PPCBANK KHQR (OFFLINE/ONLINE) SERVICE AGREEMENT

This PPCBank KHQR Service Agreement is made by and between Phnom Penh Commercial Bank (PPCBank) located at No.217, Norodom Blvd, Sangkat Tonle Bassac, Khan Chamkarmorn, Phnom Penh, Cambodia, called “Party “A” and
Merchant Name: ............................................................................................................................................
Address: .........................................................................................................................................................
Registered Phone Numbers:............................................................ (in purpose of receiving SMS alerts for payment receiving confirmation)
Registered Phone Numbers: ............................................................ (in purpose of receiving SMS alerts for payment receiving confirmation) Called “Party “B”.

Party “A” and Party “B” agreed to join the PPCBank KHQR Service Partnership Agreement as the following:

1. DEFINITION

In these Terms and Conditions, the followings clause shall have attached meaning; PPCBank KHQR Service’ refers to a service that allows payment transaction between Party “B” and its customers. The payment transaction occurred under the scope of PPCBank KHQR Service are any payment that are made electronically via Party “B” customers.

2. RESPONSIBILITY

a. Party “A” agrees to offer PPCBank KHQR ( __Offline __Online ) Service to Party “B”.
b. Party “A” will additionally provide Party “B” free access to SMS Account Alerts Service to number registered above which will enable SMS to notify to the number(s) registered once payment has been made to account number above.
c. Party “A” agrees to supply PPCBank KHQR QR stand to Party “B” with no cost.
d. Party “B” agree to allow all Party “B’’ customers to make payment which are the amounts to be paid upon payment to Party “B’’ PPCBank settlement account below: PPCBank Account Name: ……………………………………………………………………..
PPCBank Account Number: …………………………………………………………………...
Bakong Wallet ID (Account): ...……………………………………………………..................
e. In event that, Party “B” wants to change information in article “2d”, Party “B” may request to Party “A” to amend in the “Addendum PPCBank KHQR Service” form. The request will not affect the scope of the agreement or require the new agreement to be made.
f. Party “B” agrees to allow party “A” to expose party “A” logo and address on party “A” channels.

3. SYSTEM INTERFACE (ONLINE SERVICE)

a. Party “A” shall offer Party “B” system interface guideline and Application Programming Interface (API) in order to provide KHQR online service. Party “A” is the lawful owner of the intellectual property of KHQR online service system including API, and Party “B” does not have the rights to provide it to any third party.
b. In case any or all of KHQR online service is under malfunction which is not caused by the misconduct or negligence of Party “B”, Party “A” shall take action to make the system work as soon as possible.

4. PARTY “A” OBLIGATION

a. Provide training to Party “B” about the operation of KHQR service.
b. Charge service fee to Party “B” according to the service fee structure of this agreement
c. Keep all confidential for all information in connection with Party “B”, its customers and transactions data.
d. Ensure that it has all licenses necessary to provide the KHQR service.
e. Support Party “B” using the best effort in relation with claims, losses, or disputes brought by customers as a consequence of, or in connection with KHQR service.

5. PARTY “B” OBLIGATION

a. Be ready to make available the online payment processing system for the connection and integration with KHQR online service as required by Party “A” ____ months (KHQR Online Service Only) after this agreement signing. If Party “B” could not fulfill this obligation, Party “B” must inform Party “A” one (1) month in advance.
b. Provide the required data for performing of KHQR service including, but not limited to, each customer’s identity information and transaction data.
c. Provide KHQR service to customers in accordance with the guidance and policies of Party “A”.
d. Party “B” shall be responsible in ensuring that the payment amount is correct to the receipt; and PPCBank will bear no responsibilities in case insufficient or overpaid amount(s) has/have been successfully executed. e. Compensate the service fee to Party “A” in accordance with article 6a “Merchant Fee Charge”.
f. Cooperate with Party “A” to expose the logo or service brand of Party “A” in connection with KHQR service.
g. Keep all information in connection with Party “A”, customers who use KHQR service. Party “B” must seek approval in written form from Party “A” in order to share any information to a third party.
h. Be responsible for consequences arising from negligent acts committed by Party “B” in relation to the provision of the services to customers.
i. Cooperate with Party “A”, relevant bank and/or regulatory authorities for the purposes of review on compliance of transactions and/or services provided with the guidance and policies of Party “A”, the laws and regulations of Cambodia and/or other countries as the case may be.

