TAM POS Agreement - 2

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THE MERCHANT AGREEMENT is made on the Effective Date (as defined in Annexure 1 to this “Chip-and-PIN” means all face-to-face

eans all face-to-face Transactions processed in line with the Chip-and-


Agreement). PIN Program.
BY AND BETWEEN: “Confidential Information” means the Transaction Data or information, the Cardholder’s
1. Payment International Enterprise B.S.C (c), duly registered in the Kingdom of Bahrain under personal data, this Agreement, information about PIE AND/OR SERVICE PROVIDER’s business
Commercial Registration No. 89364 and licensed by the Central Bank of Bahrain as an and any other information that would be regarded as confidential, privileged, private or
Ancillary Service Provider and having its registered office address at Offices No. 41, Building sensitive information by a reasonable person.
No. 1042, Road No. 3621, Al Seef, Kingdom of Bahrain, P.O Box 2152, (hereinafter referred “DCC” means Dynamic Currency Conversion process whereby the Merchant converts the
to as “PIE”). amount of a Payment Transaction from BHD into the DCC Currency at the POS Terminal.
2. The Merchant (as defined in Annexure 1 to this Agreement). “DCC Currency” means the currency of the Foreign Card’s country of issue and/ or billing
(A) WHEREAS PIE is a Payment Facilitator and will be providing Point of Sale (POS) for currency and denominated by the Card.
Payment Acceptance through Service Provider (and/or any other proprietary digital “Effective date” means the date this Agreement will start and take effect as described in
commerce platform(s) as may be designated by PIE and /or Service Provider from time Annexure 1.
to time); “Equipment” means the POS Terminal and hardware equipment, software and other
(B) The Merchant wishes to accept payments from the Merchant’s customers to pay for electronic computer and telecommunications devices and equipment (including any Chip-
the purchase of goods and/or services using Cards, prepaid cards, or other physical, and-PIN processing equipment) provided by SERVICE PROVIDER to the Merchant to process
digital or virtual payment devices or account access devices as specified in Annex 1 to any face-to-face Transaction.
this Agreement; “Fees” means all charges and fees due for the services PIE provides to the Merchant and
(C) The POS device, Merchant Portal Access, supplies/maintenance and settlement to the any other charges or fees set out in Annexure 1or as may be notified by PIE in writing to the
merchant account for the payments accepted will be done by the Service Provider, as Merchant from time to time in accordance with this Agreement.
per the terms of this agreement “Floor Limit” means the maximum value the Marchant is allowed to charge to a Card at any
NOW THEREFORE the parties agreed as follows: one day as set out in Annexure 2 or as notified by SERVICE PROVIDER to the Merchant in
1. DEFINITION AND INTERPRETATIONS writing, above which the Merchant must obtain SERVICE PROVIDER’s authorization.
1.1. In this Agreement, the capitalized words or phrases below shall have the meanings shown SERVICE PROVIDER reserves the right to change the Floor Limit at any time by giving the
next to them unless otherwise defined or the context otherwise requires. Merchant notice in writing.
“Account(s)” means - valid payment account issued by an Account Provider under one of “Foreign Cardholder(s)” means a Cardholder of a Card where the currency of the Card’s
the Schemes as may be updated, modified, or replaced and notified by PIE AND/OR SERVICE country of issue and/or billing currency is not the local currency of BHD and the Card
PROVIDER to the Merchant in writing from time to time. Scheme uses DCC.
“Account Holder” means any person who is entitled to use the Account and who is a “Intellectual Property Rights” means any patents, inventions, know-how, trade secrets and
customer purchasing goods and/ or services from the Merchant. other Confidential Information, registered designs, copyrights, software, database rights,
“Account Provider” means the organization with which an Account is held. design rights, moral rights, trademarks, service marks, images, logos, domain names,
“PIE” means Payment International Enterprise B.S.C (c), including any successor business or business names or trade names and all other intellectual property and neighboring rights
any other person Payment International Enterprise may transfer or assign its rights and/ or and similar rights in any part of the world (whether or not registered or capable of
obligations to under this Agreement. registration).
“SERVICE PROVIDER’s Authorization Center” means the center administered by or on behalf “Issuer” means a member of a Card Scheme who may issue Cards.
of SERVICE PROVIDER and contactable 24 hours seven (7) days of the week, which the “Merchant” means the person described in the Annexure 1 to this Agreement, and unless
Merchant should contact by telephone at +973 17 299 444 (or such other number as may the context otherwise requires, includes the Merchant’s directors, employees, staff, agents,
be notified by SERVICE PROVIDER to the Merchant from time to time) to obtain subcontractors or anyone acting on the Merchant’s behalf and to the Merchant’s heirs after
authorization in the event of query or doubt as to the validity of any card or transaction the Merchant’s death (this does not apply to companies) and to the Merchant’s successors
“Agreement” means this Merchant Agreement, the Annexures and Schedules, the Scheme and approved assignees. If two or more people are shown as the Merchant in Annexure 1,
Rules, the application documents and any additional terms and conditions, manuals, each shall be liable individually as well as jointly.
policies and procedures and documents that apply to the Merchant, in each case as may be “Merchant Outlet” means the physical retail outlet (or department) owned and operated
amended, updated or replaced. by the Merchant in the Kingdom of Bahrain and which is agreed in Annexure 1 and/ or any
“Bahraini Dinars” or “BHD” means the lawful currency of the Kingdom of Bahrain. other outlets (or departments) as may be agreed by PIE in writing.
“Bank Account” means the valid account held by the Merchant under this Agreement, as “Offline Transaction” means a Transaction where an authorization is obtained manually
described in Annexure 1 through SERVICE PROVIDER Authorization Center and requires the signature of the
“Business Day” means any day other than a Friday and a Saturday or a public holiday on Cardholder.
which banks and other financial institutions are open for business in the Kingdom of “Operating Guide” means any operating guides (including but not limited to any
Bahrain. instructions, guides and manuals) which SERVICE PROVIDER makes available to the
“Card(s)” means any valid payment card or other valid payment device, in any Card category Merchant as amended, updated or replaced from time to time.
(debit card, credit card, commercial card or prepaid card), which is accepted at SERVICE “Party” means each PIE and the Merchant and “Parties” means PIE and the Merchant
PROVIDER Equipment, and which is used by an Issuer in conjunction with an account under together.
Visa and MasterCard and any other Card Scheme for payment acquiring. “Payment Transaction(s)” means an authorized payment transaction by the Cardholder or
“Cardholder” means any person who is entitled to use the Card (and whose name is Account Holder using a Card or mobile to pay for goods and/ or services provided by the
embossed or printed on the Card) and who is a customer purchasing goods and/ or services Merchant.
from the Merchant. “Payment Processing Services” means the payment processing services offered by SERVICE
“Card Scheme(s)” means Visa, MasterCard, JCB, American Express, UPI, Benefit, GCC Net PROVIDER which provide the Merchant with the ability to accept Card and certain other
and any other card scheme as specified in Annexure 1 to this Agreement or accepted by payment methods on a website or mobile application using the Merchant’s Platform and
SERVICE PROVIDER for payment acquiring and notified by SERVICE PROVIDER to the include Gateway Services.
Merchant in writing from time to time. “PCI DSS” means the Payment Card Industry Data Security Standards which apply as
amended, updated or replaced from time to time including 3-D Secure to improve the
“Card-Not-Present Transaction” or “CNP Transaction” means a Transaction by a Cardholder security of CNP Transactions. Details can be found at www.pcisecuritystandards.org or any
where the Cardholder is not physically present at the Merchant Outlet at the time of the other location as may be notified to the Merchant from time to time.
Transaction and it comprises telephone order or mail order Transaction “PAN” means the Cardholder’s primary account number displayed on the front of the Card.
“PIN” means the Cardholder’s personal identification number on the Card.
“Chargeback” means the circumstances, under the Scheme Rules, PIE AND/OR SERVICE “POS Terminal” means the Point of Sale machines owned and operated by SERVICE
PROVIDER, the Issuer or the organization with which the Account is held or the Cardholder, PROVIDER to receive Card payments and to record the Transaction Data.
will have the right to refuse to settle payment or request reimbursement (of a payment “POS Record” or “Receipt” means the printed receipt of any Payment Transaction
which has already been settled). The risk and responsibility for any Chargeback shall be with (approved, referral or declined Payment Transaction).
the Merchant even if the payment has been authorized. “Refund” means a refund given to the Cardholder or the Account Holder by the Merchant
“Chargeback Fee” means the fee incurred each time a disputed Card Transaction (or portion of a payment for credit to that Cardholder’s account.
thereof) is charged back to the Merchant. “Service Provider” refers to Arab Financial Services Co. and any of the entities engaged by
“Chargeback-to-Sales Ratio” means the specific Chargeback threshold for Payment PIE for service delivery to the merchant.
Transactions as set out in this Agreement as may be varied by SERVICE PROVIDER or the “Scheme” means a payment scheme or method approved by SERVICE PROVIDER, including
Card Schemes and notified to the Merchant from time to time. the Card Schemes.

