OneVision System Connection Agreement

Subject of the Agreement

OneVision Limited Liability Partnership (hereinafter referred to as the OneVision System Operator) renders services to the Enterprise to accept and process payments, as well as services to ensure information and technological interaction within providing services of accepting payments from Cardholders in favour of the Enterprise for goods/works/services sold by the Enterprise through the System according to the procedure and in compliance with the requirements determined by the terms and conditions of the Agreement of Connection to the OneVision System, available at www.onevision.kz. In turn, the Enterprise agrees to pay the compensation to the OneVision System Operator according to the terms, conditions, and amounts outlined in the Application Form for connection of the Enterprise's Online Service to the Internet Payment System of the OneVision System Operator. The OneVision System Operator, on behalf of the Enterprise, undertakes to provide information and technological support to the Settlement Participants, including collection, processing, and transfer of information within payments initiated by the Enterprise in favour of the Transfer Recipients through the System according to the procedure and in compliance with the requirements specified in the terms and conditions of the OneVision System Connection Agreement available at www.onevision.kz. In turn, the Enterprise agrees to pay the compensation to the OneVision System Operator according to the terms, conditions, and amounts outlined in the Application Form for connection of the Enterprise's Online Service to the Internet Payment System of the OneVision System Operator.

General Terms and Conditions

1. The scope of services shall be defined by following:
   • Particularities of the OneVision System Connection Agreement.
   • Terms and definitions
2. OneVision System Connection Agreement has the following features:
   • The terms and conditions of the Agreement are a public offer, defined by the OneVision System Operator in a standard form and are subject to acceptance by the Enterprise by acceding to this Agreement as a whole, without exceptions or limitations.
   • The Agreement contains General Terms and Conditions and Special Terms and Conditions.
   • The General Terms and Conditions are determined and applicable irrespective of the Governing Law.
   • The Special Terms and Conditions are determined to supplement the General Terms and Conditions, depending on the Governing Law.
   • In the event of a conflict between the General Terms and Conditions and the Special Terms and Conditions, the Special Terms and Conditions shall prevail.
   • The documents forming the constituent parts of the Agreement include the Application Form of the Enterprise for connection of the Online Service to the Internet Payment System of the OneVision System Operator (hereinafter referred to as the Application), as well as other documents specified in the Special Terms and Conditions and having priority according to the reverse order of their listing and enumeration.
   • The OneVision System Operator shall have the right to unilaterally amend the terms and conditions of the Agreement in order to: improve the quality and availability of services; ensure the efficiency and reliability of the OneVision System; and comply with the Governing Law, rules, and conditions of the Payment Methods and amendments thereto.
   • Unless otherwise specified in the Special Terms and Conditions, amendments to the terms and conditions of the Agreement come into effect from the moment of publishing the updated version of the Agreement on the Internet at www.onevision.kz or the terms and conditions in Personal Account of the Enterprise in section of available payment methods and commission fee.
3. The specified terms have the following meaning:
   • OneVision System Operator refers to a legal entity ensuring the operation, use, and connection to the OneVision System in accordance with the Governing Law.
   • OneVision System refers to the software and hardware complex as well as related tools and resources used by the OneVision System Operator to provide services.
   • Service refers to information and technological interaction between the beneficiary (the enterprise)—an individual entrepreneur or legal entity—and the payment service provider (the Bank) when the latter transfers money in favour of the beneficiary on payments accepted from Cardholders without the participation of third parties.
   • Payment Instruction refers to a request to process a payment or payout transaction to complete the Order.
   • Acceptance of payment refers to a transfer of funds from the Sender to the Enterprise.
   • Payout refers to a transfer of funds from the Enterprise to the Recipient.
   • Transaction refers to an operation to accept a payment or payout.
   • Order refers to GWS to be supplied by the Enterprise.
   • GWS refers to goods and/or work and/or service offered in the Enterprise's infrastructure.
   • Enterprise is a legal entity or an individual carrying out activities without establishing a legal entity (individual entrepreneur), in accordance with the Governing Law, ensuring the execution and fulfilment of the Order.
   • Sender is an individual or legal entity that has placed an Order using the payment acceptance service.
   • Recipients means an individual or legal entity that has placed an Order using the Payment Service.
   • Facilities and resources refer to organisational, informational, technological, material, intellectual, labour, financial, legal, and other facilities and resources, including but not limited to: Internet sites, premises and equipment, information systems, personnel, funds, registration, licences, contractual relations, rules and standards, etc.
   • Enterprise Infrastructure refers to means and resources, the use of which is provided by the Enterprise.
   • Settlement Participants are Sender, Recipients, Enterprise, Bank, OneVision System Operator, other settlement participants (if any).
   • Payment Method is a set of means and resources under a certain trademark that provides authorization and an appropriate way of processing transactions between Settlement Participants, including a legal entity (a bank or other organisation) that represents the Payment Method in relations with the OneVision System Operator under this Agreement.
   • Bank refers to a second-tier bank of the Republic of Kazakhstan, carrying out acceptance and payment of funds to the Enterprises, when processing transactions of purchase of goods/works/services by Cardholders on the website of the Enterprise using Payment Cards (their details) under the terms of the relevant Acquiring Agreement.
   • Agreement refers to the OneVision System Connection Agreement, available at www.onevision.kz, including the General Terms and Conditions, Special Terms and Conditions, and documents forming the constituent parts of the Agreement.
   • Personal Account is a specialised section of the Enterprise in the OneVision System that gives it access to data on service operations and the ability to use other OneVision System functionalities.
   • Governing Law refers to the legal framework of the nation chosen in accordance with the Special Terms and Conditions to guide the interactions between the Parties to the Agreement.
   • Party refers to the OneVision System Operator or the Enterprise, according to the context of the terms and conditions.
