Merchant Services

Interoperability API Agreement

Between

Khalti Private Limited

And

<Second party’s Company Name>

Date: ……..
 Legal Contract
This contract is made effective from ………………

Khalti Private Limited (Hereinafter referred to as "First Party") - a company registered and existed under the
prevalent laws of Nepal having its corporate office at Ward No. 3, Haribhawan, Lalitpur, Nepal registered on
2072-10-20 B.S. with the Company Registration Number 144796/072/073 and Permanent Account Number
603588039 intending to provide digital payment services, represented by its CEO Binay Khadka..

And, <Company name> (Hereinafter referred to as, "Second Party'') - a legal entity duly incorporated under the
company act ……… registered on ……….. With the company registration number: ………….. Having its corporate office
at ………… on the other part, collectively hereinafter referred to as "the Parties'', have entered into this Agreement
(hereinafter "the Agreement")

Whereas:
● Khalti Private Limited and <Company name> are holding valid licenses or authorizations or have filed
the necessary notifications for the performance of their activities in their respective countries.
● Each of Khalti Private Limited and <Company name> represent that it is qualified and able to perform,
technically, organizationally, legally and financially, the obligations it assumes under this Agreement.
● <Company name> is a …………….
● Khalti is a digital wallet & merchant service aggregator duly registered and obtained a license from the
regulatory authority of Nepal which is operated and owned by Khalti Private Limited.
● Merchant Services is the services that Khalti is prepared to provide to <Company name> for which the
users/clients/customers can pay using their platform.
● Commission is the fee that the First Party shall pay to the Second Party for each merchant services
transaction.
● Dedicated Service Account is a dedicated account for the Second Party created by the First Party
where all the merchant services along with commission are added for the Second Party to start
consuming. Second Party can view transaction logs, create users, add credits, check consumption log,
commission history from Service Account.

Now, therefore in consideration of the mutual Agreement set forth herein and intending to be legally bound, the
Parties hereto agree as follows:

1. Scope of the Agreement

1.1. The First Party is prepared to provide a Service API to the Second Party for Merchant Services, the parties
agree that both parties have a fully functional system that allows general users to pay for the services;
1.2. The services which are provided as a reseller to the First Party only can be integrated by the Second Party;
1.3. Second Party doesn't have the right to share the API documents to any Third Party agents, app or vendors
without prior consent from the First Party;
1.4. The terms of this agreement shall be activated once integrated with the Second Party API is completed and
UAT/SAT certificate for the service API has been issued by the Second Party.

2. Service Fee

2.1. The First Party agrees to pay commission to the Second Party for transactions made using the First Party's
service API in their application that allows the general users/parties in order to pay for the list of services. List
of services has been mentioned in Annexure I;
2.2. As per the rules of Government of Nepal, TDS shall be deducted and 13% extra VAT shall be applicable as the
case may be from either party;
2.3. The First Party shall charge an One Time Setup Cost (OTC), and Annual Maintenance Cost (AMC) for
prioritizing Khalti for providing the Service API clients by the Second Party. The One Time Setup cost is NPR.
1,00,000.00 and Annual Maintenance Cost is NPR. 50,000.00;
2.4. Billing shall be made within 7 days from the signing of the contract and payment shall be made within 7
days from the billing date on two installments of 15 days each;

3. Deliverables from First Party to the Second Party

3.1. Provide a fully functional API that enables the Users to make payments for the Services through Khalti
Gateway from the Second Party’s application;
3.2. Assign a dedicated technical person to handle any issue that occurs on the First Party’s side. The details of
the contact person assigned have been mentioned in Annexure IV;
3.3. Conduct financial agreement as presented under “Financial Terms and Conditions”;
3.4. Follow confidentiality obligations as presented under “Confidentiality Obligations”.