PIE Initial…………………… 1 Merchant Initial………………………….


vii. The logo or mark on the Card matches the logo or mark under the
“Scheme Rules’’ means the collective set of bylaws, rules, regulations, operating relevant Card Scheme.
regulations, policies, procedures, guidelines and manuals issued by (or in relation to) viii. The Card is not visibly mutilated, damaged or altered.
SERVICE PROVIDER and/or any Card Scheme and/ or any other Scheme, as may be as ix. The Payment is genuine and for the legal purchase of goods and/or the
amended, updated or replaced from time to time, and which shall form an integral services provided by the Merchant in the normal course of business.
part of this Agreement as if annexed to or set out in the body of this Agreement in x. The Card is not listed on a Card Recovery Bulletin by the relevant
full. Scheme or notified by SERVICE PROVIDER to the Merchant as
“Security Code” means any of the following contained in a Card: the contents of the recoverable from the Cardholder because it is stolen, past-due, over-
magnetic stripe; the Card verification value in the magnetic stripe or in a chip; the limit, counterfeit, forged or it is otherwise problematic or unlawful. If
Card security code; and the PIN verification value contained in the magnetic stripe. the Card is recoverable, the Merchant shall immediately inform
“Services” means the agreement by PIE to transfer to the Merchant funds in respect SERVICE PROVIDER.
of Payment Transactions and any additional service agreed by PIE to help the 2.4. .If the Merchant is uncertain in respect of the nature of any Card or its validity
Merchant to process payments or otherwise on the terms and subject to the or the identity of the Cardholder, the Merchant shall immediately contact the
conditions of this Agreement. Authorization Center (+973 - 17 299 444) for verification and shall comply with
“Surcharge” means any additional charge or payment added by the Merchant to the the Authorization Center’s instructions. Should the Authorization Center ask
Cardholder making a Card payment, and which is prohibited by law. the Merchant to retain the Card, the Merchant shall do so in accordance with
“Term” means the term defined in clause 22 of this Agreement. the law
“Transaction Data” means data about a particular Transaction and would include the
value of the Transaction and the Card information. 2.5. If the Card is issued by an Issuer outside the Kingdom of Bahrain, the Merchant
“VAT” means value added tax and any other similar tax or duty shall verify the identity of the Cardholder, record details of the identification
1.2. In this Agreement: document on the POS Record retained by the Merchant and shall obtain a copy
1.2.1. The Definitions, Annexures and Schedules, Operating Guide, the Scheme of such verification document for presentation to PIE AND/OR SERVICE
Rules, the application documents and any additional terms and PROVIDER upon request.
conditions, manuals, policies and procedures and documents that apply 2.6. The Merchant shall obtain authorization through SERVICE PROVIDER for any
to the Merchant, as may be amended, updated or replaced, shall form an Payment Transaction where the value is above the Merchant’s Floor Limit and
integral part of this Agreement as if set out in full in the body of this for any Card-Not-Present Transaction. SERVICE PROVIDER will contact the Card
Agreement. Issuer to approve the Card Payment Transaction.
1.2.2. Any reference to singular includes the plural and vice versa. 2.7. The Merchant shall not split the value of sales made to a Cardholder at any one
1.2.3. Words denoting the masculine will include the feminine and vice versa. time over more than one Card Transaction so as to avoid obtaining SERVICE
1.2.4. Words denoting natural persons will include companies and vice versa. PROVIDER’ authorization.
1.2.5. Reference to date shall be in accordance with the Gregorian calendar. 2.8. If authorization of a Payment Transaction is refused and a message such as
1.2.6. References to clauses and Annexures means the clauses and Annexures “decline”, “pick up” or “referral” is generated, the Merchant shall contact the
of this Agreement. Authorization Center for authorization and shall comply with the Authorization
1.2.7. Words “includes”, “including”, “in particular” and “other” will mean by Center’s instructions. Should the Authorization Center approve the Payment
way of example, emphasis or illustration only and will not limit the Transaction, the Merchant shall use the authorization code given to the
interpretation of any words that may come before them or that may Merchant by the Authorization Center to complete the Payment Transaction.
follow. 2.9. If authorization is refused, the Merchant shall not complete the Card Payment
1.2.8. Any obligation to do or not to do something includes an obligation to and shall request another form of payment. The Merchant shall not resubmit
arrange for tat to be done or not done, as appropriate. a Card Payment for authorization after authorization has been refused. If the
1.2.9. Reference to any law or statute or statutory provision will include any Merchant does so and relies on any subsequent authorization, the Merchant
amendment, addition or replacement to it and any legislation made under shall do so at its absolute entire and sole risk and shall be liable for any
it. Chargeback or other losses in relation to that Card Payment Transaction.
1.2.10. Reference to any document means that document as in force for the time 2.10. The Merchant shall not process any Offline Transaction using a dummy, fake or
being and as amended, updated or replaced from time to time. replica authorization code, which had not been obtained from SERVICE
1.2.11. Clause headings in this Agreement are for convenience only and are not PROVIDER. Upon giving reasonable prior notice to the Merchant, to be
intended to define, construe, limit, expand or describe the scope or intent determined at - SERVICE PROVIDER sole discretion, PIE AND/OR SERVICE
of this Agreement. PROVIDER shall have the right to deduct the amount of any such non-
2. AUTHORIZATION OF CARD PAYMENTS OR PAYMENTS FROM ACCOUNTS authorized transaction(s) from the Merchant’s Bank Account or set-off the
2.1. The Merchant shall accept and honor all valid Cards presented by Cardholders and amount against any future sum(s) as may be otherwise due to the Merchant.
payments from Accounts for the payment for all goods and/ or services provided by 2.11. For the avoidance of any doubt, pursuant to the Central Bank of Bahrain’s
the Merchant at any of the Merchant Outlets (as agreed in Annexure 1 or as directions and instructions, the Merchant shall not double swipe a Card at the
otherwise agreed by PIE AND/OR SERVICE PROVIDER in writing from time to time). Merchant's POS Terminal or electronic cash register to capture or store
2.2. The Merchant shall not discriminate and treat cash purchases any differently from Cardholder and sensitive authentication data encoded on the magnetic stripe
purchases by Card or from Accounts, including charging a different price or of a Cardholder’s Card, after the Merchant received the required card payment
surcharging Cardholders or setting any minimum limit or maximum limit on payment authorization response. The Merchant asserts its full compliance with the
values (subject always to the Floor Limit), which may discourage or prevent obligation contained in this clause and understands that any breach of this
customers from making a payment using a Card or from an Account or otherwise clause will expose the Merchant to mandatory contractual and/or legal
disfavor purchases by Card or from Account. The Merchant shall not discriminate disciplinary actions by PIE AND/OR SERVICE PROVIDER and/or the Central Bank
between different Cards. of Bahrain and/or the concerned Ministry.
2.3. For all Card Payments, the Merchant shall ensure the following: 2.12. For the avoidance of doubt, authorization of a Card Payment only indicates the
i. The Merchant obtains authorization for the Payment Transaction by availability of credit at the time authorization is requested. Authorization of a
swiping or inserting the Card in the POS Terminal and in line with the Card Payment is not a guarantee of payment and it does not prevent SERVICE
applicable Operating Guide and Scheme Rules and any written or PROVIDER from recovering a Chargeback or other amount in relation to the
verbal instructions by SERVICE PROVIDER. Card Payment in accordance with this Agreement.
ii. The Merchant shall not authorize Payment without the Security Code 3. EQUIPMENT
if it is supported by the Card Scheme for the relevant Card. The 3.1. The Merchant shall not use POS Equipment that SERVICE PROVIDER has not
Merchant shall not extract, store or reveal any Security Code, other provided or authorized (including the paper rolls). The Merchant shall only
than for the purpose of processing Transaction Data. send Transaction Data relating to Transactions made through the POS
iii. The Cardholder is present. Terminals which SERVICE PROVIDER has provided. If the Merchant is
iv. The Card is current (not expired) and valid. authorized to accept Card-Not-Present Transactions, the Merchant shall
v. The Card Number (PAN), the Cardholder Name, the expiry date of the comply with SERVICE PROVIDER’s instructions for sending the Transaction
Card and any other Card details printed on the Receipt match the Data.
details on the Card. 3.2. For the avoidance of doubt, SERVICE PROVIDER shall refuse any Payment
vi. If applicable, the Cardholder’s signature on the Receipt matches the Transaction processed using a third party’s equipment, point-of-sale terminal
signature on the back of the Card. or accessories.

PIE Initial…………………… 2 Merchant Initial………………………….