   • Parties refer to the OneVision System Operator and the Enterprise.
   • International Payment Method, IPM, refers to payment method that provides authorisation and acceptance of cards as a method of conducting transactions under the trademark of "Visa"/"Master Card". Other international and national Payment Methods, including but not limited to: "MIR", "Union Pay", "American Express", "Diners Club", "JCB" may also be indicated as an IPM under the Agreement.
   • Applicable Requirements include Governing Law, rules and standards of Payment Methods used, IPP of the OneVision System Operator, accepted contractual obligations, including the Agreement.
   • IPP refers to Internal Policies and Procedures.
   • Transaction Register refers to the automatically generated report of the OneVision System Operator with indication of amounts and other data of transactions for the reporting period.
   • Card, or payment card, is an instrument of access to bank account management, containing information enabling the holder of such a card to make payments, transfers, and receive cash at ATMs, as well as perform other operations determined by the bank issuing the payment card and on its terms.
   • Other terms refer to terms, the meaning of which is defined in the Special Terms and Conditions and other documents forming the constituent parts of the Agreement.
   • Online service is a resource of the Enterprise, which has a unique web address on the Internet and provides online service for accepting electronic payments by various methods, including credit cards and bank payments based on online banking.
4. The procedure for providing services shall be defined as follows:
   • Connecting the Enterprise to the OneVision System
   • Carrying out settlements
   • Disconnecting the Enterprise from the OneVision System
5. The procedure for connecting the Enterprise to the OneVision System consists of the following conditional steps:
   • Registration
   • Access to Personal Account
   • Filling in the Application Form
   • Collection of a package of documents
   • Verification
   • Adherence to the Agreement
   • Integration
   • Setting the parameters for processing operations
   • Testing.
   • Activation of the "combat mode"
6. Registration:
   • The Enterprise initiates connection to the OneVision System using the corresponding functionality on the OneVision System connection at www.onevision.kz.
   • The OneVision system automatically registers the Enterprise for connection and sends a confirmation to the e-mail address specified during registration.
7. Access to Personal Account
   • The confirmation of registration of the Enterprise for connection contains instructions, an identifier (login), and a password for authorization of access to Personal Account of the Enterprise in the OneVision System.
   • Following this instruction, the Enterprise authorises in Personal Account and proceeds to fill out the Application Form.
8. Completion of the Application Form:
   • The Enterprise shall fill in the Application Form in Personal Account by specifying the data in accordance with the Governing Law and the requirements of the Agreement.
   • For assistance in completing the Application Form, the Enterprise may contact the OneVision System support team at the contacts listed on the Application registration confirmation received or at www.onevision.kz.
   • To assist in completing the Application Form, the OneVision System Operator may independently contact the Enterprise at the contacts specified by the Enterprise at registration.
9. Collection of a package of documents
   • The Enterprise shall provide the OneVision System Operator with the package of documents required in connection with the completion of the Application Form in accordance with the terms and conditions specified in this Agreement:
   • For legal entities (minimum package):
     • signed Enterprise KYC Questionnaire to the payment gateway of OneVision;
     • certificate of registration/ re-registration of a legal entity (up-to-date as of the date of submission);
     • a document certifying the identity of the top executive officer;
     • document certifying the identity of the beneficial owner/s;
     • constituent documents and (or) extract from the register of securities holders;
     • decision and order appointing the person to the position of the top executive officer;
     • up to date Charter of the legal entity of the Enterprise;
     • - if the Company's representative (authorised person) acts on behalf of top executive officer, it is necessary to provide a power of attorney, as well as the authority to sign agreements and other pertinent documents on behalf of the representative of the Company, as well as an identity document for the representative of the Enterprise;
     • if there are two or more participants, the articles of incorporation must be requested;
     • if the activity is licensed, a copy of the licence;
     • a copy of the most recent permits needed if licences are needed to sell goods, works, or services
   • For individual entrepreneurs (minimum package):
     • signed Enterprise KYC Questionnaire to the payment gateway of OneVision;
     • a document certifying the identity of an individual entrepreneur;
     • certificate/certificate of registration of a person as an individual entrepreneur or a document issued by an authorised body confirming the fact of state registration as an individual entrepreneur;
     • if the activity is licensed, a copy of the licence;
     • a copy of the most recent permits needed if licences are needed to sell goods, works, or services
10. Verification:
    • The OneVision System Operator shall verify the completeness and compliance of the Application Form and the package of documents with the Applicable Requirements.
    • If necessary, in accordance with Applicable Requirements, the OneVision System Operator shall request missing or additional documents from the Enterprise for verification.
    • The OneVision System Operator informs the Enterprises about the result of the audit.
11. Accession to the Agreement:
    • In the event of a favourable result of the verification, the Enterprise accedes to the Agreement.
    • The submission of the Application Form, package of documents, and other required documents by the Enterprise to the OneVision System Operator, certified in accordance with the Applicable Requirements, shall constitute acceptance of the terms and conditions and adherence to the Agreement, unless otherwise expressly defined in the Special Terms and Conditions.
    • The Agreement will come into effect once the OneVision System Operator has recorded that the Enterprise has submitted the Application Form, a package of documents, and other necessary documents that make up the Agreement, all of which have been certified in accordance with the Applicable Requirements and fully satisfy the positive verification outcome.
12. Integration:
    • The OneVision System Operator shall provide the Enterprise with documentation on integration with the OneVision System and, if necessary, shall assist the Enterprise in implementing integration with the OneVision System.
    • The Enterprise, according to the received documentation, performs integration with the OneVision System.
13. Setting the parameters for processing operations
    • The OneVision System Operator shall set the parameters for processing the Enterprise's transactions in the OneVision System in accordance with the terms of the Agreement and Applicable Requirements.