6. FEE CHARGE AND SETTLEMENT

a. Fee Charge

• OFFLINE MERCHANT
  Fee Type		Fee Charge
  Merchant Discount Rate		PPCBank	Other
  		%	%

• ONLINE MERCHANT
  Fee Type		Fee Charge
  Processing Fee		USD
  Set Up Fee		USD
  Merchant Discount Rate		PPCBank	Others
  		%	%

Note: Processing and merchant discount rate may be changed from time to time at Party “A” discretion.

b. Settlement
Party “A” agrees hereby that Party “B" will deducted Merchant Discount Rate from gross sale amount deposited by merchant. Only net amount will be credited to merchant settlement account.

7. CHANGE IN BUSINESS

Party “B” agrees to provide Party “A” thirty (30) days prior written notice of its intent to:
a. Transfer or sell any substantial part (10% or more) of its total stock, assets and/or to liquidate; or
b. Change the basic nature of its business,

8. TRANSFERABILITY

This agreement is not transferable by Party “B” without Party “A” written consent. Any attempt by Party “B” to assign its rights or to delegate its obligations in violation of this paragraph shall be void. Party “B” agrees that the rights and obligations of Party “A” hereunder may be transferred by Party “A” without notice to Party “B”.

9. FREEZE OF FUNDS

Party “A” reserves the rights to freeze funds if fraudulent or suspect activity is identified. Funds are to be used to offset future chargeback liability or fraud loss.

10. EXCHANGE OF INFORMATION

Party “B” authorizes Party “A” to order or check a credit report on Party “B” or any owner, officer, shareholder, partner, proprietor, managing agent or guarantor of Party “B”. Party “B” hereby authorizes Party “A” or any depository institution to release any financial information concerning Party “B” or its account to Party “A”. Subsequent credit reports may be ordered in connection with updating, renewing or continuing this agreement. Party “A” may exchange information about Party “B”, Party “B” owners, principals, partners, proprietors, officers, shareholders, managing agents and guarantors with Party “A”, other financial institutions, network organizations and any other party. Party “B” hereby authorizes Party “A” to disclose information concerning Party “B” activity to any card association, network organizations, or any of their member financial institutions, or any other party without any liability whatsoever to Party “B”.

11. TERMINATION OF THE MERCHANT AGREEMENT

Party “A” shall reserve its rights to exercise immediate termination of the agreement, if the merchant’s violates the terms of the agreement in any way or is found, through an audit or investigation, to be participating in fraudulent in activity. Party “A” may want to specify certain conditions under which an agreement can be terminated, such as:
a. Material changes in business practices
b. Termination of partnership
c. Unauthorized changes of banking details
d. Becomes bankrupt or insolvent, or is unable to pay its debts as such debts become due

If Party “B” wishes to cancel this agreement, Party “B” must inform “Party “A” at least thirty (30) days in advance.
Upon termination of this agreement, for whatsoever reason, Party “B” shall cease to use or refer in any manner to the service marks, trademarks and/or trade name of the bank. Party “B” shall return all publications, promotional materials, or other items bearing marks.
Party “B” shall retain the bank account for at least six (6) months from the date of termination of the agreement in order that Party “A” can settle any pending transactions.

12. WAIVER

No provision of this agreement shall be deemed waived by any party unless waiver is in writing and signed by the consent of the Parties.

13. EFFECTIVE DATE

This agreement shall become effective only upon execution by the Parties on the date of signing.

14. GOVERNING LAW

This agreement will be governed by and construed solely in accordance with the laws of the Kingdom of Cambodia.

15. SUCCESSOR

This agreement shall be binding on and insure to the benefit of the successors in the title and permitted assigns of each of the Parties to this agreement.

16. FINAL PROVISION

The agreement constitutes the entire agreement between Party “B”, and Party “A” and supersedes all prior memoranda or agreement relating thereto, whether oral or in writing.
Note: This agreement is written in English and is made in two original copies to be signed and held by the Parties.

IN WITNESS WHEREOF, the Parties here to have caused this agreement to be executed on the date of above mentioned.

• Party “A”

  Phnom Penh Commercial Bank (PPCBank)

  Name:

  Position:

  Tel:

• Party “B”

  Partnership’s Name

  Name:

  Position:

  Tel: