Last modified on April 14, 2020
Whereas the first party is a provider of multiple payment is a solutions integrated under one contract for portals, platforms, systems for services, e-payment, e-commerce and e-services, and provides multiple services through these gates or platforms, including payment of financial dues. The first party is an owner, partner, agent and broker for websites, multiple solutions, multiple payment portals, applications and platforms for the marketing, display, sale and purchase of goods and services, referred to in this contract as «electronic applications».
Whereas the second party works in business field and wishes to benefit from the services and solutions provided by the first party or related to it via the use of modern technology means. Having both contracting parties confirmed their full ability to contract and dispose, it was agreed upon the following:
First Preamble: The above preamble shall be deemed as an integral part of this contract and shall be read and construed along with it.
Second: Contract Term:
Term of this Contract shall be years effective from the date of signing hereof or based on website registration. It shall be automatically renewed for a similar period unless either party serves a one-month notice prior to the end of the contract term to renew hereof.
Third: Scope of Contract:
Article 1 - Services and Goods Display & Promotion:
For the undertakings and conditions provided for in this Contract, the Second Party designated the First Party as a bidder, organizer, marketer, collector of funds and promoter of the goods and services of the Second Party, in accordance with the following provisions:
- The Second Party shall authorize the first party to offer, promote and advertise its own goods and services in electronic applications owned by the first party or its participants or in which they have the authority to use and display the goods in order to make them available for sale and purchase through these applications.
- The second party shall provide all the requirements, data and real information concerning the goods or services of the first party for presentation in the electronic applications. The second party alone shall be liable for the correctness of the data and information provided by him.
- The first party shall have the freedom to choose the electronic applications and platforms in which the goods and services of the second party will be displayed and their number and the freedom to choose the means, areas and time periods suitable for the display and advertisement, as the first party deems fit.
- The second party shall prepare and design all promotional and advertising materials for its goods, and then send them to the first party to be displayed in electronic applications. The first party may also undertake the necessary designs for advertisements and display them in electronic applications.
- In all cases, the Second Party shall not copy, publish or distribute any materials, designs, advertisements or other materials prepared by the First Party for electronic applications without obtaining its prior written consent.
- In the event of the sale of the goods or services or the completion of a transaction of the Second Party as a result of the offer and promotion made by the First Party, the second party alone shall bear all the obligations, liabilities and legal effects resulting from the transaction, including the obligation to deliver the goods or service, Etc., and the First Party is not a party to the Transaction and therefore has no liability in this regard.
- In the case of the sale of the goods or services of the Second Party, the First Party shall issue an invoice on behalf of the Second Party and register them in the system and notify the parties concerned with the details of the transaction and the Buyer / Client data so that the Second Party fulfills its obligations arising from the sale.
- The Second Party shall review all transactions and transactions carried out through the First Party and ensure that all the customer's request and transaction data are checked and all the supporting documents relating to the delivery of the service or the goods and the customer's evidence are kept.
- The second party shall, during the period of this contract, update the systems of the First Party with the number of remaining goods with their specifications of each type and the time required for their availability, if they do not exist, in order to avoid the occurrence of the sale of goods.
- The First Party shall not be liable for any business contract to which it is not a party. Therefore, the Second Party and Buyer shall bear full legal liability for this, and the effects of any contract or transaction made by the First Party to the Second Party and the Buyer shall be waived.
- In the event of any technical error in one of the buying and selling operations, the second party shall inform the first party immediately to amend the defect by means and methods available for that.
Article 1 - Services and Goods Display & Promotion:
Against the undertakings and conditions stipulated in this contract, the Second Party shall appoint the First Party as the recipient of the funds and debts due to the Second Party in respect of its debtors and its clients, in accordance with the following provisions:
- The Second Party shall empower the First Party to seek collection of the funds and debts due to the Second Party in respect of its debtors and its clients, and thus the First Party shall be entitled to use the Second Party's name in claiming the funds and debts due to the Second Party.
- The Second Party shall recognize the freedom of the first party to choose the means and the appropriate timing for claiming the debt and the means of payment, including the freedom to use the technology, electronic messages, etc. in the claim.
- The second party shall provide the first party with the names of the debtors to whom it is required to pay the debts, the reason and the amount of the claim, the e-mail addresses and their ordinary mail, and any other information requested by the first party for the purpose of claiming the debt owed and the debtors. The Second Party shall also notify the First Party of any error or correction in the information provided by it immediately upon discovery.
