Key Terms and Definitions

Abbreviations:

Definition of Key Terms:

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 Acquiring Services Agreement

This agreement (“Acquiring Services to [Sponsor Financial Institution] by [PSP

Company]”) is made and entered into effect on [date] at Kabul, Afghanistan.

BETWEEN
PSP’s introduction………………

And

Sponsor Financial Institution’s introduction.......

1- Contract subject:
Providing Acquiring Services, the Sponsor Financial Institution’s customers by PSP.
Technically means, acquiring Sponsor Financial Institution’s cards by PSP
channels.

2- Terms and conditions;

3-1 SFI Responsibilities:

1. Bank (SFI) will send SMS to its current account holders while debiting or
crediting/ for each transaction subject to applicable charges and their
agreement with customer from time to time.
2. SFI has the responsibility of Settlement and reconciliation of the PSP.

3. SFI has the responsibility of supervision and monitoring for the proper
application of the related rules and regulations of the services provided
by PSP including AML, CFT etc. SFI shall do the compliance clearance
as per their internal compliance policy which has been duly approved
by SFI board and DAB.

4. SFI will provide acquiring services (ATM, POS/mPOS/E Commerce)

across all payment channels through the PSP.
5. SFI must have the membership of APS for the purpose of interoperability.
3-2 SFI Rights:
1. SFI will carry out the settlement and reconciliation of PSP transactions
based on what will be explained in Settlement section.

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 2. SFI will receive transaction commission as per the agreed charges sheet
with PSP

3-3 PSP Responsibilities:

1. All issues related to Reconciliation and Settlement shall be carried out

through the SFI
2. PSP is obliged to obey all rules and regulations of the SFI including but
not limited: AML/CFT.
3. PSP shall provide the list of all provided products and services officially
to the DAB.
4. PSP, under any circumstance, cannot keep the funds of the customers
in a direct or indirect form with itself.
1. The fund in the ATM machines will be the property of SFI.

5. PSP must have the NOL from DAB for the purpose of offering the
mentioned acquiring services
6. PSP must integrate with APS for the purpose of interoperability and
acceptance of AfPay cards as per the internal policy and procedure
of APS

3-4 PSP rights:

1. Providing all the acquiring services. Services include ATM, POS/mPOS,

Mobile Application to accept domestic and international card
schemes.

2. Receiving transaction commission as per the agreed charges sheet with

Azizi PSP

3- Settlement
Details on how the settlement will be done
4- Customer right protection
Customer right protection shall be adored by the Sponsor Financial Institution per
their internal operations policy and DAB regulations.
5- Validity of the contract:
This contract is renewed automatically unless either of the parties raises any
objection.

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6- Termination prior to expiration

The agreement shall automatically and immediately stand terminated upon

occurrence of any one or more of the following events:

a) Either party ceasing / closing to do business;

b) Any kind of breach or violation of any obligation / responsibility contained in
this agreement by one party which remains uncured for a period of thirty [30]
days after written notice thereof from the other party (or if such material
breach or violation requires more than thirty [30] days to cure, and such cure
is not commenced within thirty [30] days of its written notice).
c) The inability of either party hereto to fully perform any responsibility /
obligation of such party hereunder as a result of any law, regulation or rule
applicable, directly or indirectly to such party or due to any reason
whatsoever.

7- Modification
This Agreement can only be varied, modified, altered and amended by mutual
written consent of both the parties hereto, and shall notify DAB in advance.

8- Governing Laws

This Agreement is governed by and shall be construed in accordance with the

laws of Islamic Republic of Afghanistan and all competent courts shall have the
jurisdiction to hear and determine any action, claim or proceedings arising out of
or in connection with this agreement.

8.1. Parties shall be liable for non-fulfillment (improper fulfillments) of the

obligations assumed under this agreement, in accordance with the current
legislation in the Banking sector (Afghanistan Banking Law).
8.2. The parties shall follow relevant national laws in their disputed cases.
8.3. Rules and regulations of Da Afghanistan Sponsor Financial Institution
shall be applied to the case.
8.4. APS guidelines and regulations must be applied.

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9- Change of Ownership:

In case the PSP brings in any New Partner / Shareholder or Sells his business to any
third party, then it should obtain prior NOC form Sponsor Financial Institution, APS
and DAB and all the terms and conditions of this agreement will automatically be
binding on the new entity / owners / parties.

10- Entire Agreement

The agreement shall be binding upon and shall inure to the benefits of the parties
hereto and their respective successors and permitted assigns. Moreover, this
agreement incorporates the entire understanding between the parties and
supersedes all oral and written agreements, representations and / or
arrangements if any between the parties.

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Signatures

PSP Company Sponsor Financial Institution

___________________ ___________________
Name: Name:

Title: Title:

Witness: Witness:

Name: Name:
Title: Title:

Date: Date:

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