14. Testing:
    • Initially, the OneVision System Operator sets up a test mode of transactions for the Enterprise.
    • The Enterprise conducts transactions in test mode via the OneVision System, reports to the OneVision System Operator about detected errors and eliminates errors occurring on the Enterprise's side.
    • The OneVision System Operator shall eliminate detected errors and notify the Enterprise of errors occurring on the Enterprise side.
15. Activation of the "combat mode"
    • After setting the parameters of transaction processing, the OneVision System Operator activates the possibility for the Enterprise to switch to the "combat mode" of transactions in the OneVision System.
16. Carrying out settlements:
    • The OneVision System Operator shall collect fees on accepted Payments in favour of the Enterprise, received to the transit (dedicated) account of the OneVision System Operator, specified in the Special Terms and Conditions of the Agreement, via the OneVision System.
    • The OneVision System Operator shall transfer funds collected from the accepted Payments to the settlement account of the Enterprise specified in the completed and signed Application Form of the Enterprise, less the remuneration, as well as within the terms and conditions specified in the Agreement.
    • Payout operations must be completed at the expense of the Enterprise's remaining balance in the System, which must be replenished by the Enterprise by transferring funds to the OneVision System Operator's transit account specified in the Agreement, or with the Enterprise's consent, the OneVision System Operator must process Payments at the expense of the funds that are accumulated in accordance with subparagraph 1 of paragraph 16 of the Agreement of Accession to the OneVision System. Replenishment of the balance of the Enterprise in the System is carried out within three (3) working days, from the moment of receiving the funds of the Enterprise on the transit account of the OneVision System Operator. The Enterprise at its own discretion may make top-up payments on its side with confirmation of the fact of transfer by payment order to the OneVision System Operator.
    • The OneVision System Operator shall issue to the Cardholder an electronic document confirming the Cardholder's transaction and debiting the Cardholder of the commission of the OneVision System Operator, provided that the Enterprise duly notifies the Cardholder of the debiting of the commission of the OneVision System Operator from the Cardholder. In all other cases the commission of the OneVision System Operator shall be withheld from the collected funds on accepted payments in favour of the Enterprise to the transit account of the OneVision System Operator, when the latter makes mutual settlements with the Enterprise in accordance with the terms and conditions of the Agreement.
    • Remuneration of the OneVision System Operator for accepting Payments and making payouts is a certain percentage rate of the amount of accepted Payments and the amount of Payouts, respectively, the amounts of which are specified in the section of special conditions of the Agreement and are calculated based on the Registers automatically generated by the System.
    • The OneVision System Operator shall, on a monthly basis, before the 10th (tenth) day of the month following the reporting month, form an electronic Act of the works performed (services rendered) formed based on the Registers and send it to the email of the Enterprise.
    • The Company shall be obliged to reconcile the data specified in the Registers within 5 (five) working days from the date of receipt of the Certificate of works performed (services rendered). If there are no objections, the OneVision System Operator shall sign and send to the Enterprise two (2) copies of the Act of the performed works (services Provided) and an invoice for the amount of remuneration specified in the Act of the works performed (services rendered) within the term specified in this clause.
    • The Enterprise shall stamp (if any), sign and send to the OneVision System Operator one copy of the Act of the works performed (services rendered) signed by the Parties within five (5) working days after its receipt from the OneVision System Operator. The second copy shall be kept by the Company.
    • In case of disagreement with the data given in the Registers, the Enterprise undertakes to provide the OneVision System Operator with a reasoned justification and supporting documents for reconciliation within five (5) working days.
    • In case of disagreement with the data given in the Registers, the Enterprise undertakes to provide the OneVision System Operator with a reasoned justification and supporting documents for reconciliation within five (5) working days.
    • Within five (5) working days from the date of receipt of the motivated justification of the Enterprise, the OneVision System Operator shall reconcile the discrepancies identified by the Enterprise. If the discrepancies are confirmed in the course of reconciliation, the OneVision System Operator shall, within the period established by this clause of the Agreement, draw up the Certificate of works performed (services rendered) based on the corrected data. Further, the Parties shall act on the basis of subparagraphs 7 and 8 of paragraph 16 of the Agreement.
    • If the Enterprise does not deliver a signed Act of the works performed (services rendered) or a motivated justification as required by subparagraph 9 of paragraph 16 of the Agreement to the OneVision System Operator within 5 (five) working days, the Act of the works performed (services rendered) shall be deemed accepted by the Enterprise, and the OneVision System Operator shall be deemed to have duly rendered the services.
    • The chargeback transaction is carried out by means of deduction (charging) of the amount of the return card transaction by the OneVision System Operator from the amount to be credited (transferred) in favor of the Enterprise in the manner prescribed by the Agreement. The amount of remuneration withheld by the OneVision System Operator for a previous transaction shall not be refunded. When initiating the return transaction of the previously accepted Payment using the OneVision System, OneVision System Operator shall carry out such transaction with charging a fee in accordance with the terms and conditions established between the OneVision System Operator and the Bank.
17. The procedure for disconnecting the Enterprise from the OneVision System consists of the following conditional steps:
    • Notice of termination of the Agreement
    • Blocking operations
    • Settlement of mutual accounts
    • Closing access to Personal Account
    • Storing documents
18. Notice of termination of the Agreement
    • The Party initiating disconnection from the OneVision System shall give Notice of termination of the Agreement to the other Party in accordance with the requirements of the Agreement, specifying the date and grounds (if any) for such termination.
    • The term of termination shall be set in accordance with the requirements of the Agreement.
19. Blocking operations:
    • The Party initiating the disconnection from the OneVision System shall block transactions through the OneVision System from the date of the Notice of termination of the Agreement.
    • The Party that has received the Notice of termination of the Agreement shall block transactions through the OneVision System from the date of receipt of such notice, unless otherwise specified in the Special Terms and Conditions.
