Convert_c8 - Merchant Account_1722315178202
Convert_c8 - Merchant Account_1722315178202
BETWEEN
HABIB BANK LIMITED, a banking company incorporated under the laws of the Islamic Republic of Pakistan; with its Head office at Habib
Bank Plaza, I.I Chundrigar Road, Karachi-74000, Pakistan (hereinafter to be referred as the “Bank”) of the First Part
AND
Now, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as under;
1. DEFINITIONS:
a) “Valid Card” shall mean an unexpired VISA /MasterCard /proprietary /Debit or Credit card issued by HBL or any other bank
designated to issue such card with an assigned Number Digit, which bears the signature of the person whose name is
embossed/laser engraved on the card. However, the following would not be covered under the ambit of this definition and
would be deemed as invalid card:
i) a card which is listed as invalid card in any Bank Notice or circular or other written communication
ii) a card, including but not limited to any Bank VISA/MasterCard card/debit cards, listed in current warning bulletin as an invalid
card”
b) “Card Member” or “Member” shall mean a person holding a “Valid Card” and whose name appear on the card and includes any
duly authorized supplementary card holder (and includes their respective successors in-interest)
c) “Counterfeit Card” shall mean an instrument or device embossed, printed, or otherwise bearing “Visa / MasterCard Card”, so as
to purport to be “Valid Card”, issued by a member or affiliate; but that is not a “Valid Card”, because the embossing or printing
thereon was not authorized or because the “Valid Card” has been altered or prefabricated, even though it, was validly issued
initially and includes any card that is fake or a genuine card that has been tampered with or a genuine card with a different
magnetic strip or with a magnetic strip that has been tampered with.
d) “Business Day” shall mean that day on which The Bank is open for business in Pakistan.
e) “Valid Charge” is a charge made through use of a “Valid Card” and within the maximum amount or Floor Limit authorized under
Clause 7 of this agreement or, in the event no such Floor Limit has been approved, only such charges that have been specifically
authorized by The Bank through electronic means, that in every instance is charged by a “Merchant” on a Sales Slip acceptable
to The Bank bearing an imprint of the “Valid Card” and bearing the same signatures as that on the reverse of the “Valid Card”.
f) “Sale Slip” means the form or slip for electronic approval provided by The Bank to the “Merchant” that holds, when utilized, the
imprint of a “Valid Card” and the signatures of the “Card Member” corresponding to the signature appearing on the reverse of
such “Valid Card”.
g) “Credit Voucher” shall mean the invoice form used for the purpose of consummating a sale by means of a “Valid Card”, which is
credited to the account of the Card Holder in pursuance of the terms hereof. The “Credit Voucher” shall be in the form as may
be supplied from time to time by The Bank to the “Merchant”.
h) “Warning Bulletin” shall mean the list, supplied from time to time by The Bank containing the particulars of “Restricted Cards”
and any lost, stolen and / or cancelled cards.
i) “Restricted Card” shall mean the Cards in respect of which usage has been restricted.
j) “Merchant” shall mean the Merchant designated above and the Merchant’s establishment at the above address, and the
Merchant’s entire existing and future establishment in Pakistan;
2 PURPOSES OF AGREEMENT
The Merchant shall permit Cardholders to charge to their account, through the use of their Valid Card, purchases only of goods
and/or services supplied by the Merchant, without prior payment in cash or by cheque, provided that the Valid Card is not a
Valid Card appearing on a Warning Bulletin.
3. CHARGE PRIVILEGE
The “Merchant” agrees to always permit a “Card Member” to charge the purchase of goods and services normally sold by the
“Merchant” until the validation of “Merchant Establishment Agreement”. The “Merchant” acknowledges that any Valid Charge
by the “Card Member” creates a direct obligation on The Bank to pay it (subject to the provision of clause 6 hereunder) and the
“Merchant” agrees not to bill the “Card Member” for the amount of such Valid Charge. The “Merchant” agrees that the prices
charged to “Card Member” will not exceed prices charged to any of its other customers.
4. ACCEPTANCE OF CHARGES
The Bank agrees to accept without recourse all Valid Charges, subject to Clause 6 hereinafter and the “Merchant” agrees to
accept payment for each such Valid Charge in the amount given on the Sale Slip less discount of percent (this can
change during the course of this “Merchant Establishment Agreement”. If there is a change in the %age then the Merchant will
be informed accordingly with the affected change), which shall be binding on “Merchant”.