3.3. The Merchant shall not use the Equipment for any illegal purposes or for any 4.6. Time is of the essence and should the Merchant fail to provide SERVICE
business other than the business agreed and set out in this Agreement. PROVIDER with the requested information or documents or any part within the
3.4. The Merchant shall not in any way alter, modify, replace, substitute, repair, prescribed period, the Merchant shall be liable for the Payment Transaction
service, or tamper with the Equipment or any part of it. The Merchant shall not amount.
move, remove or relocate the Equipment or any part of it from the Merchant’s 4.7. The Merchant shall not disclose encryption certificates, Card information or
Outlet(s) as set out in this Agreement, unless it is agreed by PIE AND/OR SERVICE other security features to any third party and shall comply with SERVICE
PROVIDER in prior in writing. PIE AND/OR SERVICE PROVIDER may at any time PROVIDER’s instructions for sending any Transaction Data.
conduct spot-checks to ensure that these requirements are adhered to. 5. REFUNDS
3.5. The Merchant shall ensure that the Equipment is operated only by those 5.1. The Merchant shall make any Refund on the same Card or Account used for the
directors, employees, staff or others on behalf of the Merchant who are original Payment Transaction through the “Refund” function on the POS
authorized by the Merchant and who are trained in accordance with SERVICE Terminal. If the POS Terminal does not accept Refund, the Merchant shall
PROVIDER’s requirements, the Operating Guide, the Scheme Rules or any other arrange with SERVICE PROVIDER to make a Refund to the Cardholder through
instructions or operating guides or manual(s) as may be provided by PIE AND/OR the backend system.
SERVICE PROVIDER or the Card Scheme. PIE AND/OR SERVICE PROVIDER may at 5.2. The Merchant shall not make any cash Refund if the original Purchase
its absolute and sole discretion refuse to authorize any person who is not Transaction was made using a Card or Account.
capable or competent to operate the Equipment on behalf of the Merchant. The 6. INTELLECTUAL PROPERTY RIGHTS
Merchant shall immediately notify PIE AND/OR SERVICE PROVIDER of any 6.1. The Merchant shall not use any of PIE AND/OR SERVICE PROVIDER’s Intellectual
unauthorized use of the Equipment. Property Rights for any purpose without PIE AND/OR SERVICE PROVIDER’s prior
3.6. The Merchant shall never leave the Equipment unattended during trading hours written agreement. A non-exclusive, non-transferable (in any way or form),
and shall ensure the physical safety and security of the Equipment at all times. royalty-free license to use any of PIE AND/OR SERVICE PROVIDER’s Intellectual
The Merchant shall be responsible for the cost of repair or replacement of any Property Rights only in connection with and for the purposes of carrying out the
damage to the Equipment by any person (other than normal wear and tear), loss Merchant’s duties and obligations under the Agreement shall apply to any use
or theft of the Equipment. The Merchant shall immediately notify PIE AND/OR of PIE AND/OR SERVICE PROVIDER’s Intellectual Property Rights as may be
SERVICE PROVIDER of any such damage, unauthorized use, loss, or theft of the agreed by PIE AND/OR SERVICE PROVIDER.
Equipment. 6.2. Ownership, title and interest in PIE AND/OR SERVICE PROVIDER’s Intellectual
3.7. PIE AND/OR SERVICE PROVIDER may need to provide maintenance and software Property Rights (including the Equipment and POS Terminals) shall remain with
updates to the POS Equipment using the telephone link. The Merchant shall at PIE AND/OR SERVICE PROVIDER and its licensors (as the case may be) at all
all times maintain a telephone link to the POS Equipment and shall make sure times. Nothing in this Agreement shall be taken to be a transfer or assignment
all maintenance and software updates are successfully installed. The Merchant of any of PIE AND/OR SERVICE PROVIDER’s Intellectual Property Rights to the
shall be responsible for paying any and all charges from its network operator. Merchant.
3.8. The Merchant shall allow PIE AND/OR SERVICE PROVIDER and its agents and 7. CHARGEBACK OR FRAUD
subcontractors to enter the Merchant Outlet(s) at any time on reasonable 7.1. SERVICE PROVIDER or the Card Issuer or the Account Provider will have the right
notice to examine, install, inspect, maintain and/or repair the Equipment and/or in some circumstances under the Scheme Rules to refuse to settle a Payment
any associated hardware and software, equipment and stationary supplied by Transaction or to request a reimbursement from PIE AND/OR SERVICE
SERVICE PROVIDER under this Agreement, or for or any other reason as may be PROVIDER of a Payment Transaction, which has already been settled. The
reasonably required by PIE AND/OR SERVICE PROVIDER. circumstances include without limitation:
3.9. The Merchant shall not assign or subcontract the use of any Equipment to third (a) A Payment Transaction was not genuine or for an illegal purpose or if the Transaction
parties. PIE AND/OR SERVICE PROVIDER shall only recognize the contracted does not in some way constitute a payment.
(b) A Payment Transaction was not authorized by the relevant Issuer or by the Card
Merchant.
Scheme or was not authorized in accordance with this Agreement.
3.10. PIE AND/OR SERVICE PROVIDER does not make any representations or (c) The Merchant fails to give SERVICE PROVIDER evidence that the genuine Cardholder
warranties, express or implied, of the merchantability or fitness for a particular or Account Holder has authorized the Payment Transaction, or if the evidence given
purpose of the Equipment including the POS Terminal and shall not be liable for does not meet the requirements set out in the Operating Guide, the Scheme Rules or
any defect, failure, or malfunction of the Equipment. As such PIE AND/OR the instructions or requirements by SERVICE PROVIDER from time to time.
SERVICE PROVIDER specifically excludes any liability for any losses, damages or (d) A Payment Transaction was for a payment to another person (not the Merchant) or
for a purchase with cashback given to the Cardholder or the Account Holder.
claims incurred or suffered by the Merchant from the use of the Equipment.
(e) A Payment Transaction or the way in which it was carried out or if the Transaction
4. PAYMENT TRANSACTIONS Data or the way in which it has been sent to SERVICE PROVIDER has breached this
4.1. The Merchant shall not accept a Payment Transaction except for the legitimate Agreement.
purchases of goods and/ or services provided by the Merchant in the (f) The Cardholder or the Account Holder denies authorizing a Card-Not-Present
Merchant’s ordinary business, trade and activities. This includes: Transaction.
(a) a Payment Transaction, which is made by a director, employee, member (g) The Issuer or the Cardholder or the Account Holder makes a claim in connection with
the Payment Transaction or any goods and/ or services which the Merchant has
of staff, agent, subcontractor or any other representative of the
provided that the goods and/ or services were not received or were faulty or were not
Merchant (or other individual closely connected with the Merchant’s as described and canceled Transactions.
business) except for the legitimate purchases of goods and/ or services (h) The POS Record is incomplete or illegible or the information in the POS Record is not
provided by the Merchant; identical with the information in the Receipt given to the Cardholder or the Account
(b) to refinance a debt of the Merchant or a Cardholder; Holder.
(c) to debit any additional charges, Surcharges, bank charges or any other (i) The Card used in the Transaction is not valid.
(j) If the Merchant has to manually key enter a Transaction into the POS Terminal
charge which is not related to or considered as additional commission in
because the Card cannot be read and the Merchant does not get an imprint of the
connection to accepting Cards as payment method; Card on a Receipt, together with the signature of the Cardholder (which matches the
(d) for goods which are not sold or for services which are not rendered for signature on the back of the Card) in a face-to-face Payment Transaction.
the Cardholder or upon his/her request; and / or (k) The Transaction involves using the Card or Account by a person other than the
(e) for and on behalf of any another merchant or a seller of goods and/ or Cardholder or the Account Holder.
services. (l) The signature on the POS Record in not reasonably similar to the signature on the
Card or is a forged signature.
4.2. The Merchant shall not provide purchase with cash back or advance cash to any
(m) SERVICE PROVIDER or any Card Scheme believes the Merchant has exceeded or will
Cardholder. exceed the Chargeback-to-Sales Ratio and has become or is becoming an excessive
4.3. No Payment Transaction shall be made before the Merchant has obtained Chargeback merchant or an excessive fraud merchant.
authorization from PIE AND/OR SERVICE PROVIDER and complied with clause 2 (n) Charging payment back to the Merchant is otherwise in accordance with this
of this Agreement. Agreement or any Operating Guide or Scheme Rules.
4.4. The Merchant shall send SERVICE PROVIDER (or any third party as may be
approved by SERVICE PROVIDER) accurate and complete Transaction Data for
Payment Transactions by Cardholders to the Merchant for goods and/or
services provided by the Merchant in line with the requirements set out in the
Operating Guide and at any time upon request, within a maximum of three (3)
Business Days from the date of request.
4.5.

PIE Initial…………………… 3 Merchant Initial………………………….