20. Completion of mutual settlements:
    • After blocking of transactions through the OneVision System, the Parties shall perform reconciliation and subsequent mutual settlement within the period and on the terms and conditions specified in the Agreement.
21. Closing access to Personal Account
    • The Agreement shall be deemed terminated provided that the Parties have completed mutual settlements and fulfilled the obligations assumed under the Agreement.
    • Upon termination of the Agreement, the OneVision System Operator blocks the Company's access to Personal Account in the OneVision System.
22. Data and document storage:
    • Upon termination of the Agreement, the OneVision System Operator shall retain the data and documents of the Enterprise for the period of time established in accordance with the Special Terms and Conditions and other Applicable Requirements.
23. The requirements for the provision of services are defined by the following:
    • Chargeback to the Cardholder:
    • Responsibilities of the Parties
    • Confidentiality
    • Dispute settlement
    • Requirements for the Enterprise to use the OneVision System
24. The rights and obligations of the Parties shall be defined by the following:
    • Rights of the Enterprise
    • Liabilities of the Enterprise
    • Rights of the OneVision System Operator
    • Obligations of the OneVision System Operator
25. Rights of the Enterprise:
    • To use the functionality of the OneVision System after the OneVision System Operator grants access to the Personal Account.
    • To receive technical and informational support from the OneVision System Operator in connection with the use of the OneVision System.
    • To place information on cooperation with the OneVision System Operator, including a logo, trademark, company name, or other means of individualization of the OneVision System Operator, in the infrastructure of the Enterprise in accordance with the Applicable Requirements, subject to prior approval by the Parties.
    • To discontinue interaction with the OneVision System in accordance with Applicable Requirements.
    • To make claims and demand compensation for real damage in case of violation of the Applicable Requirements by the OneVision System Operator.
26. Obligations of the Enterprise:
    • To use the OneVision System in accordance with the terms of the Agreement and Applicable Requirements.
    • To provide the OneVision System Operator with accurate data and information required in connection with the use of the OneVision System, including connection and disconnection from the OneVision System.
    • To ensure and be responsible for the confidentiality of their identifier (login) and password for access to the Personal Account.
    • To notify immediately the OneVision System Operator of any suspected unauthorised use of the access ID, password, and functionality in the Enterprise's Personal Account.
    • To ensure and be responsible for the security of the infrastructure used in interfacing with the OneVision System.
    • To assist and provide necessary information in conducting investigations in accordance with Applicable Requirements.
    • To not use the OneVision System in illegal activities in accordance with the Applicable Requirements, including, but not limited to, the current conditions, and not to take actions that mislead third parties about the services provided by the OneVision System Operator and that may directly or indirectly damage the business reputation of the OneVision System Operator.
    • To calculate independently income from transactions in the OneVision System and pay taxes in accordance with the laws of the country of its jurisdiction.
    • To not allow negative balances in the OneVision System.
    • To be fully responsible for cancelled and/or disputed transactions made in the OneVision System.
    • At the request of the Operator of the OneVision System, to reimburse the confirmed real damage that was incurred as a result of the Enterprise's violation of the applicable requirements, including any fines imposed by the Payment Method within 180 (one hundred and eighty) calendar days of the date of termination of the Agreement.
    • To resolve independently any claims that are not directly related to the OneVision System Operator's breach of its obligations under the Agreement.
    • To place information on the terms and conditions of transactions provided by the OneVision System Operator.
    • To not transfer its rights and obligations under the Agreement to third parties who are not parties to the Agreement without the written consent of the OneVision System Operator.
    • To inform in a timely manner in writing about all changes essential for full and timely fulfilment of obligations under the Agreement.
    • The Enterprise hereby represents and warrants that it has duly executed and valid licenses, permits, authorities to carry out activities related to the sale of GWS, if necessary, in accordance with the Governing Law.
27. Rights of the OneVision System Operator:
    • To use the data and information provided by the Enterprise to provide the services.
    • To place information about cooperation with the Enterprise, including logo, trademark, company name or other means of personalisation of the Enterprise in the means and resources used by the OneVision System Operator in accordance with the Applicable Requirements, subject to prior agreement between the Parties.
    • To determine and amend unilaterally the terms and conditions of the Agreement, the procedure and conditions of operation, as well as the functionality of the OneVision System in accordance with the Applicable Requirements.
    • To modify, expand, or restrict the functionality of the Personal Account of the Enterprise, as well as block the Enterprise's access to the Personal Account in accordance with the Applicable Requirements.
    • To suspend the operation of the OneVision System and/or the provision of services in the event of malfunctions, errors and failures, or a breach by the Enterprise of Applicable Requirements, or to prevent or deter unauthorised access and suspicious or fraudulent transactions.
    • To request data and information from the Enterprise, as well as take other measures necessary in connection with the provision of services.
    • To make claims to the Enterprise and demand compensation for real damage in case of violation of the Applicable Requirements by the Enterprise.
    • To charge the commission fee stipulated in the Agreement.
    • To write off the amount/s of the Enterprise's outstanding obligations to the OneVision System Operator under the Agreement without acceptance from the balance of the Enterprise in the OneVision System.
    • Demand from the Company to carry out intermediate reconciliations of settlements under the Agreement in case of discrepancies.
    • The OneVision System Operator shall have the right to transfer part of its rights and obligations to third parties in order to fulfill its obligations under the Agreement. The transfer of the rights and powers by the OneVision System Operator under this Agreement shall not release the OneVision System Operator from the fulfilment of its obligations under the Agreement and shall not relieve the OneVision System Operator of its responsibility for violations of its obligations under the Agreement.
    • To require the Enterprise (its representative) to provide information and documents necessary for proper verification and identification of the Enterprise (its representative), identification of its beneficial owner, as well as information on tax residency, type of activity, and source of financing of the undertaken transactions, documents related to the transactions, and to verify the compliance of Payment and Payout transactions conducted by the Enterprise with the legislation.
    • To refuse the Enterprise to continue business relations, to carry out operations on services, and/or to suspend the Enterprise's transactions in cases stipulated by the Law of the Republic of Kazakhstan "On Combating Legalisation (Laundering) of Income Derived from Criminal Activity and the Financing of Terrorism" and other regulatory legal acts of the Republic of Kazakhstan and the IPS Rules.
    • Suspend the fulfillment of obligations under the Agreement in respect of the Enterprise if there are reasonable assumptions about possible facts of fraud or other illegal activities of such Enterprise related to the use of information systems and/or realization of goods/works/services prohibited by the legislation for realization, until the moment of clarification/settlement of the disputable situation.
    • To change unilaterally the time of transfer for the transactions made in the Online Services of the Enterprise through the OneVision System in case of suspicion of fraudulent transactions after notifying the Enterprise in writing.
    • Unilaterally change the amount of transaction, daily, monthly limit in case of suspicion of fraudulent operations, with mandatory notification of the Enterprise.
    • If the OneVision System Operator and/or the Bank and/or IPS recognise any Payments and Payouts as erroneous, duplicated, suspicious, or in cases of confirmed fraudulent transactions, the OneVision System shall have the right to cancel such Payments and/or Payouts.
    • To change the amount of the remuneration under the Application Form not less than 10 (ten) working days subject to prior written notification of the Enterprise. In the absence of written objections from the Enterprise before the date of entry into force of the new terms and conditions for the cost of services rendered by the OneVision System Operator and/or the terms and conditions of rendering services under this clause of the contract, the OneVision System Operator shall continue rendering services in accordance with the new terms and conditions for the cost of services and/or the terms and conditions of rendering services, which shall be fixed by the Supplementary Agreement to the Application Form. In case the Enterprise does not agree to change the amount of remuneration to the OneVision System Operator, the Parties shall have the right to unilaterally withdraw from the Agreement from the moment the changes come into force, subject to mandatory mutual settlements between the Parties.
28. Obligations of the OneVision System Operator
    • To ensure uninterrupted operation of the OneVision System 24 hours a day, 7 days a week, except in the case of suspension of the OneVision System as provided under the Applicable Requirements.
    • To take the necessary steps immediately to resume the operation of the OneVision System and to notify the Enterprise of the reasons for and timing of the suspension of the OneVision System.
    • To ensure appropriate security conditions for transactions, including confidentiality and protection of personal data in accordance with Applicable Requirements.
    • Tp provide information and technical support in connection with the provision of services.
    • To compensate, at the request of the Enterprise, for verified actual damages incurred as a result of the OneVision System Operator's breach of Applicable Requirements.
29. Chargeback to the Cardholder:
    • If the OneVision System Operator or Bank receives a Chargeback, the OneVision System Operator shall submit a written request (on paper or in electronic form) to the Enterprise to provide documents confirming the fulfilment of obligations to supply goods, works, or services.
    • The Enterprise shall provide the OneVision System Operator with the documents requested by the OneVision System Operator in accordance with the terms and conditions of the Agreement within the term specified in the Special Terms and Conditions of the Agreement.
    • In the absence of the documents required to be submitted to the OneVision System Operator/Bank in accordance with the terms and conditions of the Agreement, or in case of failure to submit them within the term specified in subparagraph 1,2 of paragraph 29 of the Agreement, or in case the Enterprise agrees with the fact of non-fulfilment or improper fulfilment of its obligations to the Cardholder by the Enterprise, or in case the Transaction is indisputably recognised as fraudulent by IPS/Bank, the OneVision System Operator shall refund the amount of the Transaction to be returned to the Cardholder at its own expense and subsequently withhold this amount from the money to be transferred to the account of the Enterprise. The Enterprise hereby expresses its consent for the OneVision System Operator to withhold the amount of the Transaction returned by the OneVision System Operator or the Bank to the Cardholder at the expense of the funds to be transferred to the Enterprise's account.
    • The crediting of Transactions by the OneVision System Operator to the Enterprise's account shall not constitute a final and indisputable recognition of such Transactions. Such Transactions may be recognized as unauthorized in accordance with the legislation of the Republic of Kazakhstan, the Contract and/or the rules of the IPS. The Enterprise hereby assumes all risks related to possible recognition of the Transaction as fraudulent and undertakes to unconditionally return the money to the OneVision System Operator in the event that the OneVision System Operator receives the Chargeback. At the same time, the commission received by the OneVision System Operator for the provision of services is non-refundable.
    • In case the Bank, the OneVision System Operator, identifies transactions whose authorization causes suspicion of the Bank, the OneVision System Operator shall have the right to suspend payments for goods, works, or services in the Online Service of the Enterprise using cards through the Internet Payment System of the OneVision System Operator and credit money on such Transactions to the account of the Enterprise. Suspension of crediting money is carried out for the period of investigation of Transactions' authorization, but cannot exceed 180 (one hundred and eighty) calendar days from the Transaction date.
    • In the event of recognition of unauthorised Transactions by the IPS, before sanctions are imposed on the bank or OneVision System Operator by the IPS, the OneVision System Operator shall have the right not to transfer amounts to the Enterprise's account under unauthorised Transactions for enforcement purposes.
    • If such sanctions are imposed prior to the expiration of the time periods required by the IPS to impose sanctions on Transactions, the OneVision System Operator shall reimburse the IPS for the unauthorised Transactions at the expense of the Enterprise.