5. SUBMISSION OF CHARGES
The “Merchant” agrees to submit all charges incurred by the “Card Member” on a regular basis but in all events no later than
two (02) days from the execution of the relevant Sales Slip. In the event the “Merchant” fails to submit the Slips within the
aforesaid period, any such charges, subsequently submitted by the “Merchant”, are subject to recourse to the “Card Member”.
The “Merchant” agrees to retain the bills/invoices pertaining to the Sale Slip for a period of 12 months from submission date
and to make them available to The Bank on request.
(a) In submitting the Sales Slip for acceptance and payment, the Merchant shall on each occasion represent and warrant that:
i. the goods or services have actually been supplied at the value shown;
ii. all the terms and conditions of this agreement have been performed and observed in respect of the transaction to
which the Sales Slip pertains;
iii. the Merchant is without knowledge of any fact that would impair the validity of the Sales Slip;
iv. each Sales Slip bears a valid card account number, has imprinted therein the impression of the Valid Card by means of
an imprinter which has been supplied by The Bank, and has not been issued in respect of an expired card or card
appearing on the Warning Bulletin;
(b) Each Sales Slip should also include the date of issuance, the full particulars of the items being purchased or services being
rendered, a signature of the Cardholder matching that appearing on the back of the Valid Card, with each item being written
legibly.
(c) Each Sales Slip will have the proper authorization code matching with the transaction for which it was issued and be submitted
no more than two (2) days after its issuance.
The Merchant agrees that in the event of the original Sales Slip being lost, The Bank’s ability to charge the Valid Card issuer and its
cardholder for the Sales Slip may depend upon the Merchant’s ability to produce copies, thereof, and therefore, The Bank may require
production of such copies as a condition to crediting the Merchant’s current account or issuing a cheque for such Sales Slip. In the event
that The Bank or any other Valid Card issuer is unable to charge its customers for the amount of the Sales Slip due to the non-availability
of the Merchant’s copy then in such case if the Merchant’s account has been credited or a cheque has been issued to the Merchant, The
Bank may recover such aforesaid payments by charging the Merchant’s account or by presenting a bill to the Merchant for the relevant
amount as the case may be. The said bill shall be payable on receipt by the Merchant;
(a) The Merchant shall not present records of transaction that it knows or should have known to be fraudulent or not authorized
by the Cardholder. Within the scope of this rule, the Merchant shall be responsible for the actions of his / her employees while
acting during the course of employment.
(b) A Merchant may not request Cardholders to record a Valid Card account number or other Valid Card Account information on an
exterior (front or back) portion of any order form or similar device designed to be mailed by the Cardholder. Violation in this
rule may result in a penalty to the Merchant.
The Merchant should also obtain an authorization from the bank should any of the following occur:
i. The Merchant believes that the Valid Card may be counterfeit or stolen, or that the transaction is in some manner
suspicious;
ii. In any other instance in which an authorization is required hereunder;
It is clarified for the avoidance of doubt that the Merchant should not accept a transaction if the Sales Slip cannot be imprinted with the
Valid Card of a Cardholder for any reason.
6. PAYMENT OF CHARGES
(a) Subject to the Provisions of the sub clause (b) hereinafter, and without prejudice to the right conferred by clause 8 hereinafter,
The Bank agrees to pay for all Valid Charges received at their offices within three (03) days of receipt, and except under the
circumstances beyond the reasonable control (or as mentioned in clause 6(b)) of The Bank, payment of any charges by The
Bank should be without prejudice to any subsequent claim by The Bank that such charge was not a Valid Charge. The Bank will
be entitled at any time and without any notice to set off and adjust outstanding of the “Merchant”,” against all payment due
from The Bank to the “Merchant”;
`
(b) Where The Bank has reason to believe that any charges have been fraudulently incurred or charged either on an invalid card or
a Counterfeit Card or in violation of the provisions hereof or where The Bank has reason to investigate or cause to be
investigate any charges (hereinafter referred to as “suspect charge”) The Bank shall be entitled to withhold the payment for a
period not exceeding 06 months from the due date of payment under sub-clause (a) above.
