The Merchant Aggregator/Acquirer shall be referred to as the “Super Merchant.

Avanza Premier Payment Services (APPS) and the Super Merchant are hereinafter collectively
referred to as the “Parties” and individually as a “Party” as the context may require.

The Terms & Conditions henceforth may be collectively referred to as “Agreement” as the
context may require.

1.1 The Super Merchant shall agree on non-exclusive basis to accept the online payments
through Avanza Payment Gateway Service by all of its merchants.

1.2 The Super Merchant has carried out a satisfactory due diligence in respect of the relevant
Merchant prior to entering into a Merchant Agreement and obtain the optimal level of
information as per the format given in Annexure A below.

1.3 The Super Merchant has entered into Merchant Agreements with the Merchants for the
purposes of providing them the services of the super merchant Platform and that the
Merchant Agreements are valid, binding and in full force and effect;

1.4 The Super Merchant shall monitor the Merchants on a regular basis and in case of any
adverse findings about a Merchant coming to its attention, the Super Merchant shall
forthwith inform APPS and enter into consultations with APPS as to the action to be taken
against the Merchant.

1.5 The Merchant Agreements appropriately and adequately support the services to be
provided by APPS under this Agreement and the obligations of the Super Merchant under
this Agreement and furthermore, nothing contained herein conflicts with the terms and
conditions of the Merchant Agreements;

1.6 There are no disputes or threat of a dispute with any Merchant which has not been
disclosed to APPS; and

1.7 The Super Merchant shall ensure that all the terms of this Agreement are strictly adhered
to by the Merchants. Any failure on the part of a Merchant to comply with the same shall
be the responsibility of the Super Merchant and the Super Merchant shall inform APPS
immediately of any breach or non-compliance by a Merchant of a Merchant Agreement if
it affects the APPS gateway or related operation.

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1.8 Super Merchant/ Merchant provide evidence for delivering goods /services in connection
with any dispute raised by partner banks /Payment Scheme/acquiring bank. If failed to
provide the sufficient evidence for delivering goods /service then merchant shall accept
the charge back.

1.9 Super Merchant/Merchant shall pay any penalties imposed by a partner banks /Payment
Scheme/acquiring bank due to any valid Chargeback.

1.10 Super Merchant/Merchant agrees to provide evidence for delivering goods /services in
connection with any dispute raised by partner banks /Payment Scheme/acquiring bank. If
failed to provide the sufficient evidence for delivering goods /service then merchant shall
accept the charge back.

1.11 Super Merchant /Merchant agrees to take the liability and pay any penalties imposed by a
partner banks /Payment Scheme/acquiring bank due to any valid Chargeback. Super
Merchant/Merchant agrees that penalty amount will be adjusted from the next settlement
amount, otherwise it will be paid in full by merchant within 3 – 4 working days of chargeback
notice.

1.12 The Super Merchant warrants that it shall not connect Merchants that sell the following
products or services;

(a) Firearms
(b) Alcoholic beverages
(c) Explosives
(d) Pornographic materials and services of any kind whatsoever
(e) Live animals
(f) Banned/illegal drugs or other controlled substances
(g) Fireworks or other pyrotechnic devices or supplies
(h) Hazardous materials, combustibles, corrosives
(i) Access or membership of pornographic or illegal sites
(j) Bulk email software or mailing lists
(k) Gambling transactions
(l) Multi-level marketing collection fees
(m) Matrix sites or sites using a matrix scheme approach
(n) Work-at-home information
(o) Wire transfer products
(p) Any product or service which is not in compliance with all applicable laws and
regulations whether federal, provincial or local laws of the Islamic republic of Pakistan.

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1.13 The Super Merchant shall ensure that merchant will display at its website the following
information:

a) Accurate description of the goods and services provided

b) Return Policy
c) Privacy Policy
d) Refund Policy
e) Terms and Conditions
f) FAQs
g) Customer Service Number including electronic mail address
h) Pricing should be in PKR
i) Permanent Address should be mentioned on the website.

1.14 The Super Merchant shall prohibit the display of any material on a Merchant's website if the
display is contrary to any applicable law, regulation, government policy, order or guideline.

1.15 The Super Merchant shall comply to display the logo of APPS payment gateway on its
website and websites of all merchants. Any exception in it must be mutually agreed in
writing by both parties.

1.1 The Super Merchant shall ensure that Merchants deliver Services and/or Products
purchased through an Online Transaction as per the description and within the timelines
and in the manner agreed with a Customer.

