Merchant Payment Agreement
This Agreement for Collection Solution (hereinafter referred to as the Agreement) is entered into on this ----- of ------------, of the Cristian Era, at Dhaka, Bangladesh.
Service Hub limited, a Company incorporated under the company acts 1994, having its registered office at Devotech Technology Park, Plot No # 11, Road No # 113/A Gulshan - 2, Dhaka 1212, Bangladesh. Hereinafter referred to as the SHL or “First party” (which expression shall, unless excluded by or repugnant to the subject or context, mean and include its successors-in-interest, illegal representatives, administrators, executors and permitted assign).
________________________________________ an organization, having its registered office at ______________________________________________________
hereinafter referred as the "Second Party" (which expression shall, unless excluded by or repugnant to the subject or context, mean and include its successors-in-interest, illegal representatives, administrators, executors and permitted assign).
A. The First Party provides Payment System Operator (PSO) Services under license issued by the Bangladesh Bank;
B. The Second Party operates diversified business in retail sector;
C. The Second Party wants to collect payments from their customers I beneficiaries, hereinafter referred to as the "Payers" in this Agreement against products and/or services offered by the Second Party, using the Digital Financial Services offered by the First Party;
D. Both the Parties are desirous of exploring the synergies between the two organizations by offering agreed services to each other. The Parties mutually agree to execute this Agreement.
NOW THERFORE BOTH THE PARTIES AGREE TO EXECUTE THIS AGREEMENT ON THE FOLLOWING TERMS AND CONDITIONS:
1.0 OBJECTIVES OF THE AGREEMENT
To introduce SHL Payment Service for the Second Party's Payers and thus to enable such Payers to make payment from their SHL wallet to the Second Party's Collection Account against the products and services offered by the Second Party This will add a new and convenient payment method for the second Party's existing and new Payers.
2.0 RESPONSIBILITIES OF THE PARTIES
1. Responsibilities of the First Party
The First Party will enable the collection of deposits/ payments from the Payers of the Second in exchange of the received SHL virtual money into the Collection Account, within the following bank business day the First Party shall transfer entire balance or partial balance (as requested by Second Party) to the Second Party's designated bank account through BEFTN after deducting the Settlement Fee as agreed in clause 3 of this Agreement. Second party may withdraw full or partial amount as per Second Party's convenient.
2. Responsibilities of the Second Party
2.2.1 The Second Party shall allow the First Party to deduct agreed Settlement fee from payments made by payers and received by First Party in the collection account before the money by First Party before the settlement of deposits/ payments received in the collection Account to it’s the designated bank account of the Second Party.
2.2.2 The Second Party shall always be responsible in all respect for all the SHL wallet used by in its different outlets/branches pursuant to this Agreement.
2.2.3 The Second Party shall receive payment from its Prayers only if the second Party receives any SHL virtual money from any other person or entity other than its prayers error or mistake, the Second Party agrees that the First Party shall have the rights to resolve the issue and reverse the transaction after proper investigation, validation from system and keeping necessary documentation. In addition, if any Payer mistakenly pay more than the actual amount, First Party shall have the right to reverse/partial debit second party Account after proper investigation, validation from system and keeping necessary documentation
2.2.4 The Second Party may promote the First Party with the promotional Materials provided by the First Party.
2.2.5 The Second Party shall ensure that the First Party's communication materials including the First Party's logo, payment process and other important information are visible to the SHL Customer's) while they purchase goods and/or receive services from the Second Par;
3. CASH SETTLEMENT PROCEDURES & FEES
3.1. The SHL virtual money deposited in the Collection Account will be transferred to the Second Party's designated bank account as cash after deduction of the agreed Settlement Fee by the First Party, on the following business working day.
3.2. The settlement time will depend on BEFTN rules of the concerned bank. The First Party shall not be liable in any way for any delay caused by BEFTN.
3.3. Settlement Fee payable to the First Party shall be the percentage as per following table (including VAT) of the total SHL virtual money deposited in the Second Party's Collection Account by the Second Party's Payers. This rate may be revised after certain period by mutual understanding of the Parties.