PROIVIDED THAT if before expiry of (06) months, The Bank determines after due inquiry and investigation that the charge is
Valid Charge and not a suspect charge, The Bank will release such withheld payment.
PROVIDED FURTHER that if within the said period of (06) six months, The Bank determines after inquiry and investigation that
any suspect charge is not a Valid Charge, The Bank shall be under no obligation or liability to affect such payment.
7. FLOOR LIMIT
For each transaction, “Merchant” will need to seek authorization from The Bank for the same, though the Bank in its absolute
discretion, may specify a Floor Limit under which the “Merchant” need not seek prior authorization from the Bank before
conducting the transaction. Splitting of one transaction or charge into two or more Sales Slip will not be acceptable to the Bank
(and a determination by The Bank of the existence of such splitting of charges shall conclusively bind the “Merchant”). The
Merchant executing this agreement has been assigned the Floor Limit of Rs. (Rupees
only) until otherwise notified or withdrawn by The Bank, meaning that the “Merchant” shall not be authorized to entertain any
charge and or other purchases of goods and services (in aggregate or individual transaction) through use of any Valid Card by a
“Card Member” equal to or in excess of the Floor Limit except with the prior specific authorization of The Bank.
The “Merchant” agrees that any charge accepted by The Bank which proves to be uncollectible and which was incurred in any
of the following circumstances shall be the financial responsibility of the “Merchant” and the “Merchant” agrees to pay such
unpaid charge or the charging back of such uncollectible charges, as the case may be, by The Bank without any demur or
protest:
(b) Any charge incurred by a “Card Member” whose card or number was listed in the Bank’s current Warning Bulletin prior to
incurring of the charge by the “Card Member”.
(c) Any charge, which was incurred by a “Card Member” outside the date, indicated as Valid on the Member’s Card.
(d) Any charge incurred outside the territory authorized for use of the card.
(e) Any charge incurred involving the forgery of the “Card Member” signature on the Sale Slip.
(f) Any charge incurred which is based upon a Sale Slip that is incomplete or illegible as to the “Card Member” name, signature,
the number of the card, or the validity date of the card.
(g) Any charge received by The Bank more than 30 days after the charge was incurred by a “Card Member”.
(h) Any charge, which was billed directly by the “Merchant” to the “Card Member”.
(i) Charges equal or in excess of the Floor Limit, if specified by The Bank, incurred without seeking prior authorization of The Bank
as provided therein.
(j) Any charge for merchandise or services or charges made in circumstances in which the “Card Member” has received any type of
payment in cash or equivalent in lieu thereof.
(l) Any charges, which the “Card Member” refuses to pay because of the merchandise of service, purchased from the “Merchant”
were not as promised or where the merchandise was defective.
(m) Any charge with respect to which a “Card Member’s” complaint or request for an adjustment has not been resolved by the
“Merchant”.
(n) Any charges not supported by a sale Slip, shall not be reimbursed by The Bank and The Bank shall deduct such charges from the
subsequent payment.
(o) Any charge which was incurred by a visibly altered or tempered card.
(p) Any charge where the embossed account number (card number) on the card does not correspond with the number printed,
encoded or otherwise shown on the subject card.
(q) Any charge which does not meet all the criteria for validity set out in the merchant operating guides or merchant training
manuals.
(s) Any additional fee or charges levied on top transaction amount without prior disclosure of these terms & conditions to
cardholder in writing & cardholder agreement for the same in writing.
9. IMPRINTERS/POINT OF SALE TERMINALS
Imprinters/Point of Sale Terminals for use by the “Merchant” will be provided in its absolute discretion by The Bank on the
request of “Merchant”. A refundable deposit per Imprinter/Point of Sale Terminal provided will be collected in such cases, unless The
Bank otherwise directs. The Imprinter/Point of Sales Terminal provided to the Merchant must be returned in good condition (Except
reasonable wear and tear) on termination of this “Merchant Establishment Agreement” or forthwith on demand by The Bank at any time.
For the avoidance of doubt, the Merchant agrees the Point-of-Sale Terminals are and shall always remain the property of The Bank and
not those of the Merchant.