4. Deliverables from Second Party to the First Party

4.1. Assign a technical resource to integrate the First Party’s API into the Second Party's application;
4.2. Assign a dedicated technical person to handle any issue that occurs on the Second Party’s side. The details
of the contact person assigned have been mentioned in Annexure IV;
4.3. Second Party will ensure 24/7 server uptime and will be responsible for any issues caused due to the
problem in the Second Party's end;
4.4. To refrain from spamming through the First Party’s system and connection, and for the benefit of any third
party without the approval of the First Party in written format;
4.5. Conduct financial agreement as presented under “Financial Terms and Conditions”;
4.6. Follow confidentiality obligations as presented under “Confidentiality Obligations.

5. The Parties hereby agree on the following

5.1. The system of both the Parties shall be functioning properly 24x7. In case the system is being upgraded or is
unavailable due to other reasons from either party, it should be notified to the other party, at least 4 hours
prior;
5.2. Service Commission may change in mutual understanding between the parties;
5.3. In case of any cancellation made for the Service of the Second Party, arising due to problems in the Second
Party System, the Second Party shall be held fully liable for the losses;
5.4. The Second Party shall be responsible for taking permission for its software and wallet themselves;
5.5. The Second Party shall be fully responsible to provide support to the customers;
5.6. Second Party shall be involved in handling any sort of query or error in transactions caused at the Second
Party's system. The details of the contact assigned have been mentioned in Annexure I;
5.7. The requisite reports should be maintained in the systems of both the Parties and shall exchange with each
other in a timely manner;
5.8. The First Party can change the commission rate for the services provided with mutual consent in the case of
rate revised by service provider;
5.9. The Agreement shall prevail over all prior agreements, proposals, negotiations, representations or
communications relating to the subject matter between the Parties. The Parties acknowledge that they
have not been included to enter into this Agreement by any representations or promises not specifically
stated.
6. Financial Terms and Conditions

6.1. The Second Party shall receive a commission as mentioned in Annexure I on every transaction of the
Service made by the general users through the Second Party’s Application via First Party’s API;
6.2. All the data related to transactions made by the user via Khalti for the service should be made available by
the Second Party along with the VAT bill for the commission for reconciliation upon demand by the Second
Party;
6.3. All the data related to transactions made by the user via Khalti for the service should be made available by
the Second Party along with the VAT bill for the commission for reconciliation;
6.4. The commission amount for transactions made for the Service shall be paid by the First Party to the Second
Party on a monthly basis after getting the bill from the Second Party;
6.5. The Second Party must maintain the desired credit amount and provide the First Party Debit Authority of the
account mentioned in Annexure II.
6.6. The users must contact the respective service provider in case of any cancellation of the purchased service.
First Party will not be able to facilitate without written consent from the respective service provider;
6.7. For better customer support, it is advised to have “Powered by Khalti” in the transaction receipt so that when
customers contact the service provider, the provider can know that it is from the Khalti system;
6.8. Cancellation of the plane tickets should be made by informing the Airlines Company. The service providers
may charge applicable cancellation fees as per their terms and conditions.

7. Confidentiality Obligations

7.1. Confidentiality and Non-Disclosure. This Section creates a non-disclosure agreement between the parties
for any disclosure of confidential and proprietary information by one party to the other during the term of
this agreement, thus eliminating the need for separate non-disclosure agreements;

7.2. Confidential Information. For purposes of this Agreement, “Confidential Information” means written,
documentary, oral or visual information of any kind disclosed by either party to the other, including, but not
limited to; (i) the terms and conditions of this Agreement; (ii) information of a business, planning, marketing
or technical nature, including financial data, plans, forecasts, market intelligence, concepts, fixed assets,
customer information, strategies, agreements or other proprietary confidential material which the
disclosing party may, at its sole discretion, disclose to the receiving party, (iii) models, tools, hardware, and
software, and (iv) any documents, reports, memoranda, notes, files or analyses prepared by or on behalf of
the receiving party that contain, summarize or are based upon any Confidential Information;
7.3. Treatment and Protection. Each party agrees to (i) hold in strict confidence all Confidential Information of
the other party, (ii) were applicable only to this Agreement, use the Confidential Information solely to
perform or to exercise its rights under this Agreement, and (iii) not transfer, display, convey or otherwise
disclose or make available all or any part of such Confidential Information to any third party;
7.4. The receiving party will not disclose all or any part of the disclosing party’s Confidential Information to any
agents, officers, directors, employees or representatives (collectively, “Representatives”) of the receiving
party except on a need-to-know basis. The receiving party agrees to inform its Representatives who receive
the disclosing party’s Confidential Information of the confidential and proprietary nature thereof and of
such Representative’s obligations with respect to the maintenance of such Confidential Information in
conformance with the terms of this Section;
7.5. Each Party will take the same measures to protect against the disclosure or use of the other party’s
Confidential Information as it takes to protect its own proprietary or confidential information (but in no
event will such measures be less than reasonable care). Each party represents that such a degree of care
provides adequate protection for its own confidential and proprietary information;
7.6. Any documents or materials that are furnished by or on behalf of the disclosing party, and all other
Confidential Information in whatever form, including reports, memoranda, notes, files or analyses prepared
 by or on behalf of the receiving party, including all copies of such materials, will be promptly returned by
the receiving party to the disclosing party upon written request by the disclosing party for any reason;
7.7. Exclusions: Each party acknowledges that neither party is bound by the obligations herein regarding
Confidential Information that is proven to be:
7.7.1. Publicly known through no fault of the receiving party or of any other person or entity that is similarly
contractually or otherwise obligated to protect such Confidential Information;
7.7.2. Obtained independently from a third party without an obligation of confidentiality to the disclosing
party and without breach of this Section;
7.7.3. Furnished to others by the disclosing party without similar restrictions on their right to use or disclose;
7.7.4. Known by the receiving party without any proprietary restrictions at the time of receipt of such
information from the disclosing party; or
7.7.5. Independently developed by the receiving party by persons who did not have access, directly or
indirectly, to the Confidential Information of the other party.
7.8. Disclosures Required by Law. The receiving party may disclose the Confidential Information of the other to
the extent required under order of a court of competent jurisdiction, a valid administrative or congressional
subpoena, law, rule, regulation (including any securities exchange regulation), or other governmental
action provided that the receiving party (i) promptly notify the disclosing party in writing prior to disclosure
of the information, and (ii) assists the disclosing party, at the disclosing party’s expense, in any attempt by
the disclosing party to limit or prevent the disclosure of the Confidential Information;
7.9. Remedies upon Breach. Each receiving party acknowledges that the Confidential Information of the
disclosing party is central to the disclosing party’s business and was developed by or for the disclosing
party at a significant cost. Each party further acknowledges and agrees that the other party may have no
adequate remedy at law if there is a breach or threatened breach of this Section. Accordingly, either party
may be entitled to injunctive or other equitable relief to prevent or remedy such breach. Such remedy will
not be deemed to be the exclusive remedy for any such breach of this Section but will be in addition to all
other remedies available at law or in equity to the disclosing party.

8. Entire Agreement

8.1. This agreement constitutes the entire agreement among the parties involved with respect to the matters
described herein.

9. Settlement of Disputes

9.1. Any dispute arising in connection with this Agreement shall be settled amicably between the parties within
30 days, failing this it shall in the first instance attempt to settle the dispute by mutual consultations.
9.2. If a dispute cannot be resolved through mutual consultation then it shall be settled through the arbitration
proceedings according to Arbitration Act, 2055 of Nepal.
9.3. If the dispute cannot be settled in the manner as referred to above, it shall be settled in accordance with
the prevailing law of Nepal.