7.2. The Merchant shall be liable to immediately pay SERVICE PROVIDER back for of authorization (determined by SERVICE PROVIDER) and shall be cleared in the currency in
any Chargeback and SERVICE PROVIDER may, without prior notice, deduct the which the Card is denominated through the relevant Card Scheme.
relevant amount, and any applicable Chargeback, charge or fee, from the sales 8.7. The Merchant shall present DCC Payment Transactions within twenty-four (24)
proceeds in the Merchant’s account with SERVICE PROVIDER or from the hours of the time the Payment Transaction is completed. Time is of the essence
Merchant’s Bank Account. and should the Merchant fail to comply with the prescribed period, SERVICE
7.3. For the avoidance of doubt, in the event of any Chargeback, PIE AND/OR PROVIDER shall be entitled to reduce the amount of the DCC participation
SERVICE PROVIDER shall not have any responsibility to deal with the Cardholder payment specified in Annexure 1 to this Agreement (as may be varied and
or the Account Holder or to try to get payment from them or the Issuer or notified by SERVICE PROVIDER to the Merchant from time to time).
Account Provider. 8.8. The Merchant shall at all times comply with the DCC Disclosures, Policies and
7.4. The Merchant shall not dispute the validity of any Chargeback. Should the Procedures, the Operating Guide, the Scheme Rules and any and all bylaws,
Merchant dispute the validity of any Chargeback, the Merchant must so notify rules, regulations, operating regulations, policies, procedures, guidelines,
SERVICE PROVIDER in writing within ten (10) calendar days from the date of manuals and instructions issued by SERVICE PROVIDER and/or any Card
receipt of the relevant statement. Time is of the essence and should the Scheme in relation to the Merchant’s participation in the DCC Services (as may
Merchant fail to notify SERVICE PROVIDER within the prescribed period, the be as amended, updated or replaced from time to time) in order to be in
statement by SERVICE PROVIDER shall be deemed to be accepted, conclusive, compliance with the applicable international and national legislation and the
final and undisputed as to all matters of fact to which it refers (save as to Scheme Rules in relation the Merchant’s participation in the DCC services and
manifest error). to instill Cardholder confidence in the services and promote the services.
7.5. The Chargeback-to-Sales Ratio shall not exceed one percent (1%) of total sales 8.9. In the case of any Refunds, where the Merchant technology allows for it, the
in any given month. This limit may be varied by SERVICE PROVIDER or the Card same currency conversion method shall be used. The applicable currency
Scheme and notified in writing to the Merchant from time to time. conversion rate on the date of the Refund Transaction by the Merchant (as
7.6. PIE AND/OR SERVICE PROVIDER may at any time request the Merchant to give determined by SERVICE PROVIDER) shall be used for the Refund. Where the
PIE AND/OR SERVICE PROVIDER Transaction Data and information and a Merchant technology doesn’t allow for credit to be converted using the same
detailed explanation for any number of individual Chargebacks or incidents of currency conversion method, the Refund shall be processed in BHD on the
fraud in relation to any Payment Transactions (to which chargeback or fraud terms and subject to the conditions of the Scheme Rules.
applies) and the Merchant shall immediately provide PIE AND/OR SERVICE 8.10. The Merchant understands and agrees that the amount of a Refund and/ or
PROVIDER with the requested documents and information and no later than a Chargeback will likely differ from the original amount in BHD received by the
maximum of three (3) Business Days. Time is of the essence. Merchant in the original Payment Transaction and the Merchant may incur a
7.7. The Merchant shall use its best endeavors to assist PIE AND/OR SERVICE loss as a result of any Refund or Chargeback due to change in the currency
PROVIDER in preventing or detecting fraud and shall immediately notify PIE conversion rate used (as determined by SERVICE PROVIDER).
AND/OR SERVICE PROVIDER if the Merchant suspects or becomes aware of any 8.11. SERVICE PROVIDER and/ or the relevant Card Scheme shall be entitled to time
incident of fraud has taken place or is taking place by the Merchant (or any of suspend a currency or to add or delete a currency from the currencies available
its directors, employees, staff, agents, subcontractors) or in relation to a Card for DCC at any time and without prior notice to the Merchant.
or suspects or becomes aware of any such activities which, in the opinion of 8.12. DCC shall not apply to Payment Transactions referred to SERVICE PROVIDER for
the Merchant, involve fraud, misrepresentation or other illegal activities in authorization in accordance with clause 2.6 2.6of this Agreement or otherwise
relation to a Card. authorized by the Merchant by telephone Payment Transactions.
7.8. PIE AND/OR SERVICE PROVIDER has a legal requirement to carry out money 8.13. SERVICE PROVIDER may terminate or suspend the DCC Services for any reason
laundering checks, credit searches, KYCs and other fraud-prevention enquiries upon notice to the Merchant.
about the Merchant. Merchant shall provide all co-operation to PIE AND/OR 8.14. For the avoidance of doubt, the Merchant shall be responsible for all DCC
SERVICE PROVIDER in fulfilling this requirement. Any record of these searches related Refunds and Chargebacks, claims or disputes with Foreign Cardholders
and enquiries may be used by PIE AND/OR SERVICE PROVIDER and others to or any third party arising from or in relation to the DCC Services.
make credit and insurance decisions about the Merchant or to prevent fraud 9. CARD-NOT-PRESENT TRANSACTIONS
and to prevent money laundering. PIE AND/OR SERVICE PROVIDER may provide 9.1. If the Merchant is authorized to accept Card-Not-Present (CNP) Transactions,
record of these searches and enquiries to any fraud prevention agencies should SERVICE PROVIDER shall provide the Merchant with key entry facility.
the Merchant give PIE AND/OR SERVICE PROVIDER false or inaccurate 9.2. If the Merchant is authorized to accept Card-Not-Present (CNP) Transactions:
information or PIE AND/OR SERVICE PROVIDER suspects fraud. 9.1.1. The Merchant shall be responsible for understanding and
7.9. The Merchant authorizes PIE AND/OR SERVICE PROVIDER, directly or through complying with the Operating Guide, the Scheme Rules and any
third parties, to make inquiries or take any actions as PIE AND/OR SERVICE and all applicable laws, bylaws, rules, regulations, operating
PROVIDER may consider necessary to validate a Cardholder’s identity, regulations, policies, procedures, guidelines, manuals and
creditworthiness and verify information that the Merchant has provided PIE instructions issued by SERVICE PROVIDER and/or any Card
AND/OR SERVICE PROVIDER with. The Merchant authorizes PIE AND/OR Scheme in relation to CNP Transactions (as may be as amended,
SERVICE PROVIDER to obtain financial and credit information such as pulling updated or replaced from time to time).
credit reports. 9.1.2. The Merchant shall ensure the protection, safety and security by
8. DCC keeping its ID and its assigned password used to authenticate the
8.1. Unless it is agreed otherwise, the Merchant shall participate in DCC. Merchant’s identity to gain access to the Account, safe, secure
8.2. The Merchant shall verbally or via the POS Terminal inform Foreign and strictly confidential at all times. The Merchant shall inform
Cardholders making an overseas Payment Transaction that they have the SERVICE PROVIDER immediately should the confidentiality, safety
option to choose DCC, i.e. to have their Payment Transaction completed in or security of the access ID, password, be compromised (or be
their billing currency, before an authorization request for the Payment suspected of being compromised).
Transaction is submitted. 9.3. For telephone or mail orders, the Merchant shall first obtain authorization from
8.3. The Merchant shall make each of the following clear to the Foreign Cardholder: the Authorization Center.
the Payment Transaction amount in the local currency; the Payment 9.4. The Merchant shall provide the Cardholder a Receipt, which includes the
Transaction amount in the billing currency; and the currency conversion rate following:
to be applied (as determined by SERVICE PROVIDER) should the Payment i. the Merchant’s name and address (including website
Transaction be completed in the Cardholder’s billing currency. address where applicable);
8.4. Once the Cardholder has decided the currency which they would like the ii. the amount of the CNP Transaction amount and the
Payment Transaction to take place in, the Merchant shall honor the Foreign currency;
Cardholder’s choice. iii. the Cardholder’s name;
8.5. Should the Merchant fail to offer a Foreign Cardholder the option to complete iv. the Cardholder’s contact number and e-mail address and
the Payment Transaction in their billing currency in accordance with clause 8.2 billing and delivery address (where applicable);
above, or fail to honor the Foreign Cardholder’s choice in accordance with v. the date of the CNP Transaction;
clause 8.4 above, the Payment Transaction may be subject to Chargeback. vi. the unique Payment Transaction ID;
8.6. If a Foreign Cardholder chooses DCC, the Payment Transaction shall be vii. the authorization code;
converted to the DCC Currency based on the exchange rate in effect at the time viii. the Card expiry date;
ix. description of the goods and/or services purchased; and
x. the delivery date and method.

PIE Initial…………………… 4 Merchant Initial………………………….