    • If such sanctions are not imposed on the OneVision System Operator after the expiration of deadlines for imposing sanctions on Transactions stipulated by the IPS requirements, or if the IPS recognises the sanctioning of Transactions, the amounts for which are withheld by the OneVision System Operator in accordance with this clause of the Agreement, the OneVision System Operator undertakes to return the withheld funds to the Enterprise's account.
    • In the event that the Chargeback amount exceeds 0.4% (zero point four percent) of the amount of all Transactions in relation to the Enterprise preceding the date of exceeding the specified percentage, the OneVision System Operator has the right to suspend the processing of Transactions (including crediting money to the Enterprise's accounts) for up to one hundred and eighty (180) calendar days.
    • In the event that information is reflected in the IPS reports on suspicious card transactions and/or the amount of Chargeback on Enterprise's transactions exceeds 5% of the amount of all transactions of the Enterprise for 1 (one) calendar year, the OneVision System Operator has the right to stop processing the transactions of Enterprise, including crediting money to Enterprise's account.
    • A partial or full refund of money to the Cardholder for paid goods, services, or works is made by forming a refund operation. Refunds to the Cardholder, as well as compensation in cash or non-cash form and in other ways are not allowed. The refund transaction is a confirmation of the Enterprise's obligation to the OneVision System Operator to refund the amount of the Payment.
    • The amount of remuneration withheld by the OneVision System Operator on a previously made payment on which a Chargeback and/or refund to the Cardholder has been initiated is not refundable.
30. The responsibilities of the Parties shall be determined by the following:
    • Responsibilities of the Parties
    • Limitation of liability
    • Force Majeure
31. Responsibilities of the Parties:
    • The Enterprise shall be fully liable to the OneVision System Operator for the actions of persons having access to the Online Service in respect of payments and disbursements made through the OneVision System in violation of the requirements of the Agreement, as well as for actions directed against the OneVision System Operator and Settlement Participants.
    • The OneVision System Operator is fully responsible to the Enterprise for the actions of persons having access to the OneVision System control associated with payments and payouts made through the OneVision System in violation of the Agreement's requirements, as well as for actions directed against the Settlement Participants.
    • The Enterprise is fully liable for losses caused to the OneVision System Operator and third parties as a result of the Enterprise's failure to comply with the Applicable Requirements in carrying out its activities, including activities via the OneVision System.
    • The OneVision System Operator is fully liable for losses caused to third parties and the Enterprise as a result of the OneVision System Operator's failure to comply with Applicable Requirements in carrying out its activities, including those through its own OneVision System.
    • In the event that the OneVision System Operator incurs any losses due to the action or inaction of the Enterprise in connection with the applications submitted by the Cardholders due to the failure of the Enterprise to fulfil its obligations to the Cardholders, the Enterprise undertakes to compensate such damage in full.
    • If the OneVision System Operator incurs any actual losses related to the action or inaction of the Enterprise due to improper and/or untimely fulfilment by the Enterprise of its obligations to the OneVision System Operator, the Enterprise undertakes to reimburse such losses in full.
    • The Parties shall be liable for disclosure or loss of confidential information specified in the Agreement in accordance with the applicable Applicable Requirements.
    • The Enterprise shall indemnify the OneVision System Operator for any losses incurred by the OneVision System Operator, if such losses were related to the sale of the Enterprise's GSW prohibited for sale in accordance with the Applicable Requirements and prohibited for sale via the Internet in accordance with the IPS Rules.
    • The Enterprise shall indemnify the OneVision System Operator for fines and damages caused by fines as part of IPS violations caused by the Enterprise.
    • If one of the Parties' actions results in losses (including actual damage, loss of profit, and/or damage to the other Party's business reputation), the offending Party shall make restitution to the injured Party for those losses or damages. The amount of the compensation shall be specified in the injured Party's written claim and may be modified by a written agreement that is signed by both Parties.
    • The parties shall stipulate the procedure for compensation for loss and/or damage in each individual case.
32. The OneVision System Operator shall not be liable to the Enterprise in the event of:
    • provision by the Enterprise of access to Personal Account to third parties or other breaches of confidentiality obligations.
    • presence of malicious software when accessing Personal Account and/or interacting with the OneVision System.
    • any disputes in relation to GWS supply transactions or other transactions entered into by the Enterprise using the OneVision System.
    • claims by tax, regulatory, and law enforcement authorities against the Enterprise regarding reporting or taxation of the Enterprise's transactions using the OneVision System.
    • temporary inoperability of the OneVision System due to failures and errors in hardware or software operation not caused by intentional acts or omissions of the OneVision System Operator (including, but not limited to, power failure or damage to power supply and communication networks, software failures, Internet providers, Payment systems, the Bank, other communication channels, and communications provided and maintained by third parties).
    • inability to contact the Enterprise due to the provision of inaccurate data and information by the Enterprise or its failure to provide updated data and information.
    • failure by the Enterprise to familiarise itself with the latest version of the Agreement conditions or Applicable Requirements.
    • breach of Applicable Requirements by the Enterprise or the Enterprise's customers.
    • incorrect or erroneous formation of orders by the Enterprise in Personal Account.
    • erroneous or incorrect transmission of the Payment Instruction to the OneVision System Operator.
    • incorrectly filling in and/or transmitting to the OneVision System Operator incorrect data from the Payment Instruction.
    • indirect damages beyond actual damages, including lost profits from the loss and/or non-receipt of contracts, customers, time, data, reputation, or other resources.
    • unreliability of the information placed on the information resources of the Enterprise.
33. Force Majeure:
    • None of the Parties hereunder shall be liable for failure to fulfil obligations under this Agreement caused by force majeure circumstances (hereinafter referred to as Force Majeure), provided that such circumstances directly affected the performance of obligations under this Agreement, except for monetary obligations of the Parties. In this case, the period of fulfilment of contractual obligations will be extended for the duration of the said circumstances.