10. Governing Law

10.1. This Agreement shall be governed by and interpreted in accordance with Muluki Civil Code, 2074 of Nepal;
10.2. In case of conflict of the provision of this Agreement with the Laws of Nepal, the contradicting provision of
this Agreement shall become automatically invalid to the extent of contradiction.

11. Agreement Validity, Amendment, Termination, and Renewal

11.1. This agreement shall come into effect after its signing from both Parties, i.e.……………….and the validity of the
agreement shall have an initial term of 12 months after signing of contract. However, the Agreement shall be
auto renewed successively after payment of AMC;
11.2. This Agreement may be amended or supplemented under a mutual agreement of the parties with a
 mandatory signing of a single document being integral part hereof;
11.3. The Agreement or a Service Plan may be terminated by either party at any time, for any reason, with or
without cause, upon a written notification 30 days prior to the date of termination to the other party;
11.4. The Second Party should send a one-month prior notice in a written format before the expiration date of
this Agreement to the First Party for legal- termination of this Agreement.

12. Return of Data

12.1. Upon termination or expiration of this Agreement, each party's rights to use or possess Confidential
Information automatically terminate immediately. Each party will return, or at the other party’s request
provide verification of destruction of, any copy of any other party's Confidential Information it may possess.

Date: ………….

Khalti Private Limited and <Company name> have executed this Agreement in two (2) original copies. Each
Party acknowledges having received its original copy, by the hands of their duty authorized officers, on the
date and year written above

First Party Second Party

………………………………………….. ………………………………………..
Puspa Raj Nyaupane Name:
CFO Designation:

……………………………………… …………………………………….
HOD: BFI Name:
Pravin Ghimire Designation:

…………………………………………. ……………………………………….
Stamp Stamp
 Annex I

Service Commission Details

● All the fees and charges mentioned are subject to change.

● In the given commission TDS will be applicable.
● In any services, API clients are restricted to charge additional fees beyond those offered by
merchant/Service providers.
● All the mentioned commissions are inclusive of VAT.