Visa & Master Card
4. MARKETING & COMMUNICATIONS
The First Party may conduct marketing and communication activities to promote this service.
This Agreement shall remain valid from the Effective Date of this Agreement and shall continue to be valid unless terminated earlier by either of the Parties pursuant to provision of Clause 7 of this Agreement.
6. LIMITATION OF LIABILITY
Liability of the First Party, whether in contract or otherwise, shall be limited to the actual loss of SHL virtual money from the Second Party's Collection Account, only in the case of an error or miscalculation committed by the direct failure of the First Party. In any event, the First Party shall not be liable for any costs, loss, fraud, liability, damage, loss of profits, loss of business, or for wasted expenditure, whether direct, indirect, special, incidental or consequential arising out of the supply of any service or for failure to supply any service due to the fault of a third party or due to circumstances beyond the control of the First Party.
1. This Agreement may be terminated by either Party:
A. at any time by giving 30 (thirty) days' prior written notice to the other Party without assigning any reason thereof; or
b. by giving 7 (seven) days' written notice to the other Party, if any Party breaches a performance, representation, warranty or material obligation of this Agreement and fails to cure the breach within 7 (seven) days from the receipt of a written request to cure from the non-breaching Party.
8. REVERSAL OF TRANSACTION BY THE FIRST Party
The First Party may reverse a transaction if:
I. The First Party is required by a court, tribunal or administrative order to charge back any transaction; and/or
ii. The First Party is required by the Bangladesh Bank to charge back/ any Transaction; and/or
iii. The First Party deposited SHL virtual money in, or credited the Second Party's SHL Collection Account in error/mistake.
9 DISPUTE RESOLUTION
To extend the time for the settlement, then the issue or dispute or claim shall be finally resolved by arbitration in accordance with the Arbitration Act, 2001 of Bangladesh by service of written notice referring the issue or dispute or claim to arbitration. For the purpose of such arbitration, the Parties shall appoint 1 (one) arbitrator each within 15 (fifteen) days of receipt of the written notice to refer to arbitration and thereafter the 2 (two) arbitrators appointed by the Parties shall jointly appoint an additional arbitrator within the next 15 (fifteen) days who shall be the chairman of the arbitration tribunal consisting of 3 (three) members. All arbitration If any issue or dispute or claim arises out of or in connection with this Agreement, including breach, interpretation, termination or invalidity hereof, the Parties shall try to resolve the issue amicably by mutual understanding upon receipt of written notice of such dispute or claim by the affected Party to the other Party requesting for an amicable settlement. If there is no amicable settlement within a period of 30 (thirty) days of receipt of written notice served by the affected Party or upon Commencement of amicable settlement process 30 (thirty) days have elapsed without a settlement and the Parties did not agree in writing
Proceedings shall be conducted in the English language and the place of arbitration shall be Dhaka, Bangladesh. The decision of the Tribunal shall be regarded as final and binding on the Parties to this Agreement. Each Party shall bear its own costs, charges and fees of such arbitration.
a. All Confidential Information of the First Party shall be considered to be the trade secrets of the First Party and they shall be entitled to all protections given by law of trade secrets.
b. The Parties covenant and agree to keep confidential and secret, whether stated to be confidential or not, all verbal and written communications and all other information that the Parties came to know pursuant to the relationship created by this Agreement.
The parties shall adhere to the laws on Anti-Money Laundering (AML) and Combating Financing of Terrorism (CFT) and take necessary measures to ensure that transactions under this agreement are not used for money laundering or financing of terrorism.
At any time during the validity of this agreement, all the parties may mutually agree to modify or amend the existing framework or requirement of this agreement as circumstances demand. No amendment, renewal or modification to this agreement shall be effective unless it is in writing and signed by duly authorized representatives of all parties.
IN WITNESS WHEREOF, this Agreement has been duly executed by or on behalf of both the Parties.
Accepted on behalf of the First Party Accepted on behalf of the Second Party
SIGNED AND DELIVERED SIGNED AND DELIVERED
On behalf of Service Hub Limited On behalf of ________________
WITNESSES: (Signature) WITNESSES: (Signature)