    • For the purposes of this Agreement, Force Majeure refers to any obligations that are beyond the Parties' reasonable control and that the Party claiming Force Majeure is unable to prevent, overcome, or limit despite all reasonable efforts, such as wars, riots, strikes, transportation delays, fires, explosions, floods, decisions by any governmental authority prohibiting the performance of this Agreement, other force majeure circumstances, natural disasters, regardless of the place of occurrence of the event, etc. The Parties agree that Force Majeure does not include circumstances that are caused by the negligence or intentional acts of either Party or its representatives, subsidiaries, contractors, agents, employees, or officers.
    • The Party that fails to fulfil its obligations due to force majeure shall, within five (5) calendar days, notify the other Party of such circumstances and their impact on the fulfilment of obligations under this Agreement. Failure to notify or untimely notification shall deprive the Party of the right to refer to any Force Majeure circumstance as a ground exempting it from liability for failure to fulfil obligations under this Agreement.
    • A Force Majeure Notice must include a thorough explanation of how the situation will affect the performance of this Agreement, an estimate of how long it will last, and a list of all steps taken by the affected Party to lessen the other Party's loss or damage and restore that Party's capacity to fulfil its obligations under this Agreement. In the event that the Force Majeure circumstances are of a publicly known nature, they do not require documentary evidence under this Agreement.
    • If Force Majeure lasts for one month, this Agreement may be terminated by either Party by giving written notice to the other Party. In this case, the Parties undertake to make a final mutual settlement within ten (10) calendar days prior to the expected date of termination of this Agreement due to the above circumstances.
34. Confidentiality:
    • The Parties undertake not to disclose the information received in the course of the agreement's fulfilment, which is confidential for each of the Parties, except for the responsible persons of the Parties authorised to receive and transfer information on behalf of each of the Parties in connection with the execution of obligations under the Contract. In the Agreement, "confidential information" refers to non-public information, the disclosure of which could cause harm to either Party's business or reputation, and includes details about clients, the size and scope of transactions, commission payments, and other commercial information of the Parties.
    • The facts of Contract's conclusion and the Contract's subject are not deemed confidential information.
    • Confidential information may be provided to third parties only in the manner prescribed by the Applicable Requirement, to fulfil the Agreement's terms, or by prior written agreement with the Party whose information may be disclosed (with a detailed indication of the information's nature, the indication of the third party, purposes, reasons, and other significant points regarding such information).
    • The Parties agree not to disclose information received without the written consent of the Party that provided it, nor to use it for their own interests or the interests of third parties in the event that the Agreement is terminated.
35. Dispute resolution:
    • In all other matters not provided for by the terms of the Agreement, the Parties shall be governed by the Governing Law defined in the Special Terms and Conditions.
    • All disputes and disagreements arising out of or in connection with the Agreement shall, if possible, be settled by negotiations between the Parties.
    • The procedure for making claims is set out in the Applicable Requirement.
    • If the Parties are unable to come to an agreement, disagreements and disputes must be settled in the court of law designated in the Special Terms and Conditions of the Agreement.
    • The Parties agree that the data and information provided by them in written or electronic form will be taken into account when considering any Agreement-related disputes and disagreements.
36. Duration and termination of obligations:
    • Unless otherwise specified in the Special Terms and Conditions, the Agreement shall be concluded for an indefinite period.
    • The Parties undertake to immediately notify each other of any changes in their bank and postal details, as well as any changes in their legal status, which may materially affect the performance of obligations by the Parties to the Agreement. Until the moment of receipt of the notice, the obligations fulfilled according to the details provided earlier shall be deemed to have been duly fulfilled. The OneVision System Operator is released from the responsibility related to incorrect settlements if this transfer occurred due to incorrect indication of bank details and/ or untimely notification of their change by the Enterprise.
    • Unless otherwise specified in the Special Terms and Conditions, the Agreement may be terminated at any time, at the initiative of any of the Parties, with prior notice to the other Party thirty (30) calendar days before the expected date of termination and subject to mutual settlements by the Parties. The Parties must reconcile the settlements and repay monetary obligations identified as a result of reconciliation within a period not exceeding 30 (thirty) calendar days from the date of receipt of the notice of the Agreement's termination.
    • The Contract shall be deemed terminated provided that the Parties fulfil all obligations under the Agreement. In this case, the obligations of the Enterprise to compensate the OneVision System Operator for the confirmed real damage for penalties imposed by the Payment Method as a result of violation of the Applicable Requirements by the Enterprise shall remain in force for one hundred and eighty (180) calendar days from the date of termination of the Agreement.
    • Upon the Enterprise's application, the Agreement may be suspended for a period not exceeding ten (10) calendar days. The basis for suspension of the Agreement is the written consent of the OneVision System Operator to the application of the Enterprise, containing the terms of suspension and the procedure for renewal of the Agreement.
    • The OneVision System Operator has the right to unilaterally terminate the Agreement without adhering to the conditions outlined in subparagraph 3 of paragraph 36 of the Agreement in the event that the bank-acquirer refuses to process payments made by the Enterprise, regardless of the reason for such a refusal.
    • In the event that the Enterprise breaches any of its obligations under the Agreement, the OneVision System Operator may unilaterally terminate the Agreement at its discretion without adhering to the conditions outlined in subparagraph 3 of paragraph 36 of the Agreement.
    • When there are suspicions that the Enterprise is using the business relationships under this Agreement for the purposes of money laundering or financing terrorism, the OneVision System Operator has the right to unilaterally terminate the Agreement without adhering to the conditions outlined in subparagraph 3 of paragraph 36 of the Agreement.
    • In case of the Contract's termination on a unilateral basis, the initiating Party must send a Notice of the Contract's termination in writing by post with advice of delivery or by courier. The Contract is considered terminated from the moment such notification is received by the other Party.