I. The written instructions conveyed to the Merchant from time to time by The Bank pertaining to the operation and procedures
of the EDC facility shall form an integral part hereof as if the same were expressly set out herein. The Merchant shall use the
POS terminal provided by The Bank to the Merchant for processing charges and credits in accordance with the written
instructions and procedures for the EDC facility advised to the Merchant by The Bank. The Bank reserves the right to amend
and modify the instructions from time to time.
II. The Bank shall accept charge data arising out of Valid Card transaction made at the Merchant’s establishment(s) (“Transaction
Data”) by use of the EDC facility, in lieu of paper Sales Slips and Credit Vouchers. The Merchant shall collect all Transaction Data
and submit it to The Bank for payment and/or settlement by using the electronic payment processing terminals (POS Terminals)
supplied by The Bank in accordance with The Bank’s instructions pertaining to the EDC facility.
III. The Merchant shall retain the originals or copies of the signed Sales Slips (and credit vouchers) for twelve (12) months from the
date the charge is made. Upon the request of The Bank, the Merchant shall provide the original or copy of any signed Sales Slips
(Credit Vouchers) within seven (7) days from the date of The Bank’s request. If the Merchant fails to produce the original or
copy of Sales Slips within 7 days, and as a result of this failure, if The Bank is unable to collect the amount of charge from the
cardholder or The Bank received charge back from the issuing bank, The Bank shall be entitled to demand chargeback
reimbursement for the amount of Sales Slips related thereto.
IV. Whenever the POS terminals and EDC facility are functioning, the Merchant shall obtain authorizations electronically through
their POS terminals for all charges made at the establishment(s) of the Merchant, no matter what the amount. In the event POS
terminals and/or the EDC facility are not operating for any reason, the terms of the Merchant Establishment Agreement with
respect to authorizations shall apply, and the Merchant shall obtain authorizations by telephone or by utilizing the floor limits
set forth in the Merchant Establishment Agreement.
V. If a POS terminal is inoperative the Merchant shall process Valid Card transactions using paper Sales Slip and Credit Vouchers, in
accordance with the Merchant Establishment Agreement.
VI. The Bank shall have no responsibility or liability for any Transaction Data evidencing charges made at the Merchant
establishment(s) unless and until The Bank confirms that it had received such Transaction Data in good order. The Bank may
modify, amend withdraw temporarily or terminate the EDC Facility without assigning any reason. In case The Bank withdraws
temporarily, or terminates the EDC Facility, the parties shall revert to processing Valid Card transactions in accordance with the
Merchant Establishment Agreement. The Bank shall not be liable to the Merchant for any direct or indirect loss, damages, claim
or compensation due to any modification, amendment or interruption, malfunction or breakdown of the EDC facility.
VII. In case of duplicate payments settled through EDC and/or manual submission, the merchant is liable to refund the amount to
the bank.
VIII. The EDC facility contains a settlement feature more fully described in the printed instructions on the EDC facility provided to
the Merchant by The Bank which the Merchant may utilize for a settlement process for all transactions approved and confirmed
in a current batch. A “batch” shall mean the Valid Card transactions that take place by using the Sale option on The Bank’s POS
terminal (please review the EDC Merchant Guide for details). The Merchant may operate the settlement process, subject to the
following:
The settlement process may be operation a number of times per day up to p.m.
The Merchant shall not run the settlement process after p.m. on any given day since this will result in
clash with The Bank’s end of day processing. If the Merchant runs the settlement process after p.m., the
same may be rejected or will be accepted as part of the next day’s payment to the Merchant. The Bank shall not be liable
for any loss or pecuniary or other damages caused to the Merchant as a result of the above said.
11. TRAINING/MONITORING
In order to keep a profitable relationship with the “Merchant” The Bank will provide training to the “Merchant” from time to
time on “Card” Acceptance Procedure, electronic equipment, and prevention of fraudulent activity. This will be an ongoing
procedure. The Bank shall also monitor “Merchant” performance on a regular basis.