- The Second Party acknowledges its full responsibility for the validity of the legal debt, the validity of the amounts claimed, and the accuracy of the information, figures and data provided by the First Party for the purpose of claiming the debt.
- The first party is committed to placing all the money collected in the account of the customer.
Article 3 - The legality of goods and services:
- The Second Party acknowledges that all services, goods, advertisements and claims that the First Party is required to display, promote and collect in electronic applications are not prohibited, suspicious, stolen, counterfeited or in violation of the laws in force in the ministries, Or violate the rights of any individual or company, and in case of violation, the second party alone bears personal and legal responsibility for this violation without the slightest liability of the first party.
- The Second Party acknowledges that all trademarks of goods and services that the First Party is required to offer in electronic applications belong to the Second Party or authorized to use them, and the First Party shall not be liable to them.
- The First Party shall not be liable for any errors caused by incorrect data or information presented by the Second Party or its customer data.
Article 4: Service charges:
In return for the provision of the services provided for in this contract, the amounts due by the Second Party shall be calculated in favor of the First Party in accordance with the following:
- Service preparation fees are payable immediately after signing the contract.
- Monthly fees for basic and additional services upon signing the contract regardless of the financial return and the number of transactions payable at the beginning of each month of the calendar year.
- Annual fees for basic and additional services upon signing the contract regardless of the financial return and the number of transactions paid at the beginning of each Gregorian year.
- Additional Services Fees (Setup and Recurring)
- Fixed fees or a certain percentage or both on each transaction.
The second party is obliged to pay the specified fees such as "preparation, annual, and monthly" regardless of the financial return and the number of sales transactions made to the benefit of the second party, the second party undertakes to pay the amounts due, even if he did not use the services. These charges will only be incurred upon termination of the contract.
Article 5 - Terms of Payment and Transfer of Amounts:
- Each of the following Parties (the First Party or the Principal Supplier) shall pay the amounts directly owed by the Second Party to the Second Party in order to be able to pay the Second Party in the event of the conclusion of the transaction, purchase of the goods, service or collection, For the Second Party as a result of the offer, promotion or other made by the First Party or by the means provided by the First Party after deduction of the amounts made by the Second Party in favor of the First Party by one of the following means:
- Bank transfer or bank deposit
- Cash amount
- Additional services to any party
- The term of payment to the second party depends on several things, for example, but not limited to
- Specific credit amount (depends on customer's seniority and risk level)
- At the time of submitting the request for transfer by the second party
- Time of completion of transactions
- Type of activity
- Other factors
- The First Party shall have the right to suspend or delay any payment for a period specified by the First Party or returned to the Customer, the Bank or the Principal Payment Provider in the following cases:
- High risk level.
- Complaint or dissatisfaction of the Second Party Customer.
- Failure to deliver the service or goods to the second party customer
- Failure to meet specifications, quality or delivery time specified
- The extent of the Second Party's cooperation in delivering the required data and confirming that it has complied with all the requirements of the transactions
- If money is transferred to the account of the second party as a result of a technical or technical error outside the will of the first party or the transfer of amounts unjustly to the second party, the second party shall be obliged to return these amounts to the first party immediately after discovery of the error. The termination of the contract and resort to the judiciary to claim the amount in addition to the claim for damages caused by the failure of the second party to return the amount transferred by mistake
- The Second Party shall grant the First Party all powers to act in cases of fraud or fraud or in the case of refunds by the banks or supervising them and deduct the amount from the current or future amounts of the second party
- The first party may introduce any new fees at any time related to the services provided in case of taxation or increase of bank or government fees and other similar matters
- The currency adopted and applied in all transactions between the two parties and the customers of the first party shall be the Bahraini dinar. Any differences arising from the use of another currency shall not be taken into account and shall not be invoked against the first party
Article 6 - Fees and other charges:
- The Second Party shall bear all fees and charges for the delivery and transportation of goods and products and to provide services sold by the First Party or any other expenses arising from the sale and shall bear all amounts incurred, for example:
- Sale process fees
- Bank fees
- Transfer fees
- Checks issuance fees
- Administrative fees and other services
- Technical support and maintenance
- Additional current and activated features later
Article 7 - Electronic Fraud and Illicit means of payment:
- The Second Party shall indemnify the First Party for any amounts or damages that the First Party has been obliged to pay as a result of the Second Party's agents paying for the goods, services or debt using fraud, fraud, forgery or using a credit card or ATM that is not authorized to use it or any other means Illegal
- The Second Party acknowledges that the First Party shall not assume the minimum liability for payment by the buyer or the debtor of the price of the good or service or payment of the debt claimed by means of fraud, fraud, forgery, credit card or unauthorized ATM or other means Legitimate
- The First Party shall not be liable for any damage caused to the Second Party in the event that the electronic applications are exposed to an electronic piracy process or if there has been a breach of their security or services or stopped or acted in any manner contrary to the first party's desire in the information of the electronic applications
- The first party may request new information or update previous information or evidence from time to time to ensure its safety
- Some types of activities or services provided by the second party need to take additional precautions and request more evidence from the customer, and the second party shall review the first party and the competent authorities regarding additional protection procedures and how to deal with them
Article 8 - Technical malfunctions and modernization:
The First Party may, at any time during the validity of this Contract, terminate the services provided by it for a period specified by the First Party without prior notice in the following cases:
- Data updating or development of data on electronic applications
- Cases of sudden technical failures that require maintenance and repair of services
- Electronic applications or applications suddenly stop working for any reason outside the will of the first party.
- If he believes or has any reason to believe that there is an electronic fraud or illegal transaction
Article 9 - Inactive accounts
A second party account is inactive when one of the following conditions applies:
- Not to enter the account for more than 3 months
- If the number of operations is less than 15 per month
The first party shall take the following actions if one or both of the above conditions apply to the expense of the second party:
- The imposition of monthly fees deducted from the account of the second party by 10 dinars for amounts not exceeding 200 dinars, and by 5% on the higher amounts
- To suspend, freeze or cancel the privileges or special discounts granted to the Second Party as deemed appropriate by the First Party
Activation of the account or suspension of fees on the second party to address the first party with the means provided by the first party
Article 10 - General Provisions:
- All intellectual property rights and legal rights of the images, information and advertisements presented by the first party in the electronic applications belong to the first party
- The Second Party shall not prejudice the interests of the First Party, whether by word or deed or by publication or in any form of prejudice, and extends this obligation until after the termination of this contract
- The second party to review all settings and services and service experience periodically to ensure that all data in all stages of the service and the validity of the settings and efficiency
- In the event that the Second Party detects any defect or doubt about anything abnormal, it shall stop the service and report it directly and formally to the First Party's officials to find the appropriate solutions by means of such means
- Any service, data or process related to the services provided shall be handled differently by the First Party in its own way and under the legal framework it deems appropriate
- The First Party may review the processes and data from time to time to ensure that they are free from any irregularities or errors and to improve the services.
- The First Party shall not be liable for any liability for anything not mentioned in the Contract
- The second party shall resolve its differences and procedures with the customers and other parties without entering the first party in this matter. In the event that the first party enters into it, the first party is entitled to claim the second party for a fee of 50 dinars for each hour or part thereof, in follow-up
- The First Party may suspend the Services or change its working methods, policies or features at any time
- Any service considered to be free for a limited period if it is not mentioned as paid and may be suspended at any time and charges for its continuity
- The service provided by the first party shall be commensurate with the amount paid. In the case of the second party's consumption of the features and resources of the services and servers, the second party shall upgrade the service and pay the service charges that suit his needs
- The first party has the right to receive the free technical support plan and can request any additional plan at the specified price
- The Second Party may not make any other contracts with the main e-payment service provider or any entity with jurisdiction or jurisdiction without reference to the first party and obtaining the written approval thereof. In case of breach of this item, it is a breach of trust and trust of the second party. Occasion.
- The second party shall not harm the interests and reputation of the First Party. Otherwise, the First Party shall have the right to refer to the Second Party to call for compensation for damages caused to the First Party
Article 11 - Responsibility of the Service
The First Party does not accept any liability or claim for any loss or damage that may arise directly or indirectly due to the use of services, sites and systems related to the service provided and for any action taken or not made, relying on available material or information
Article 12 – Force Majeure:
- Neither party shall be liable for any defect, deficiency or delay in the performance of its obligations under this Contract nor for failure to perform such obligations to the extent that such defects, deficiencies, delays or non-performance are the result of circumstances beyond the control of The parties concerned shall, in such cases, immediately inform the other party of their inability to perform their obligations under this Contract and of the cause or reasons that led to the occurrence of such compelling circumstances on which they relied on non-performance. Their best efforts to overcome the effects of these circumstances are in good faith and they have written
- In the event that such force continues for more than 60 days, this contract shall be deemed null and void without prejudice to the rights of the parties established under this contract
Article 13 - Confidentiality:
- The Parties shall maintain the confidentiality of the information relating to this contract and the service of the electronic payment service portal, even after the expiry of this contract or its termination
- The submission by the First Party of any information or data of the Second Party to any governmental or official entity shall not be considered a breach of contract
- Some or all of the information may differ from its policies, requirements or availability, which are used in the following matters, including but not limited to (anti-phishing, SMS, portals and payment methods, servers, Internet, programs and systems, data centers, etc.)
- The Second Party authorizes the First Party to use the information of the Second Party and the information contained in its services for purposes of studies, research, development, marketing and advertising, or to use it in any other field that serves the activities of the First Party provided that the personal information of the Second Party is not published or disclosed
- The Second Party agrees that all communications, documents, items, commissions and fees relating to this Contract are confidential and may not be shared by any third party
Article 14 – Assignment:
Neither party may assign its obligations arising out of this contract or any part thereof to a third party without the prior written consent of the other party
Article 15 - Limits of Liability:
To avoid any misunderstanding or doubt, the First Party shall have no obligation other than the obligation to provide the Service for the supply and marketing of the goods of the Second Party and to link the payment and collection of debts and amounts due to the Second Party pursuant to the provisions of this Contract. Therefore, the First Party shall not liable for any claim, Expenses, loss, debt, or any other type of legal liability arising out of or relating to this Contract. In all cases, the Second Party shall bear any expenses or losses incurred by the First Party
Article 16 - Termination of Contract:
- Either party may terminate this contract by giving written notice to the other party for a period of 60 days expressing its desire to terminate the contract. Period, if the second party is the claimant of termination, the first party may accept the termination immediately. The second party shall meet all amounts due within 10 days of termination. The first party may charge an additional amount of 2% of the amount due for each day of delay after this period. The first party is entitled to calculate the actual cost of service over the remaining period of the contract and to recover any special cost or reduction related to the service provided to the second party
- The first party may terminate the contract in the event of the bankruptcy of the second party or place it under executive or custodial custody or its legal incapacity
- The First Party shall have the right to terminate this contract without the need for notice in the event of the failure of the Second Party to fulfill one of its obligations stipulated in this contract after receiving a first-party notice of 15 days, in which case the Second Party shall pay all expenses and amounts incurred by the First Party In respect of the conclusion of this contract and the implementation thereof, without prejudice to any other damages due to the first party as a result of any damages suffered by him for the dissolution of the contract
- The first party may temporarily or permanently suspend the services or terminate the contract if the second party does not continuously follow the requests and customers or access the system and electronic applications to update its data and products and to verify the correctness of the settings and the work of the applications
Article 17 - Notices:
Upon notice of termination of service or contract, the notice shall be in writing, signed by or on behalf of the person submitting it, and shall be delivered by hand or sent by registered mail to the other party
Article 18 - Contract Amendment:
- The First Party may amend this Contract at any time and publish the revised version on the Internet Service Website without naming
- In the event of any material changes to the Contract, the First Party shall provide a 30-day notice on the Site of the Service in which the amended Contract shall be submitted by the First Party. The Contract shall be binding after 30 days from the date of its publication on the Site and shall not be answered by the latter
Article 19 - Governing language:
The Arabic version is the approved version of this Contract and any translation of any other language shall be expedient and may not be used for opposition in the interpretation of the Arabic language
Article 20 - Applicable Law and Jurisdiction:
This contract shall be governed by the laws and regulations applicable in the Kingdom of Bahrain and any dispute between the parties or between them and the heirs of one of them or his representatives shall be subject to any of the terms of this contract or the result of which is the exclusive jurisdiction of an arbitrator appointed in accordance with the provisions of the Bahrain Arbitration Center
This contract has been edited in two original copies on the day and year mentioned in the opening of the texts of the contract