MERCHANT SERVICES COMMISSION

TELCOS

Landline 2.96%

NTC 2.96%

NTC ERC 2.85%

NTC Package 2.96%

Ncell 2.06%

Ncell Product 2.06%

Smartcell ERC 2.03%

Smartcell 2.03%

ISP

ADSL UL 2.96%

ADSL VB 2.96%

Airson Internet 1.05%

Alisha Communication 1.40%

Arrownet 1.05%

Askina 1.05%

Barahi Net 1.05%

BBN Internet 1.05%

Broadband Solutions 1.05%

Broadlink 1.05%

Broadlink ERC 2.80%

Chitrawan Unique Net 1.05%

ClassicTech 0.53%

Doen Net 1.05%

DG Link 0.7%

Dolfin Net Communication 0.9%

Eastlink 1.05%

Everest Wireless 2.10%

Fast Speed 0.60%

Fibertel Fibernet 1.05%

Fiberworld Communication 1.05%

Firstlink 0.70%

Fiberworld Communication 1.30%

GRS Internet 0.90%

Hons 0.70%

Infonet Communication 0.70%

Info Net Technology 2.45%

Izone 0.60%

JBM Space Cable Net 0.70%

Jagriti National Cable Network 0.70%

Janaki Cable Network 0.90%

Kshireshwar Network 1.05%

Life Net 1.50%

Limpid ICT solution 1.50%

Pathibara Internet 0.90%

Sahaj Network 0.70%

Super Eight Networks 0.90%

Smart Link 0.90%

Vns 0.90%

WIFI Nepal 0.90%

Pokhara Internet Lekhnath 1.30%

LNT Infotech 1.40%

Loop Network 1.05%

Mega Cable Net 1.40%

Metalink 1.40%

Metrolink 1.05%

Mount Link 1.75%

Neo Link 1.75%

Nepalink 1.75%

Net Max 1.40%

NT FTTH 2.42%

Palsnet 1.75%

PDS Server Network 1.75%

PNG Network 1.40%

Pokhara Internet 1.40%

Prime Network 1.75%

Reliant Technology 1.05%

Royal Network 1.05%

Sky Broadband 1.40%

Sky Internet 1.75%

Sky Topup 1.58%

Sky TV 2.45%

STS Cable Network 1.05%

Subisu 0.53%

Techminds 1.40%

Three G Vision 1.05%

Ultra Net 1.75%

Unified Communication Isp 1.05%

Vianet 0.53%

Virtual Network 1.05%

Web Network 1.05%

Websurfer Internet 1.58%

Wimax 2.42%

World Fiber Net 1.75%

Worldlink 0.75%

TV

Chitrawan Unique Cable TV 2.10%

Cleartv 0.70%

Kriti Darshan 2.10%

Max TV 1.75%

MeroTv 1.75%

Mero TV ERC 3.50%

Merotv v2 2.10%

Merotv v2 Topup 2.10%

Nettv 1.75%

Nettv ERC 1.75%

Nettv PPV 1.75%

Nijgadh Cable 1.75%

Prabhu TV 2.45%

SimTV 2.45%

STS Cable Network 1.40%

DishHome 2.45%
DishHome ERC 2.45%

FLIGHTS (WE SHARE 50% OF OUR REVENUE)

Buddha

Yeti

Saurya

Simrik

Shree

INSURANCE

Ajod Insurance 0

GIC Insurance 0

Everest Insurance 0

Jyoti Life Insurance 0

Lumbini General Insurance 0

Nepal Life Insurance 0

NLG Insurance 0

Sagarmatha Insurance 0

Reliance LIFE Insurance 0

Primelife Insurance 0

Premier Insurance 0

Siddhartha Insurance 0

Sanimalife Insurance 0

Sanima General Insurance 0

Union Life Insurance 0

Surya Life Insurance 0

ANTIVIRUS

Bitdefender Antivirus 0

eSet Antivirus 0

Escan Antivirus 25

Kaspersky 20

K7 Antivirus 25

Dr Web 25

Msecurity Antivirus 25

Travel and Tour

0
Abhiwadan Expedition Holidays Pvt. Ltd 0

Spark Adventure Pvt Ltd 0

Saraogi Nepal Travels Pvt Ltd 0

Sakura Holidays Private Limited 0

 The Cliff Private Limited 0

Deuti Nagarik Yatayat 0

Sajilo Bus Yatra Private Limited 0

Sita Tour and Travels Private Limited 0

KHANEPANI (All Shareable Counters) 50% of our revenue

ELECTRICITY (All Available Counters)

NEA 50% of our revenue

SCHOOL (All Shareable Schools) 0

Government Services

Echalan 0

VRS 0

Khalti Load 0

Bus-Sewa 0

Note: There are services where we have no revenue from merchants but need to provide real time
settlement in that case the bank settlement charges will be applicable to the Second Party.

Annex II

In order to add credits to the Service API account the second party must maintain sufficient balance in the
account given below along with the debit authority for the same account.

Bank Account Details

Bank Name Nepal Investment Mega Bank Limited

Bank Address Tripureshwor

Company Name Khalti Pvt. Ltd.

Company Address Pulchowk, Lalitpur

Account Number 03201040254694

 Annex III

Contact Details for First Party

Name Department Phone Number Email

Gokul Joshi Finance & 9801856381 accounts@khalti.com

Accounts
Rakshya Finance & 9801165556 accounts@khalti.com
Ranabhat Accounts
Saphal IT 9801856451 techsupport@khalti.co
Shrestha m
Pravin Ghimire HOD-BFI 9801155452 bfi@khalti.com

Swaroop J. Karki Support 9801301195 bfi@khalti.com

Contact Details for Second Party

Name Department Phone Number Ema
il

Annex IV

Service API Login Details (For email or SMS Alerts)

Login Email

Phone Number