1.15 The Super Merchant shall at all times comply with and cause Merchants on the Super
Merchant’s System to comply with all applicable laws, rules and regulations insofar as are
relevant to the use of the Application and in undertaking Online Transactions.

1.16 The Super Merchant shall monitor the Merchants on a regular basis and in case of any
adverse findings about a Merchant coming to its attention, the Super Merchant shall
forthwith inform APPS and enter into consultations with APPS as to the action to be taken
against the Merchant. The Super Merchant shall be responsible for the due diligence of any
future merchants which it proposes to onboard.

1.17 The Super Merchant shall ensure the confidentiality of any and all information submitted
by a Customer on a Merchant’s website. The Super Merchant shall ensure or cause to be
ensured that all feasible encryption and security measures are adopted at all Merchant
websites so as to prevent any hacking into the information of the Customer, the Online
Transaction and/or other data. In the event of any loss/damage being due to any act,
which is beyond the control of a Merchant, including any hacking into a Merchant’s website,

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the loss shall be borne by the concerned Merchant or the Super Merchant (in accordance
with the individual agreement between the said parties) and not APPS;

1.18 In the event that any of the information or transaction data relating to a Customer, Online
Transaction or Merchants, stored in the Super Merchant Platform and its systems is lost,
damaged, stolen or otherwise compromised, then the Super Merchant hereby undertakes
to notify APPS of any breach in the security of information or transaction data mentioned
above, immediately upon the Super Merchant having notice thereof. Thereafter, the Super
Merchant shall consult with APPS in good faith and take immediate steps to remedy the
situation and prevent its recurrence.

1.19 The Super Merchant shall accept full responsibility for any claims, liabilities, expenses, costs,
loss or damage of whatever nature brought against, suffered or incurred by or caused to
any Customer or other party whosoever due to, or arising out of, or in connection with any
breach or compromise of the security or integrity of the Super Merchant Platform.

2.1 Either Party acknowledges that the setting up, maintenance, upgrading, security, and
integrity of the respective systems and all costs thereof, and any other matters related
thereto, shall be borne by the respective party.

2.2 The Super Merchant shall comply with and shall cause the concerned Merchant on the
Super Merchant Platform to comply with all guidelines mutually agreed between the Super
Merchant and APPS in regard to the functionality or operations of the APPS Payment
Gateway

3.1 The Super Merchant shall open the Super Merchant Account with a scheduled bank in
Pakistan, prior to the execution of this Agreement, into which the settlement amounts in PKR
for valid Online Transactions (if not credited directly to the Merchant Account) and
proceeds of sales sharing on successful Online Transactions, between the Super Merchant
and APPS shall be credited by APPS.

3.2 All payments made by APPS under this Agreement shall take into account any applicable
taxes which APPS may be required by law to deduct. APPS shall provide written evidence to
the Super Merchant of the deductions made by it and payment of the same to the tax
authorities.

3.3 The Super Merchant agrees to indemnify and hold APPS indemnified and harmless against
any claims, losses, damages, fines, penalties, costs, expenses, fees, proceedings and
actions sustained by or initiated against APPS as a result of the nonpayment of the
settlement amount by the Super Merchant to the Merchant for any reason.

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3.4 If the Super Merchant/merchant does not raise any objection to the settlement amount or
the amount of the Transaction Fee paid into the Super Merchant or merchant Account
directly by APPS within [3] Business Days after the date APPS credits the Super Merchant
Account, the Super Merchant and where Applicable, the Merchant, shall be deemed to have
accepted such amount as correct and shall not be entitled to object to it thereafter.

SETTLEMENT PERIOD

PAYMENT INSTRUMENT SETTLEMENT METHOD SETTLEMENT PERIOD

Funds Transfer Into Account T+2

With Settlement Bank Second working day of transaction
Account/Mobile Wallet
funds transfer into bank
Based Transactions T+3
account any other schedule
Third working day of transaction
bank except Settlement Bank
Funds Transfer Into Account T+3
With Settlement Bank Third working day of transaction
Card Based
funds transfer into bank
Transactions T+4
account any other schedule
Forth working day of transaction
bank except Settlement Bank

4.1 Either party agrees to coordinate with each other to resolve the dispute either raise by
merchant or customer.

4.2 Either party agrees to comply with the Standard Operating Procedure of Dispute Resolution
Mechanism that will be prepared and circulate by APPS.

4.3 The Super Merchant shall ensure that Merchants respond to any enquiry made by within
agreed Turn-Around Time as describe in Standard Operating Procedure of dispute
resolution and complaint redressal.

4.4 Standard Operating Procedure of dispute resolution shall be an integral part of this
agreement.

5.1 The Super Merchant/Merchant shall monitor the pattern/trend of the Transactions,
constantly and shall immediately notify APPS in writing in the event of any surge/abnormal
increase in the Online Transactions. In case such an abnormal increase is observed, the
Merchant shall immediately inform APPS in writing for advice.

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5.2 The Super Merchant agrees to take the sole responsibility against any fraudulent activity
conducted by its merchants.

5.3 APPS shall not be liable to pay the Super Merchant any Transaction Fees for any fraudulent
and/or unauthorized Online Transactions.

5.4 APPS may deduct and set off against future payments to the Super Merchant, any
payments made by APPS which is on account of an Online Transaction which is discovered
to be fraudulent or unauthorized or which is the subject matter of a chargeback;

6.1 Where a request for repayment under a Transaction has been submitted by the Super
Merchant to APPS and if the Super Merchant accepts a return from a Customer of any
goods sold under the Transaction or agrees to make a refund or provide a rebate to a
Customer of the amount of the Transaction or any part thereof for any reason, or if the
Customer validly cancels the Transaction or claims a refund or rebate to which he is
entitled of all or part of the amount of the Transaction, the Super Merchant shall give a
refund or rebate to the customer by making the necessary arrangements with APPS to
effect such refund or rebate.

7.1 The Super Merchant shall furnish to APPS forthwith, upon the receipt of a written request,
the original copy or photocopies or printouts (as required by APPS) of documents that the
Super Merchant may have pertaining to all or any Customer or Online Transaction.

7.2 The Super Merchant shall permit the authorized representatives of APPS OR State Bank of
Pakistan official to carry out, with prior notice at a mutually agreed time, physical
inspections of the place(s) of business of the Super Merchant. Such inspection shall be
strictly confined to the services covered by this Agreement.

7.3 The Super Merchant, shall preserve all records pertaining to Online Transactions for a period
of at least two (02) years from the date. The Super Merchant shall cause the Merchants to
preserve their records and data in the manner and for the aforementioned period.

8.1 This Agreement shall come into effect on the Effective Date and shall remain in force until
terminated in accordance with the provisions of Clauses 10.2, 10.3 or 10.4 below.

8.2 Either Party may terminate this Agreement at any time without assigning any reason
whatsoever by giving to the other Party [60] days prior written notice and after the said [60]

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days period, this Agreement shall cease to have effect save in respect of any obligations
which are to specifically survive termination under this Agreement or which by their nature
are continuing such as the duty of confidentiality.

8.3 Notwithstanding anything mentioned in this Agreement, a Party (“Terminating Party”) shall
be entitled at any time to terminate this Agreement forthwith by prior written notice to the
other Party (“Defaulting Party”) in case the Defaulting Party commits a breach of any of its
obligations under this Agreement or on the occurrence of any of the following events:

8.4 Where proceedings are commenced or a resolution is passed for the winding up or
dissolution, whether voluntary or otherwise, of the Defaulting Party or where proceedings
are commenced for the administration or liquidation of the Defaulting Party or a receiver
or manager is appointed over the Defaulting Party or any of its assets or distress or other
execution is levied against the Defaulting Party or any of its assets or the Defaulting Party
enters into any composition or arrangement with its creditors;

8.5 The Defaulting Party or any of its officers, employees and/or agents is or is suspected by
the Terminating Party to be involved in any fraudulent or unlawful activity with regard to the
arrangement under this Agreement or relating to any Online Transaction.

8.6 Any termination of this Agreement shall not affect any accrued rights, obligations and
liabilities of either Party or the effectiveness or validity of any Online Transactions processed
by APPS prior to such termination. Upon termination, APPS shall not be liable to pay the
Super Merchant for any Online Transaction occurring post such termination and the record
of all Online Transactions shall be provided by the Super Merchant forthwith to APPS after
the date of such termination.

8.7 Upon termination of this Agreement, the Super Merchant shall forthwith return to APPS all
items and/or equipment provided to the Super Merchant in connection with this Agreement
(if any) in good working order and condition (fair wear and tear excepted). Notwithstanding
the termination of this Agreement, APPS shall preserve all records and data as required by
law, relating to this Agreement and all Online Transactions.

9.1 APPS and the Super Merchant in their individual capacity, hereby represent and warrant to
the other as follows; that this Agreement is authorized by their respective board of directors
and that they have the power to enter into the Agreement and have by all appropriate and
required corporate action, authorized the execution of the Agreement; that each of them
in respect of their own business affairs and finances, has disclosed in writing to the other,
all matters specifically relating to their respective businesses and finances, which could
affect their individual ability to perform their obligations under the Agreement and that all

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such information is accurate in all material respects and no material fact, the omission of
which would make such a statement misleading, has been omitted; and

9.1 neither the execution of the Agreement, nor the compliance by them with the terms of the
Agreement which apply to them individually, will constitute a breach of or cause a default
under any agreement or other undertaking, instrument or obligation to which they are a
party or which is binding upon them or any of their assets to an extent or manner which
might materially and adversely affect their ability to perform their respective obligations
under the Agreement.

10.1 For the purposes of this Agreement confidential information means information whether in
written, graphic, oral, or electronic form communicated in writing or orally and identified to
be confidential at the time of disclosure and provided to the receiving Party hereto for the
purposes of or in connection with this Agreement, which may include, but is not limited to,
discoveries, concepts, techniques, patent applications, designs, specifications, drawings,
diagrams, data, algorithms, software source documents, computer programs, marketing
information, business activities and operations, customer and pricing lists, reports, studies
and other technical and business information (“Confidential Information”). The
confidentiality obligations in this clause shall not apply to disclosed information which the
receiving Party already knows at the time of disclosure, free of any obligation to keep it
confidential, as evidenced by written records; is or becomes generally publicly known
through authorized disclosure; receiving Party has independently developed without the
use of any Confidential Information as evidenced by written records; or receiving Party
rightfully obtains from a third party who has the right to transfer or disclose it.

10.2 Each Party acknowledges that the other Party claims its Confidential Information as a
special, valuable and unique asset. Each Party agrees to the following: a receiving Party will
not disclose the Confidential Information to any third party or disclose to an employee,
professional adviser or service provider, unless such employee, professional adviser or
service provider has a need to know the Confidential Information and is subject to a binding
and enforceable confidentiality or nondisclosure agreement with receiving Party. Receiving
Party will use the Confidential Information only for the purpose of the Agreement and will
not use it for its own benefit. In no event shall the receiving Party use less than the same
degree of care to protect the Confidential Information as it would employ with respect to
its own information of like importance, which it does not desire to have published or
disseminated. If the receiving Party faces legal action or is subject to legal proceedings
requiring disclosure of Confidential Information, then, prior to disclosing any such
Confidential Information, the receiving Party shall promptly notify the disclosing Party and,
upon the disclosing Party's request, shall cooperate with the disclosing Party in contesting
such request.

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10.3 All Confidential Information furnished under this Agreement shall remain the property of
the disclosing Party and shall be returned to it or destroyed or purged promptly at its
request. All documents, memoranda, notes and other tangible embodiments whatsoever
prepared by the receiving Party based on or which includes Confidential Information shall
be destroyed to the extent necessary to remove all such Confidential Information upon the
disclosing Party's request. All destruction under this clause 10.3 shall be certified in writing
to the disclosing Party by an authorized officer of the receiving Party.

10.4 Each Party further agrees that it shall promptly notify the other as soon as it becomes
aware of any breach of confidentiality obligations pursuant to this Agreement and give the
other all reasonable assistance in connection with the investigation of the same. Each Party
shall use its best efforts to assist the other in identifying and preventing any unauthorized
use or disclosure of any portion of the Confidential Information of the other disclosed
pursuant to this Agreement.

11.1 The Super Merchant shall comply with all security measures and guidelines relating to this
Agreement and all instructions, in prior writing, issued or provided by APPS, the State Bank
of Pakistan or by any other relevant party/authority from time to time in connection with
this Agreement.

11.2 APPS’s obligations under this Agreement shall be subject to the approvals or permissions
from the State Bank of Pakistan that may be required from time to time as well as any
applicable guidelines, circulars, rules and regulations issued by the State Bank of Pakistan.
The Super Merchant undertakes to cooperate with APPS in the event that APPS is required
to modify, supplement or change the APPS Application or the APPS Payment Gateway.