Unless a specific written agreement in this connection is entered into with the “Merchant” by The Bank, no cheques are to be
encashed or Cash Advances and refunds are to be made by the “Merchant” and The Bank will not be responsible or held liable
for such cheques, cash advances, or refunds. The Merchant warrants and agrees to establish a fair policy, which shall not
discriminate between cash and Valid Card customers by means of any extra or special charges or extract any special charges or
extract any special agreement, condition or security in connection with any Sales Slip arising from the use of Valid Card;
13. NOTICES
The Bank shall send in writing all notices under this agreement at the address of the Merchant stated on page one hereof and
they shall be deemed to have been duly given if sent by regular prepaid registered mail or a courier service selected by The
Bank, to the Merchant at the address indicated above. Likewise, the Merchant shall send the said items to The Bank’s address
mentioned above.
14. PUBLICITY
The “Merchant” agrees to display at its premises any stickers or other material provided by The Bank for the purpose of
displaying and also maintain and distribute promotional material supplied from time to time. The “Merchant Establishment”
will undertake best efforts to promote the use of Valid Cards but in all events such promotional efforts shall not be less than the
efforts undertaken to promote the use of any other credit cards. In no circumstances shall the “Merchant” make any
representation or take any action to discourage use of Valid Cards by their existing or prospective customers.
a. The Merchant shall obtain the prior approval, in writing of The Bank, before it uses any of the services marks of Visa /
MasterCard described in clause (1) above, for any publication of promotional or advertising material;
b. The Merchant shall prominently display all promotional material provided by The Bank, to inform the general public that Valid
Cards are accepted by the Merchant.
c. The Merchant hereby authorizes The Bank for the term of this agreement, to publish the name, address, telephone number(s)
and logo of the Merchant in all correspondence, circulars or publications of The Bank and to provide such information for
circulation to the Cardholders;
d. The Merchant shall obtain from The Bank, approval in writing, prior to the use of The Bank’s service marks, trademarks and/or
trade names of The Bank, in any promotional or advertising material;
f. The Bank will be entitled at any time to disclose any and all information concerning the Merchant with the knowledge and
possession of The Bank to any person, company or institution in connection with the payment card facility provided by The
Bank, including interalia information relating to the cause for termination of this Agreement. This clause will survive the
termination of this Agreement.
16. TERMINATION
(a) This agreement shall be binding upon the parties hereto and their successors when signed by both the parties and will remain
in full force until terminated by either party by giving notice of three weeks. In the event of termination, the Merchant shall
return to The Bank all material pertaining to the Valid Card program, including, but not limited to Sales Slips, Credit Vouchers,
imprinters, POS terminal and advertising material and shall remove decals and signs from the premises of the Merchant
immediately. The Bank may assign its rights under this agreement and the Merchant may only do so after it has obtained the
consent in writing. If this agreement is terminated for the express and stated purpose of substituting this agreement with a new
agreement then the Merchant shall not be required to return to The Bank the material pertaining to the Valid Card program.
(b) Notwithstanding the above, The Bank shall in any event be entitled to terminate this agreement forthwith in the event that the
Merchant;
i. defaults in the performance of any of its obligations stated in this agreement;
ii. transfer all or any part of its business or establishment;
iii. becomes bankrupt or insolvent, is unable to pay its debts as such debts become due, has a receiver appointed over its
assets or goes into liquidation or reorganization (whether it be voluntary or involuntary), except for the purposes of
acquisition, merger, or reconstruction;
iv. if no Sales Slip are deposited for processing by the Merchant for more than 12 months;
(c) Termination of this agreement for any reason shall not release any party from any liability, which at such time has already
accrued to the other party. The Bank’s right to terminate this agreement as provided hereinabove shall be without prejudice to
any other of its rights hereunder or under the law.
17. INDEMNITY
a) In addition to any remedy provided under the law, in the event of the Merchant’s failure to perform or observe any of its
obligations or if The Bank apprehends and/or suffers any actions, expenses, costs, claims losses and/or damages as a result of
entering into this Agreement for reasons attributable to the “Merchant Establishment” in the sole unfettered opinion of The
Bank, then the “Merchant” shall fully indemnify The Bank. In alternative, The Bank shall have the right to set-off amounts due
to the Merchant, terminate this agreement as given above and/or seek compensation and/or legal redress against the
Merchant.