12.3. Subject to the requirements of PCI DSS and/ or SERVICE PROVIDER and the
9.5. For the avoidance of doubt, authorization (by authorization code or approval applicable law, the Merchant shall keep the Card and Cardholder’s information
code or other) is not a guarantee of payment or a guarantee that the (other than the CVV or CVC Code and expiry date of the Card, which
Cardholder authorized the CNP Transaction and does not prevent SERVICE information must be captured but not kept for any reason) and all Transaction
PROVIDER from recovering a Chargeback or other amount in relation to the Data (whether in paper or electronic form) safe and secure in a way that
CNP Transaction in accordance with this Agreement. The Merchant prevents unauthorized access, loss, theft or disclosure to any unauthorized
understands and agrees that any Payment Transaction disputed by the person.
Cardholder shall be subject to immediate Chargeback in accordance with this 12.4. The Merchant shall not request or store any additional personal information or
Agreement. data other than the Transaction Data which is captured in the Payment
9.6. The Merchant accepts the increased risks of processing CNP Transactions, Transaction and shall not use the Transaction Data for any purpose other than
where neither the Card nor the Cardholder is physically present at the as provided under this Agreement. The Merchant asserts its full compliance at
Merchant Outlet. The Merchant understands and agrees SERVICE PROVIDER all times with the applicable data protection laws and any regulations, orders,
and/ or the Card Scheme shall not be responsible for any fraudulent CNP codes, ordinances or legislation made under it or in connection with data
Transactions, even if the Merchant has complied with its obligations under this protection, confidentiality, privacy or secrecy and the Merchant understands
Agreement. that any breach of this clause will expose the Merchant to contractual and/or
9.7. The Merchant shall submit the CNP Transaction for payment to SERVICE statutory liability. For the purposes of this clause, the Merchant includes the
PROVIDER immediately after any Payment Transaction has been successfully Merchant’s directors, employees, staff, approved agents, subcontractors or
completed (including the dispatch of goods and/or services that the Merchant anyone acting on the Merchant’s behalf.
has agreed to provide, where appropriate). The Merchant shall add an order 12.5. The Merchant acknowledges and warrants that it has read and understood the
reference number for each CNP Transaction, which will be used by SERVICE PCI DSS and shall at all times ensure PCI DSS compliance (against the current
PROVIDER and the Merchant in any communications relating to that CNP version of PCI DSS published on the PCI Security Standard Council’s website)
Transaction. and to implement risk management controls.
9.8. The Merchant shall maintain responsibility for the Merchant’s services, 12.6. Subject to the requirements of PCI DSS and the applicable law, the Merchant
including its technical support and functionality with the PIE AND/OR SERVICE shall maintain the proper facilities, equipment, inventory, books and records,
PROVIDER e-Payment Gateway System and shall indemnity and hold it and shall retain all POS Records and related sale invoices/ Receipts related to
harmless against any and all errors, disruptions, or security breaches related to Transaction for a period of ten (10) years (or such other period as may
the Merchant’s Internet business or website. prescribed by the Central Bank of Bahrain) from the date of the relevant
10. PRE-AUTHORIZED AND RECURRING PAYMENT TRANSACTIONS Transaction .
10.1. The Merchant may request pre-authorization from SERVICE PROVIDER to 13. CARD SCHEME RULES
block, freeze or hold a specified amount on a Card or complete a Payment The Merchant shall comply with the applicable Scheme Rules and shall regularly review the
Transaction for pre-authorized or recurring Transactions where the Merchant then current Scheme Rules and the law as applicable to its goods and/ or services and
charges a Cardholder for goods and/ or services on a pre-agreed schedule for business practices to ensure compliance therewith.
the purchase of good and/ or services repeatedly and regularly for a duration 14. FEES AND CHARGES
not exceeding one (1) year (such as payment in installments, membership, 14.1. The Merchant agrees to pay PIE the charges and fees (plus any VAT that may
subscription or recurring shipment of goods). apply) for each Payment Transaction as set out in Annexure 2 by direct debit
10.2. The Merchant shall use the Card to obtain a pre-authorization approval code on each settlement.
through the POS Terminal for the amount agreed with the Cardholder. The 14.2. The Merchant agrees to pay PIE a monthly license fee (plus any VAT that may
Merchant shall record the date, the agreed amount and the pre-authorization apply) for each POS Terminal as set out in Annexure 2 by direct debit each
approval code on the POS Record. month.
10.3. The Merchant shall not process any pre-authorized or recurring Payment 14.3. PIE reserves the right to change the terms and conditions of this Agreement,
Transaction without a valid written request or consent from the Cardholder including introducing new charges and fees or changing the rate or basis of all
(for each recurring Transaction). The request or consent shall include the or any part of the charges and fees and shall give the Merchant at least thirty
amount of the Transaction, and whether the amount is fixed or variable, the (30) days’ prior notice of any changes unless they are due to regulatory,
date of the Transaction, and whether the date if fixed or variable; and the interchange or Card Scheme or other changes beyond PIE’s reasonable control.
agreed method of communication. The Merchant shall furnish to SERVICE The Merchant may terminate this Agreement in accordance with clause 22.3 if
PROVIDER the valid consent at any time upon SERVICE PROVIDER’s request. the Merchant is unhappy with these changes.
10.4. The Merchant shall at all times comply with the requirements set out in the 14.4. The Merchant hereby authorizes to deduct any such amounts from the Sale
Operating Guide, the Scheme Rules or the instructions or requirements by Proceeds or other amounts payable by PIE to the Merchant pursuant to this
SERVICE PROVIDER from time to time relating specifically to pre-authorized Agreement or otherwise.
and recurring Payment Transactions. 14.5. Unless it is agreed otherwise, the Merchant shall give its Bank instructions to
11. SURCHARGES pay by direct debit from its Bank Account any amounts the Merchant owes PIE
Its prohibited for the Merchant to impose any Surcharge or additional sum, fee or under this Agreement.
payment on any Cardholder who opts to use a Card in any Payment Transaction using 14.6. The Parties acknowledge and agree that there shall be no Fees payable to PIE
the POS Terminal in accordance with the Ministry of Commerce Ministerial Order No. AND/OR SERVICE PROVIDER in respect of any amount charged back to the
109 of 2015 and any other law, as may be amended or replaced from time to time. Merchant (other than any applicable Chargeback Fee) or in respect of which a
Refund voucher has been issued by the Merchant.
12. IMPLEMENTING RISK MANAGEMENT CONTROLS AND STORING DATA 14.7. The Merchant must pay any amounts owed under this Agreement immediately
12.1. SERVICE PROVIDER shall employ industry practice in connection with the when due. Interest may be charged on any amounts the Merchant has not paid
protection of non-public personal information and Data of any Cardholders and and PIE shall have the right to charge interest at the rate of 2 % per month and
of the Merchant and collect, store, copy, transfer and use Transaction Data to add the interest to the amounts the Merchant owes at the end of each
only for purposes of this Agreement and comply with all applicable laws, rules month.
and regulations relating to privacy and data protection. 15. SET-OFF AND RIGHT TO WITHHOLD MONEY
15.1. The Merchant understands and agrees PIE may exercise the right of set-off and
12.2. The Merchant shall be responsible for maintaining confidentiality and security reduce any amount to be paid to the Merchant under this Agreement or any
of any Transaction Data and Confidential Information in its possession, custody other relationship between the Parties by any Fees, Chargebacks, charges and
or control and shall ensure it complies with applicable data privacy and security any other amounts that the Merchant owes PIE or one of PIE affiliates without
requirements under the PCI DSS in its use, access and storage of any non-public prior notice to the Merchant. This includes, for example, where PIE AND/OR
Cardholder personal information and shall comply with its obligations under SERVICE PROVIDER have paid any amounts to the Merchant by mistake under
any applicable law or regulation as may be in effect regarding the this Agreement or a different agreement or arrangement that the Merchant
confidentiality, use and disclosure of Cardholder information. may have with PIE or any of its affiliates.

PIE Initial…………………… 5 Merchant Initial………………………….