11.3 Without prejudice to the specific indemnities provided under this Agreement, except in
cases where APPS has acted in a negligent manner, committed a willful default, breached
any law or rules, regulations or directives of any regulatory authority, a competent authority
or the Card Associations, the Super Merchant hereby undertakes and agrees to indemnify
and hold harmless APPS against any and all claims, liabilities, expenses, costs, losses or
damages of whatsoever nature (including legal costs on a full indemnity basis incurred by
APPS) brought against, suffered or incurred by APPS, arising out of or in connection with this
Agreement, including but not limited to the following:

11.4 Any breach of the terms and conditions of this Agreement by the Super Merchant;

11.5 Any fraud by any of the Super Merchant’s officers, employees and/or agents;

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12.1 Except in cases where APPS has acted in a negligent manner or committed a willful default
in the performance of its obligations hereunder, APPS shall not be liable in any way

12.2 whatsoever to the Super Merchant, any Merchant on the Super Merchant Platform or any
other person whatsoever for claims, liabilities, expenses, costs, loss(es) or damage(s) of
whatever nature brought against, suffered or incurred by or caused to the Super Merchant,
any Merchant on the Super Merchant Platform or any other person whatsoever due to or
arising out of or in connection with this Agreement, including but not limited to the following:

12.3 Any disruption, defect or breakdown in or failure of the Application or the Payment Gateway
or other communication system or facilitates connected thereto; or

12.4 Any act, omission or variation of this Agreement, the Application or the Payment Gateway
which is required by any change in any law, regulation or official directive.

12.5 Neither Party shall be liable to the other if it is unable to perform any of its obligations under
this Agreement, due directly or indirectly, without limitation, to the defect, failure,
unavailability or damage of any machine or communication system, computer hacking,
unauthorized access to computer data and storage device, computer crashes, breach of
security and encryption, acts of God, act of any governmental authority, act of a public
enemy or due to war on terrorism, the outbreak of escalation of hostilities, riot, civil
commotion, insurrection, labor difficulty in relation to a third party (including without
limitation, any strike or other work stoppage or slow down), severe or adverse weather
conditions or other similar cause or anything outside that Parties control.

12.6 Neither Party shall be liable for any consequential, incidental or indirect damages under
any cause of action whether in tort, contract or otherwise, regardless of whether such Party
has been advised of the possibility of such damages and provided further that to the extent
of any liability that cannot be excluded under law, the liability of such Party hereunder shall
in all events be limited up to a maximum of Rupees [-] only for any one or series of events,
and any person, shall not be entitled to recover monies in excess of such limit. In no cases
shall either Party be entitled to punitive or exemplary damages.

12.7 APPS disclaims all warranties, express or implied, written or oral, including but not limited to
warranties of merchantability and fitness for a particular purpose in regard to the
Application and the Payment Gateway. The Super Merchant acknowledges that the
Application and the Payment Gateway may not be uninterrupted or error free.

13.1 APPS shall have the absolute discretion to use independent agents, contractors and/or
correspondents to carry out or procure any of the matters under or contemplated in this

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Agreement and APPS shall be responsible for any act, omission, neglect or willful default on
the part of such independent agents, contractors and/or correspondents.

14.1 The Super Merchant shall inform APPS promptly upon any material change in the
organizational or corporate or business structure of the Super Merchant or in any of its
particulars furnished in or pursuant to this Agreement.

15.1 Both Parties shall ensure business continuity planning, and disaster recovery processes at
their side in such manner that shall meet disaster recovery requirements.

16.1 Both Parties will be responsible to take all necessary license and approvals to perform the
function define in this agreement.

17.1 All disputes, differences or questions with respect to any matter arising out of or relating to
this Agreement shall be resolved by both the Parties through mutual negotiations in good
faith. Either Party may inform the other Party about any such dispute through a notice in
writing specifying the issue in dispute or the matter of difference. The Parties shall endeavor
to settle the issue through amicable negotiations within thirty (30) days of receipt of such
a notice. In case the issue raised through the notice cannot be settled within the period of
thirty (30) days from the date of receipt of notice, the issue or matter shall be referred to
arbitration as provided hereunder.

17.2 Where the Parties are unable to resolve the Dispute within thirty (30) days of the receipt of
notice, the same shall be referred to arbitration to be conducted under the Arbitration Act,
1940 or any amendment thereto. The venue for arbitration shall be Karachi, Pakistan and
the language for arbitration proceedings shall be English. Each Party shall bear its own
arbitration costs. The decision of the arbitrators shall be final and shall be acceptable for
both Parties.

17.3 This Agreement shall be governed by the laws of Pakistan.

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