b) The Merchant fully indemnifies and holds The Bank harmless from and against any loss, damages, costs, expenses, fees or other
amounts whatsoever claimed against The Bank arising out of any claim from a Cardholder or other person of authority on
account of acts or omissions by the “Merchant” in connection with the sale of goods and services (by the “Merchant
Establishment”) and the performance of this “Merchant Establishment Agreement”. The indemnity provided here in shall
survive the termination/cancellation hereof in-so-far as it pertains to events, which transpired during the subsistence hereof.
c) In the event that the Merchant is requested to withhold a Valid Card from a customer, it is understood that such a request does
not authorize a breach of peace or any injury to persons or property.
d) The Bank is not liable for any expenses, costs, claims, punitive or consequential damages including loss of profit or loss of
opportunity that the “Merchant” incurs or suffers because of failure of The Bank to perform its obligations under this
Agreement, and/or anything related, connected, pursuant and/or ancillary to The Bank entering into this Agreement.
a) The Bank will be immediately advised in writing by the “Merchant” of any sale, assignment, lease or transfer in any way of the
“Merchant” or any change in the management of ownership thereof. The rights obtained under this “Merchant Establishment
Agreement” are not assignable or transferable without prior written approval of The Bank. Similarly, the Bank will also be
advised in writing by the “Merchant” regarding the Change in Address of the premises; Change in Type of Business and Change
in Payee Account Title at least 7 working days prior to such change.
b) Assignment
The Bank may assign its interest benefits / obligations/rights under this Agreement whenever at its discretion and no prior
consent in this regard is required.
The Merchant shall comply with all the relevant rules and regulations of Visa international and MasterCard International, and
implement the training in this regard provided by The Bank.
The Bank shall be absolutely entitled at its sole discretion from time to time to add, delete or modify any of the terms and
conditions contained herein, or to assign all or any of its rights and obligations under this “Merchant Establishment Agreement”
to any third party, by written intimation thereof to the “Merchant”.
21 ARBITRATIONS
The parties hereto expressly agree that all disputes shall be amicably settled among the parties failing which such disputes shall
be settled through an arbitrator to be appointed with mutual consent of the parties; in accordance with Arbitration Act 1940
and the rules made there under.
22. GOVERNING LAW AND JURISDICTION
This “Merchant Establishment Agreement” shall be governed by the laws of the Islamic Republic of Pakistan and the
“Merchant” submits to the exclusive jurisdiction of the courts in Pakistan.
23. DURATION
This “Merchant Establishment Agreement” supersedes all previous agreements between The Bank and “Merchant” and shall
remain in effect until terminated by either party on a thirty (30) day written notice. In the even the “Merchant” fails to observe
the terms of this Agreement or commits a breach hereof, The Bank will be entitled, without notice and without being required
to prove actual breach, to terminate this Agreement immediately. In the event of the “Merchant” not transacting any Card
business for a continuous period of twelve (12) months, The Bank reserves the right to cancel the “Merchant’s” affiliation.
24. AUTHORITY
By signing this Agreement, the “Merchant” represents that the signatory hereof has full authority to execute this Agreement on
behalf of the “Merchant” and to bind the “Merchant” to the terms, conditions and obligations contained in this “Merchant
Establishment Agreement”.
25. CONFIDENTIALITY
(a) The Merchant agrees that the Merchant Establishment Agreement and all information coming to the knowledge of the
Merchant regarding the, Card Members or any other information concerning either The Bank’s credit card transactions or other
procedure (“Information”) shall remain strictly confidential and shall not be divulged to any third party except as may be
required by Law. The obligations of the merchants under this clause shall survive even subsequent to termination of this
agreement.
(b) Notwithstanding the above clause the Merchant and The Bank shall treat all Information of the Card Members as personal and
private information even after termination of this Agreement. The Bank shall only reveal the Information if:
(c) The Bank may at any time and for any purpose, disclose Information relating to the Card Member’s credit card account, the use
of the credit card, the particulars and financial affairs of the Card Members to the head office, or any other branches,
subsidiaries or associated entities of The Bank wherever located, any government or regulatory agencies or authorities, any
International Visa/ Master Card Network or to any person or concern or authority or Member Establishment or to any of them
as The Bank may, in its sole discretion, deem appropriate
NAME NAME
DESIGNATION DESIGNATION: ZONAL MANAGER
Witness: Witness:
1. 1.
Name Name
2. 2.
Name Name