15.2. For the avoidance of doubt, PIE may suspend or limit access to the Merchant’s 18.2 In case of any investigation by or on behalf of PIE AND/OR SERVICE PROVIDER
Bank Account or to the Merchant’s funds if the Merchant breaches or is and/ or the Card Scheme with respect to Chargebacks, suspected fraud or other
reasonably suspected by PIE to have breached, this Agreement or any part of requests for information, the Merchant shall fully co-operate in the auditing of
it. its records.
16. SETTLEMENT AND SALE PROCEEDS 18.3 PIE AND/OR SERVICE PROVIDER shall give the Merchant reasonable prior notice
16.1. On completion of a Payment Transaction: (except in an emergency) and shall try and minimize any inconvenience caused
i. The Merchant shall electronically transmit the POS Records to SERVICE to the Merchant. The Merchant agrees to give PIE AND/OR SERVICE PROVIDER
PROVIDER at the end of each day and, in any event, no later than three and its agents access to the Merchant’s business premises including the
(3) calendar days from the date of the Transaction. Time is of the Merchant’s offices and Merchant Outlets so that PIE AND/OR SERVICE
essence and should the Merchant fail to provide SERVICE PROVIDER PROVIDER can inspect the Merchant’s facilities, equipment, inventory, records,
with the accurate and complete POS Record in accordance with this data and system (including any computer system and software) relevant to this
Agreement within the prescribed period for any Transaction, SERVICE Agreement for the purposes of carrying out an inspection or audit at no cost to
PROVIDER shall not be obliged to accept that Transaction and the PIE AND/OR SERVICE PROVIDER or its agents. The Merchant shall be required to
Transaction may be subject to a Chargeback. remedy any risks or defects identified within a reasonable period given by PIE
ii. Subject to the terms and conditions of this Agreement and the Scheme AND/OR SERVICE PROVIDER. Any inspection or audit under this clause shall not
Rules, all Sale Proceeds shall be paid to the Merchant and credited to mean that PIE AND/OR SERVICE PROVIDER have approved or upheld the
the Bank Account within two (2) Business Days following the receipt of Merchant’s security measures.
the approval from the respective Card Scheme in accordance with 19 INDEMNITY
Annexure 1 of this Agreement within 19.1 PIE AND/OR SERVICE PROVIDER shall have no relationship, whether
16.2. Payments shall be made in Bahraini Dinars, unless otherwise determined by contractual, statutory, or otherwise, with any of the Merchant’s
PIE. customers and shall not be liable to the Merchant’s customers or any
16.3. For the avoidance of doubt, all payments to the Merchant are provisional and third party. Without limiting the generality of the foregoing, PIE AND/OR
are subject to verification and audit by or on behalf of PIE AND/OR SERVICE SERVICE PROVIDER expressly disclaims any and all warranties, including
PROVIDER. The Merchant authorizes PIE AND/OR SERVICE PROVIDER to deduct but not limited to, implied warranties of merchantability, fitness for a
from the Sale Proceeds, or if the Sale Proceeds have already been credited to particular purpose, and non-infringement and does not warrant,
the Bank Account, the Merchant shall repay to PIE AND/OR SERVICE PROVIDER endorse, guarantee, or assume responsibility for any good and/or
the full amount of: services advertised, offered, or sold by the Merchant at the Merchant’s
i. any amount of Chargeback, creditors or refunds which PIE AND/OR Outlet(s) and PIE AND/OR SERVICE PROVIDER shall not be a party to any
SERVICE PROVIDER incurs; Transaction. PIE AND/OR SERVICE PROVIDER does not endorse the
ii. the applicable fees, fines and charges; Merchant’s Outlet, Platform or any third-party website or assume
iii. any additional payment made by PIE AND/OR SERVICE PROVIDER as a liability or responsibility for the accuracy of any material contained
result of any failure or error in the system or pursuant to negligence, therein or any infringement of any third-party Intellectual Property
misconduct or fraudulent act of any employee of PIE AND/OR SERVICE Rights arising therefrom or any fraud or other crime. In no event shall PIE
PROVIDER; and AND/OR SERVICE PROVIDER be liable for any act or omission of any third
iv. any other payment which is illegitimately received by the Merchant. party, including but not limited to, a Merchant’s Cardholder.
16.4. The Merchant authorizes PIE AND/OR SERVICE PROVIDER to withhold and/ or 19.2 The Merchant shall be liable and shall indemnify and hold harmless PIE
freeze any funds in the Bank Account if the balance in the Bank Account is not AND/OR SERVICE PROVIDER (and any of PIE AND/OR SERVICE
sufficient to meet the Merchant’s obligations arising out of Chargeback claims, PROVIDER’s directors, employees, staff, licensors subcontractors and
fees, expenses, adjustments or other charges that may be imposed on PIE representatives) and the Card Scheme from and against any and all
AND/OR SERVICE PROVIDER by any Card Scheme or competent authority in claims, costs, damages, expenses, lawsuits, judgments, arbitral awards,
connection to Transactions made by the Merchant. fines, financial penalties, liabilities and losses (including administrative,
16.5. PIE AND/OR SERVICE PROVIDER shall not be liable for delays in receipt of funds investigative and legal costs) arising from or in connection with:
or errors in debit or credit entries caused by third parties, including the Card i. a Chargeback, Refund, over-payment, payment error or other
Scheme or the Merchant, or caused by any other event or occurrence beyond incorrect or invalid payment or customers disputes or incorrect Payment
PIE AND/OR SERVICE PROVIDER’s reasonable knowledge or control. Transaction made by the Merchant, which requires giving credit to the
17. ADVERTISEMENTS AND PROMOTIONS Cardholder or Accountholder through a sale reversal;
17.1. The Merchant agrees to display in a prominent place in the Merchant Outlet(s) ii. Refunds and Chargebacks, claims or disputes in relation to any and
PIE AND/OR SERVICE PROVIDER identifications and any promotional material all DCC Services with Foreign Cardholders or any third party arising from
as may be provided by PIE AND/OR SERVICE PROVIDER and as may be or in relation to the DCC Services.
reasonably instructed by PIE AND/OR SERVICE PROVIDER. iii. third-party Intellectual Property Rights infringements;
17.2. The Merchant shall not use any marketing or promotional material, which iv. any error, negligence, misconduct or fraud or other acts (or failures
features PIE AND/OR SERVICE PROVIDER’s name, brand, logo, trademark or to act) by the Merchant and/ or the Merchant’s employees or
tradename or which uses any other name associated with the Cards or representatives;
Accounts without the prior written approval of PIE AND/OR SERVICE v. the Merchant’s use of the Services;
PROVIDER. vi. any Chargebacks or other charges, losses, claims or disputes arising
17.3. PIE AND/OR SERVICE PROVIDER shall be under no obligation to the Merchant from or in relation to CNP Transactions;
to provide any advertisement or promotion material or services, and any such vii. any claim by any Cardholder, Platform user, merchant, or any other
services shall be separately agreed by and between the Parties In writing. person or third party regarding any Transaction or the use of the
18. INFORMATION AND AUDIT Services;
18.1 Merchant agrees that this Agreement is condition upon and subject to the viii. the Merchant’s breach of this Agreement or breach of any other
Merchant providing the financial or other information about the Merchant and the agreement the Merchant enters into with third parties;
Merchant’s business including financial accounts, audited accounts, due diligence ix. the Merchant’s breach of any applicable law, regulation or the
and any other information which PIE reasonably believes may help PIE to assess any Scheme Rules and requirements; and/or
risks and assess whether an insolvency event is likely to happen or to comply with x. any claim made or defense raised against PIE AND/OR SERVICE
any legal and regulatory obligations within 15 days of signing the Agreement. PROVIDER or any of its subcontractors by any Card Scheme or other
Merchant agrees that no transaction shall be accepted on the POS Terminal, until party arising from or in connection with the Merchant’s Transactions.
Merchant has provided all the due diligence information required by PIE AND/OR 20 LIMITATION ON LIABILITY
SERVICE PROVIDER. If the Merchant fails to provide the information within the 15 20.1 Neither Party shall be responsible or liable for any special, punitive,
days, PIE AND/OR SERVICE PROVIDER may (i) withhold any payment due in consequential, or indirect loss or liability under any circumstances
accordance with clause 15 of this Agreement until PIE AND/OR SERVICE PROVIDER is
satisfied that the Merchant will be able to continue to meet its duties, obligations
and responsibilities under this Agreement and / or (ii) terminate the Agreement
immediately, if after providing 15 days written notice in advance to the Merchant to
rectify the default, the Merchant fails to provide the requested information and
documents.

PIE Initial…………………… 6 Merchant Initial………………………….


20.2 Without affecting any of the other clauses of this Agreement, the (d) if the Merchant is selling or supplying illegal goods and/ or services
Merchant agrees and understands that PIE AND/OR SERVICE PROVIDER’s or goods and/or services other than those supplied in the
entire liability, and the Merchant’s exclusive remedy, in one or more Merchant’s ordinary business, trade and activities or which may
claims, shall be solely limited to (and in no event shall exceed under any otherwise damage PIE AND/OR SERVICE PROVIDER’s goodwill or
legal or other theory of recovery) the amount equivalent to the adversely affect PIE AND/OR SERVICE PROVIDER;
aggregate amount of profit or revenue generated by PIE AND/OR (e) if the Merchant fails to make any payment due under this
SERVICE PROVIDER from the Merchant during the twelve (12) months’ Agreement or fails to keep any of the terms of any other loan
period preceding the date that such claim(s) is/are made. facility, security document, guarantee or any other arrangement
20.3 Nothing in this Agreement will limit or exclude either Party’s liability for that the Merchant may have with PIE AND/OR SERVICE PROVIDER
death or personal injury arising from fraud or fraudulent and fails to make payment within fifteen (15) calendar days of
misrepresentation, or any other liability which cannot be excluded or receipt of written notice of non-payment from PIE AND/OR SERVICE
limited by law. PROVIDER;
21 UNFORESEEN EVENTS OR EVENTS OUTSIDE OF PIE AND/OR SERVICE PROVIDER’S (f) if the Merchant is in material breach or default of any of the terms and
REASONABLE CONTROL conditions of this Agreement and fails to remedy such breach or
21.1 PIE AND/OR SERVICE PROVIDER shall not be liable to the Merchant if PIE default within fifteen (15) calendar days of receipt of written notice
AND/OR SERVICE PROVIDER or any of its agents or subcontractors is of from PIE AND/OR SERVICE PROVIDER setting out the breach or
prevented from or delayed in the partial or total performance of any of default and requesting its remedy;
PIE AND/OR SERVICE PROVIDER’s obligations under this Agreement for (g) if the Merchant is charged with any criminal offence(s) or acts in any
events that are unforeseen and/ or are outside of PIE AND/OR SERVICE illegal, dishonest, or immoral, or other manner, which may in the
PROVIDER’s reasonable control whether such events are public or apply reasonable opinion of PIE AND/OR SERVICE PROVIDER damage PIE
generally or private to PIE AND/OR SERVICE PROVIDER or apply AND/OR SERVICE PROVIDER’s goodwill or adversely affect PIE
specifically to PIE AND/OR SERVICE PROVIDER. This includes but is not AND/OR SERVICE PROVIDER;
limited to: (h) if the Merchant closes down or discontinues its operations in the
(a) any Equi pm e nt , or ot he r machine, software, hardware, Merchant Outlets covered by this Agreement or ceased (or PIE
system, or transmission link error, malfunction or failure AND/OR SERVICE PROVIDER reasonably believes it may cease to)
(including due to design or manufacturing of the Equipment); carry on the whole or a substantial part of its business;
(b) any action or inaction by the relevant Issuer or Card Scheme; (i) if the Merchant’s Bank Account is closed;
(c) any l abor or industrial strike, lockout or dispute; (j) if the Merchant is in breach of any of clauses 3, 4, 12, 25, or 24 of this
(d) any natural disaster, war, invasion of armed forces, civil unrest, Agreement;
insurrection or other Force Majeure Event; or (k) if any Card Scheme requests the termination of the Agreement;
(e) any other unforeseen event that is beyond the reasonable control of 22.5 Termination by PIE AND/OR SERVICE PROVIDER under clause 22.4 above
PIE AND/OR SERVICE PROVIDER (whether it has a general application shall be automatic and immediate on written notice, and without the
or it applies to PIE AND/OR SERVICE PROVIDER or limited parties need to obtain court judgment for termination.
only). 23 EFFECTS OF TERMINATION
23.1 Upon termination, the Merchant shall immediately cease requesting
21.2If the event continues for more than sixty (60) calendar days, either Party Authorizations and transmitting Sales Slips to PIE AND/OR SERVICE
may terminate the Agreement upon written notice to the other Party. PROVIDER. In the event any Authorization is obtained after termination,
22 TERM AND TERMINATION the Merchant expressly acknowledges and agrees that the fact that any
22.1 This Agreement shall commence on the Effective Date and shall continue such Authorization was requested or obtained shall not operate to
until it is terminated in accordance with this clause. reinstate this Agreement.
22.2 This Agreement may be terminated at any time at will by the Parties’ 23.2 Upon termination, the Merchant shall remove from Merchant Outlet(s)
mutual written agreement. any signage, decal or other sign or material, which mentions PIE AND/OR
22.3 This Agreement may be terminated by either Party at any time at will by SERVICE PROVIDER or which features PIE AND/OR SERVICE PROVIDER’s
giving the other Party not less than thirty (30) calendar days’ prior brand, log, trademark or tradename or of Merchant affiliation with PIE
written notice. AND/OR SERVICE PROVIDER and shall return (or destroy if so requested
22.4 Without prejudice to any other rights and remedies under this by PIE AND/OR SERVICE PROVIDER) any promotional material, which PIE
Agreement or the law, PIE may terminate this Agreement at any time by AND/OR SERVICE PROVIDER has provided to the Merchant.
immediate written notice to the Merchant in certain circumstances, 23.3 Upon termination, the Merchant shall return forthwith to PIE AND/OR
including: SERVICE PROVIDER all Equipment (including the POS Terminal) and other
(a) if the Merchant becomes insolvent (or PIE AND/OR SERVICE property of PIE AND/OR SERVICE PROVIDER, as may be in the Merchant’s
PROVIDER reasonably believes it may happen) or if an order is possession, in good condition and repair (other than normal wear and
made or a resolution is passed for the voluntary or involuntary tear).
liquidation or winding-up of the Merchant or if an administrator, 23.4 The Merchant hereby agrees that PIE AND/OR SERVICE PROVIDER may
administrative receiver, receiver or trustee is appointed in respect continue to process any Chargeback(s) and adjustment for a period of
of the whole or any part of the Merchant's assets or its business or twelve (12) months after the Agreement is Upon the termination of this
if the Merchant makes any composition with its creditors or takes Agreement for whatever reason, any right to use PIE AND/OR SERVICE
or suffers any similar or analogous action in consequence of debt; PROVIDER’s Intellectual Property Rights shall also immediately end on
(b) if PIE AND/OR SERVICE PROVIDER becomes aware (or PIE AND/OR the same day.
SERVICE PROVIDER reasonably suspects) the Merchant is 23.5 Notwithstanding clause 23.1 above, PIE AND/OR SERVICE PROVIDER shall
committing fraud or submitting illegal Transactions; not be responsible or liable for any Payment Transaction completed after
(c) if the Merchant has become, or is becoming, an excessive the date of termination of this Agreement, whether or not authorization
chargeback merchant or an excessive fraud merchant, or is has been obtained. The Merchant agrees and understands that any post-
involved in excessive Cardholder disputes; termination authorization obtained shall not be deemed to operate to
reinstate, renew or extend this Agreement.
23.6 Subject to PIE AND/OR SERVICE PROVIDER’s right to set-off and/ or
withhold payment under clause 15 of this Agreement, any undisputed
amounts owed by a Party to the other Party upon the termination of the
Agreement shall be paid within thirty (30) Business Days of the date of
termination.
23.7 Termination of this Agreement for whatever reason shall be without
prejudice to the Parties’ rights and remedies and accrued liabilities.
23.8 Clauses 7, 18, 18.3, 20, 23, 24 and 25 shall continue in force and shall
survive the termination of this Agreement.

