated by the Agreement - until the Company has completely eliminated the violation committed.
4.2.3. Suspend transfer or withhold from subsequent Payments the monetary amounts of transactions that have become or may become the subject of any disputes or disagreements in accordance with the IPS rules.
4.2.4. Require the Company to conduct intermediate reconciliations of settlements under the Agreement, should any discrepancies are identified.
4.2.5. Post information about cooperation with the Company, as well as trademarks or other images that represent means of identification of the Company and/or its services in the relevant Payment acceptance points, in printed materials and on Internet websites used by the Organization to accept Payments from Payers.
4.2.6. The Organization may unilaterally change the terms of the Agreement to improve them for the Company, subject to mandatory notification of the Company.
4.2.7. In order to fulfill obligations hereunder, the Organization may assign some of its rights and powers to third parties. The assignment by the Organization of its rights and powers hereunder does not release the Organization from fulfilling obligations hereunder and does not relieve the Organization of liability for violation of obligations provided herein.
4.2.8. The Organization may demand from the Company (its representative) the provision of information and documents necessary for the proper verification and identification of the Company (its representative), the identification of the beneficial owner, as well as the provision of information on tax residency, type of activity and source of financing of the transactions performed, documents related to the performance of transactions, as well as those necessary for verifying the compliance of the Payment transactions performed by the Company with the law.
4.2.9. The Organization may refuse the Company to continue business relations, to conduct operations for accepting Payments and/or to suspend the Company’s operations in cases stipulated by the Law of the Republic of Uzbekistan “On combating the legalization of proceeds from crime, the financing of terrorism and the financing of proliferation of weapons of mass destruction” and other regulatory and legal acts of the Republic of Uzbekistan and the MPS rules.
4.2.10. Suspend the performance of obligations under the Agreement in relation to the Company if there are reasonable grounds for assuming possible fraud or other illegal activities of such Company related to the use of information systems and/or the sale of Prohibited Goods, until the dispute is clarified / resolved.
4.2.11. Unilaterally change the period for crediting funds for Transactions conducted in the Company's Online Stores through the System in the event of suspicion of fraudulent transactions, by notifying the Company in writing.
4.2.12. Unilaterally change the amount of the transaction, as well as daily and monthly limits in case of suspicion of fraudulent transactions.
4.3. The Company shall:
4.3.1. Comply with all the System operation requirements and rules, the instructions for use of the personal account in the System, which represent an integral part of the Agreement, as well as all instructions of the Organization (including instructions for a specific type of Payment issued by the System when paying for a specific product, work, and service).
4.3.2. Provide all information necessary for accepting Payments accurately and reliably.
4.3.3. Avoid using the System in any activity, including but not limited to entrepreneurial activity that violates the applicable legislation of the Republic of Uzbekistan and/or the rules of the International Payment System.
4.3.4. Independently pay all taxes related to the activities of the Company.
4.3.5. Upon request of the Organization, provide the Organization with information on the activities of the Company and documents necessary for the Organization to fulfill its obligations stipulated by the Agreement and the legislation of the Republic of Uzbekistan and internal documents of the Organization, including, but not limited to, information on beneficial owners within 2 (two) business days from the date of receipt of the request.
4.3.6. Provide the Organization with supporting documents on the delivery of the Goods and/or provision of Services upon the first written request of the Organization within 2 (two) business days from the date of receipt of such a request.
4.3.7. Compensate the Organization for losses incurred in connection with fines and other deductions caused by the Company’s violation of the IPS Rules, as well as expenses related to the Company’s violation of the IPS Rules, which resulted in fines and other deductions;
4.3.8. In order to prevent the possibility of causing losses to the Organization, notify the Organization in writing within 3 (three) business days of the adoption by authorized bodies of restrictive decisions/actions in relation to the Company, such as:
4.3.8.1. forced reorganization or liquidation of the Company;
4.3.8.2. suspension of expenditure transactions on any bank accounts of the Company;
4.3.8.3. seizure of money and/or other property of the Company;
4.3.8.4. other decisions or actions that are of material importance for the execution hereof;
4.3.9. Notify the Organization in writing of all changes and additions to the documents submitted upon conclusion of this Agreement, as well as in the event of a change in the beneficiary, executive body, telephone numbers, fax numbers, e-mail, legal/actual addresses, bank details, constituent documents and other information provided by the Company to the Organization, within 3 (three) business days from the date of such changes/additions.
4.3.10. The Company shall independently resolve Payers' claims for receiving substandard 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 terms, as well as in cases of non-performance and/or improper performance of Services, without involving the Organization into the return procedure, unless otherwise established by agreement of the Parties and the legislation of the Republic of Uzbekistan.