PIE Initial…………………… 7 Merchant Initial………………………….


24 WARRANTIES AND REPRESENTATIONS 24.5The Merchant further represents and warrants to PIE AND/OR SERVICE
24.1 Each Party represents and warrants to the other Party as follows: PROVIDER that each processed Payment Transaction and any Receipt or
24.1.1.1 It is duly incorporated or established POS Record presented to PIE AND/OR SERVICE PROVIDER is genuine,
and validly existing under the law of the valid and in compliance with this Agreement and is the result of a bona
Kingdom of Bahrain (or, if the Merchant fide Payment Transaction for the purchase of goods and/or services by
is non-Bahraini, under the law of its the Cardholder from the Merchant for the amount stated on the relevant
jurisdiction of incorporation or in which Receipt or POS Record and is not subject to any claim, dispute, set-off
it is established, as appropriate). and/or counterclaim.
24.1.1.2 It has the power to own its assets and 24.6 The Parties acknowledge that, in entering into this Agreement, they do
carry on its business, trade and not do so in reliance to any representation or warranty express or
activities as that business, trade and implied other than those expressly provided in this Agreement.
activities are being and will be carried 25 CONFIDENTIALITY
on. 25.1 The Merchant shall treat the Confidential Information as confidential and
24.1.1.3 The obligations expressed to be shall not reveal or use any Transaction Data (including any
assumed by it in this Agreement are Cardholders, Account Holders or Card or Account numbers) or
legal, valid, binding and enforceable any other information in connection with this Agreement or PIE
obligations. AND/OR SERVICE PROVIDER’s business other than strictly to perform
24.1.1.4 The entry into and performance by it of its obligations under this Agreement.
the services and transactions 25.2 The above confidentiality obligation shall not apply to information which:
contemplated by this Agreement do 25.2.1.1 is disclosed to the receiving Party by a
not and will not conflict with its third party who did not breach any
constitutional documents or with the confidence by making such a
law of the Kingdom of Bahrain or any disclosure;
law or regulation applicable to it or 25.2.1.2 is public knowledge or becomes public
binding on it. knowledge otherwise than by breach
24.1.1.5 It has the power to enter into, perform of the receiving Party; or
and deliver, and has taken all necessary 25.2.1.3 is required to be disclosed by a legal
action to authorize its entry into, duty.
performance and delivery of, this 25.3 Each Party agrees not to disclose the terms of this Agreement to any third
Agreement. party and not to prepare or release for distribution to the media any
24.1.1.6 The person signing this Agreement on news release or other publicity pertaining to this Agreement without
its behalf is fully authorized to sign, the prior written consent of the other Party.
execute and enter into this Agreement
on its behalf. 26 EXCLUSIVITY YES NO No. of Years: _____
24.1.1.7 It has not taken any action and no legal
proceedings or other steps have been 26.1 The Merchant agrees that it shall use PIE as its exclusive provider of the
started or threatened against it for its services as set out in this Agreement for the period referred to under
liquidation, winding-up, dissolution, Annexure1, commences from the Effective Date of this Agreement (the
administration or reorganization or for Exclusivity Period) and the Merchant shall not enter into any
the appointment of a receiver, agreement with any other service provider for services the same, similar
administrator, administrative receiver, to, or competitive with the services under this Agreement.
trustee or similar officer of it or of any 26.2 Nothing in this Agreement shall prevent PIE from engaging with any
or all of its assets or revenues. Nor is other merchants and service providers to provide services that are
there any legal action or regulatory different, same or similar to, or competitive with the services under this
investigation pending or (to the best of Agreement on the same terms and conditions or on different terms and
the Party’s knowledge) threatened conditions.
against the Party that might affect the 27 NOTICES
Party’s ability to carry out any of its 27.1 Any notice, request, or communication to be given under or in
obligations under this Agreement. connection with this Agreement shall be in writing (and for the purposes
24.2 The Merchant further represents and warrants to PIE AND/OR SERVICE of this clause an e-mail is in writing). Notice shall be sent by e-mail,
PROVIDER that all information and documents provided by or on behalf delivery, or by registered post to the address of the Party as set out
of the Merchant to PIE AND/OR SERVICE PROVIDER during this below, or to such other address as shall for that purpose be notified to
Agreement (or otherwise in connection with this Agreement) is true, other Party in writing.
accurate and complete. The Merchant is not aware of any material facts, 27.2 The Merchant understands there are inherent security threats with use
information or circumstances that have not been disclosed to PIE of e-mails and shall indemnify and hold harmless PIE AND/OR SERVICE
AND/OR SERVICE PROVIDER and which might, if disclosed, adversely PROVIDER from any and all liabilities in connection therewith.
affect the decision of PIE AND/OR SERVICE PROVIDER whether or not to 27.3 Any notice sent shall be deemed to have been served when physically
provide the services in accordance with the terms and subject to the delivered at the relevant address or on the next working day after receipt
conditions of this Agreement. of email
24.3 The Merchant shall provide PIE AND/OR SERVICE PROVIDER with any 27.4 Notices shall be delivered to the Merchant at the address described in
information or documents as may be reasonably required by PIE AND/OR Annexure 1 or such other address as may be notified by the Merchant to
SERVICE PROVIDER from time to time. PIE in writing from time to time.
24.4 The Merchant shall immediately notify PIE AND/OR SERVICE PROVIDER 27.5 Notices to PIE shall be sent to the following address or such other
notify PIE AND/OR SERVICE PROVIDER of any change in its name, legal address as may be notified by PIE to the Merchant in writing from time
status, address, or business activities including changes to the type of to time.
goods and / or services offered, and of any potential sale, restructure, For the attention:
acquisition, transfer, merger, downsizing, insolvency or any other POSITION OR DEPARTMENT: Corporate Support
material change in nature or size of its business or any other material ADDRESS: P.O. Box 3140, Al Saffar House, Seef
change to the information or documents provided to PIE AND/OR CONTACT DETAILS: Email: corporate.support@pie-int.com Phone: 17566500 /
SERVICE PROVIDER. 80008778

28 ASSIGNMENT
28.1 The Merchant shall not assign, replace subcontract or transfer any of its
rights or obligations under this Agreement to any other person unless it
is agreed by PIE AND/OR SERVICE PROVIDER in prior in writing.

PIE Initial…………………… 8 Merchant Initial………………………….


28.2 The Merchant shall remain liable for any actions or inactions of its approved agents or subcontractors or representatives.
28.3 The Merchant understands and agrees that PIE may assign or transfer all or any of its rights and obligations under this Agreement either to another appropriately
authorized member of PIE group, or to an entity that it merges, consolidates or amalgamates with or to which it transfers all or part of its business or assets, or to another
company which succeeds to its business, without the need to obtain the Merchant’s prior approval.
29 NO PARTNERSHIP
This Agreement shall not constitute or imply any partnership, joint venture, agency, sponsorship, fiduciary relationship or other relationship between the Parties other than the contractual
relationship expressly provided for in this Agreement. Except as expressly agreed by the Parties in writing, neither Party shall have, nor represent that it has, any authority to give any
instruction or make any commitment or contract on the other Party’s behalf or otherwise bind the other Party.
30 THIRD PARTY RIGHTS
This Agreement is not intended to and does not give any person who is not a party to it any rights to enforce any of its provisions.
31 WAIVER
Any right or remedy under, or in connection with, this Agreement may be waived only by a Party’s written agreement to the waiver. No right or remedy shall be precluded, waived or impaired
by any failure to exercise it, or any delay in exercising it, or any single or partial exercise of it, or any earlier waiver of it (whether in whole or in part), in relation to any other right or remedy
(be it of similar or different character).
32 SEVERABILITY
If any term or part of this Agreement is or becomes illegal, invalid or unenforceable, it shall be treated as being deleted from this Agreement and it shall not affect the legality, validity or
enforceability of any other terms or parts of this Agreement.
33 ENTIRE AGREEMENT
This Agreement sets out the full agreement and understanding between the Parties and replaces and supersedes any previous agreements and understandings and communications (whether
written or verbal) relating to the subject matter.
34 AMENDMENTS
34.1 PIE may, at its absolute, entire and sole discretion, change, amend, update or replace any of the terms and conditions of this Agreement; or amend, suspend or
terminate any of the services hereunder (in whole or in part) by written notice to the Merchant. Such change and/or amendment shall be effective after expiry of that
notice period confirmed by PIE.
34.2 If the Merchant does not accept any change and/ or amendment, the Merchant may terminate this Agreement by notice to PIE in accordance with clause 22.3 of this
Agreement.
35 GOVERNING LAW AND JURISDICTION
35.1 This Agreement is governed by and construed in accordance with the laws of the Kingdom of Bahrain.
35.2 The Parties hereby agree to submit to the exclusive jurisdiction of the courts of the Kingdom of Bahrain.

PIE Initial…………………… 9 Merchant Initial………………………….


ANNEXURE 1

Effective Date: Merchant Information:

Merchant Registered Name


Merchant Trading Name if different
Commercial Registration No.
Registered Office Address/ Main Office Shop / Office / Building Road Block/ Area/ City
Address Unit

P.O. Box
Business Activities
Goods and/or services offered by the
Merchant at its Outlets
The Merchant shall obtain PIE prior written approval of any additions or changes to the goods and/or services offered by the Merchant
at its Outlets.
Contact Name
Position
Contact Details Mobile Office Facsimile Other

Email Address
Bank Account
Bank Name
Account Name
Account Number
IBAN
POS Profile:
Refund Pre- Tip
Sale (S) Void (V) Tip (T) Pre-Auth Comp. of Sale With Manual Entry
(R) Receipt Comp.
(P) Pre- Auth Tip (SWT) (M)
(Pr) (Ti)
(C)
      
  

*This deposit is refundable if the Merchant returns the POS Terminal in a good working condition within three (3) months of the
last Transaction and upload.
Minimum annual turnover to be
generated (BHD)

Annexure 3 Hospitality Industry Applicable  Not Applicable 


Authorized to accept Card-Not-Present Applicable  Not Applicable 
(CNP) Transactions
Additional Merchant Outlet(s):
Terminal Model & Quantity
Dynamic Currency Conversion application
[LIST ADDITIONAL MERCHANT OUTLETS AGREED BY PIE INCLUDING THE BRANCH NAME, CR NO., ADDRESS AND CONTACT NAME
AND DETAILS]

PIE Initial…………………… 10 Merchant Initial………………………….


ANNEXURE 2
FEES AND CHARGES
1. The Merchant agrees to pay PIE the following fees in consideration of processing Payment Transactions:

a. Setup Fee: BD _____NI_________


b. Annual Fee: BD ______NI________
c. Equipment Rental Fee: BD _______2_______ monthly
d. POS Deposit*: BD ______NI________

2. Merchant agrees to pay PIE all such other charges, expenses and/or penalties that may be charged to PIE or its
sub-contractors by the Card Scheme or the Central Bank of Bahrain or any third party as a result of processing a
Payment Transaction for and on behalf of the Merchant.
3. The Parties acknowledge and agree that there shall be no fees payable to PIE in respect of any amounts charged
back to the Merchant or in respect of which Refund Vouchers have been issued by the Merchant.

Accepted VISA MasterCard Local Debit JCB UPI Other


Cards Cards (specify)

Commission 2 2 2 2 2 NA
Rate (BHD)

Accepted Other Other Other Other Other Other


Cards (specify) (specify) (specify) (specify) (specify) (specify)

Commission NA NA NA NA NA NA
Rate
(BHD)
PIE reserves the right to change at its discretion from time-to-time the Floor Limit by notifying the
Merchant in writing of any change and which change shall be effective no earlier than ten (10) Business
Days from the date of receipt of the relevant notice by the Merchant.

PIE Initial…………………… 11 Merchant Initial………………………….


ANNEXURE 2
FEES AND CHARGES

4. The Merchant agrees to pay PIE the following fees in consideration of processing Payment Transactions:

a. Setup Fee: BD _______NI_______


b. Annual Fee: BD ______NI________
c. Equipment Rental Fee: BD _________2_____ monthly
d. POS Deposit*: BD ______NI________

5. Merchant agrees to pay PIE all such other charges, expenses and/or penalties that may be charged to PIE or its
sub-contractors by the Card Scheme or the Central Bank of Bahrain or any third party as a result of processing a
Payment Transaction for and on behalf of the Merchant.

6. The Parties acknowledge and agree that there shall be no fees payable to PIE in respect of any amounts charged
back to the Merchant or in respect of which Refund Vouchers have been issued by the Merchant.

Accepted Cards VISA MasterCard Local Debit JCB UPI Other


Cards (specify)

Commission Rate 2 2 2 2 2 NA
(BHD)

Accepted Cards Other Other Other Other Other Other


(specif (specify) (specify) (specify) (specify) (specify)
y)
Commission Rate NA NA NA NA NA NA
(BHD)

PIE reserves the right to change at its discretion from time-to-time the Floor Limit by notifying the
Merchant in writing of any change and which change shall be effective no earlier than ten (10) Business
Days from the date of receipt of the relevant notice by the Merchant.

PIE Initial…………………… 12 Merchant Initial………………………….


ANNEXURE 3
SPECIAL REQUIREMENTS GOVERNING MERCHANTS IN THE HOSPITALITY INDUSTRY OR OTHER SPECIFIC INDUSTRIES

“Hospitality Industry” means any category or field within the broad range of service-oriented industries, which include hotels and
accommodation lodgings, F&B, events planning, theme parks, transportation, cruise lines and additional business within the
Tourism industry.
1. Merchants engaging in the business, trade and activities of car or vehicle rental shall:
1.1 retain the signed vehicle lease agreement, the POS Record and the related traffic fines issued during the term of this
Agreement for five (5) years from the date of the Payment Transaction or for any other period as may be required under
the law;
1.2 unless agreed by the Cardholder in writing, the Merchant shall not include deductible insurance premiums or other
charges to cover potential damages when insurance coverage is waived at the time of renting the vehicle, traffic fines,
taxes, maintenance cost or fuel, compensation or other similar charges;
1.3 provide PIE AND/OR SERVICE PROVIDER with a copy of the Merchant insurance policy in the event that the Cardholder
pays an insurance deductible for the damage;
1.4 provide PIE AND/OR SERVICE PROVIDER a copy of the official accident report, a price estimation or quote prepared by a
competent repair workshop and such other documents evidencing Cardholder consent to assume such charges, in the
event that the cost of any damage to the vehicle is charged to the Card;
1.5 settle the Payment Transaction or obtain a new and up-to-date authorization if a pre-authorization exceeds the fourteen
(14) calendar days; and
1.6 submit a Foreign Transaction to PIE AND/OR SERVICE PROVIDER within twenty-four (24) hours of a Foreign Cardholder’s
checkout.
2. Merchants engaging in the business, trade and activities of hotel or accommodation or the Hospitality Industry shall:
2.1 retain the guest registration forms signed by the Cardholder, the Receipt, the POS Record and all related documents issued
during the term of this Agreement for five (5) years from the date of the Payment Transaction or for any other period as
may be required under the law;
2.2 in the event the Cardholder does not “check-in” to initiate a Payment Transaction, the Merchant shall charge the
Cardholder’s Card with the cancellation charges in accordance with the Merchant’s no-show policy as disclosed to the
Cardholder at the time of reservation. Any losses incurred by PIE AND/OR SERVICE PROVIDER shall be debited against
any amounts payable to the Merchant under this Agreement or otherwise; and
2.3 charge the Cardholder for any loss(es) incurred by the Merchant in relation to the services provided to the Cardholder
separately including food or beverage charges, room service fees and tax duties.
[Insert any additional special conditions as may be applicable to a special Merchant/ a specific industry]

For Payment International Enterprise For and on behalf of the merchant: For PIE Internal Use Only:
B.S.C (c)
_____________________ Merchant Name:
_______________________
Merchant Legal Name: MID Number:
Name:
Authorized Person (s): Serial Number:
Title:
Title:
Date:
Date:

Company Stamp:

PIE Initial…………………… 13 Merchant Initial………………………….

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