    • In the event of the Agreement's unilateral termination, the OneVision System Operator shall disconnect the Enterprise from the System on the day of delivery of the Notice of the Agreement's termination to the Party.
37. The requirements for the Enterprise to use the OneVision System are defined by the following:
    • List of prohibited GWS
    • Requirements to the Enterprise infrastructure
38. List of prohibited GWS:
    • software containing code that is intended to unlawfully use data and information and/or cause harm to the user (including, but not limited to: hacking into a user account; unauthorised breach of integrity and/or deletion and/or alteration and/or copying of data and information);
    • any products or services that violate the norms of public morality and order (including, but not limited to: prostitution and pornographic materials; materials aimed at propaganda of interethnic, ethnic, racial or religious discord, discrimination, violence, terrorism, causing harm; dissemination of information that violates confidentiality, honour, dignity and business reputation of individuals and legal entities);
    • Illegal distribution of weapons, narcotic and psychotropic substances and precursors;
    • any products or services related to the illegal use of intellectual property objects, as well as state, commercial, banking and other protected information;
    • any products or services provided without the required permits (licences);
    • any products or services aimed at legalisation (laundering) of money and (or) other property obtained by criminal means, as well as financing of terrorism, extremist activities and financing of proliferation of weapons of mass destruction;
    • child pornography and other materials of a sexual nature involving minors; other adult content prohibited by the rules of payment systems;
    • military goods and any weapon that is recognised as a weapon in the customer's country of residence and requires a licence or permit from the authorised state bodies. This paragraph applies to pepper spray, tasers, and any goods that can be perceived as weapons, including exact copies of military products and weapons (including crossbows, shotguns, knives, and their exact copies). Military goods also refer to any products, creations, or services for internal affairs bodies and agencies connected to representatives of state power donations or activities simulating the provision of public services; website activities purportedly involving well-known individuals, etc.). The exception is sports equipment (bows for sport shooting, paintball markers, etc.);
    • acquisition, exchange and sale of cryptocurrencies (exchanges, wallets, etc.), other analogues of virtual currencies and other monetary surrogates; attraction of investments in the form of selling a fixed number of new units of cryptocurrencies to investors (ICO and equivalents);
    • auctions or trading systems that allow their participants to engage in activities that exclude the actual transfer of goods, services or other goods carrying use value, with all participants having to pay whether they win or not;
    • goods/works/services contrary to the public interest, principles of humanity, ethics and morality (e.g.: human organs and remains);
    • goods/works/services that have no use value; goods/works/services that are unusable, including goods/works/services with expired shelf life;
    • slave trade and human trafficking;
    • waste generated during the destruction of chemical weapons;
    • museum objects and museum collections included in the museum fund of the UN countries and the Republic of Kazakhstan;
    • activities on attraction of funds of individuals on a large scale, whereby payment of income is made at the expense of attracted funds of other individuals in the absence of investment and (or) other legitimate entrepreneurial activities related to the use of attracted funds in a volume comparable to the volume of attracted funds (investment and financial "pyramids");
39. Requirements to the infrastructure (Online service) of the Enterprise:
    • Online services, user applications, and other interfaces of interaction of the Enterprise with the client or user (hereinafter - Interfaces) shall function according to the purpose displayed for the user.
    • Interfaces must have a static IP address (Confirmation letter upon additional request of the OneVision System Operator). Interfaces may be located on paid hosting (Virtual, VPS, or VDS), in a data processing centre (collocation) owned or leased by the Enterprise, or in a server room at the actual location of the Enterprise in the area leased by it.
    • It is forbidden to include graphic, textual, or hidden information of a sexual, drug-related, political, or nationalistic nature in the interfaces, as well as links to this information in the Interfaces.
    • The website for any business with points of delivery ought to have details about those locations, such as the actual address and travel directions, etc.
    • Interfaces should contain information about the legal entity (postal address, BIN/IIN/INN, etc., contact details of the Enterprise employees responsible for communication with clients).
    • Interfaces shall contain the documents necessary for the transaction between the Enterprise and the customers in accordance with the requirements of the Governing Law (public offer, privacy policy, methods of accepting and refunding funds, and other documents). The public offer must also state when it was most recently approved and posted.
    • Interfaces shall contain information (text or graphic) on licences or permits from the manufacturer or state authorities for the goods or services sold, allowing unambiguously to identify to whom, by whom, for what period of time, for what type of activity, or for which GWS these documents were issued (for licenced activities).
    • Interfaces must include information on the steps taken by the Enterprise to ensure the security of payments made with plastic cards, the steps to follow when making those payments, rules for returning payments and purchases, and how to handle contentious situations in accordance with the Governing Law.
    • There should not be any broken pages in the Interaction Interfaces (corresponding to HTTP compliance codes 301, 302, 401, 403, 404,502); there should not be any links whose transition direction conflicts with the Interaction Interfaces' declared business logic; there should not be any links whose transition direction conflicts with the Interaction Interfaces' declared business logic; and there should not be any pages or links that redirect to other websites (without an explicit red warning sign).
    • The Enterprise and the OneVision System Operator shall define and test a 3D Secure enabled payment and refund mechanism.
    • The declared categories of GWS that are reflected in the Enterprise Application Form must match the declared categories of GWS in Interfaces.
    • Interfaces must support a secure HTTPS connection with a certificate type of at least SSL123 with a valid expiration date.
    • If Interfaces implements a personal account:
      • HTTPS must be used to protect the user authentication process;
      • HTTPS and robot password protection should be used to protect the new user registration process;
      • HTTPS encryption and password protection against robots should be used to secure order placement (including entering contact information, selecting delivery, etc.).
    • If there is no personal account in Interfaces, then:
      • order placement (entering contact details, selecting delivery, etc.) should be protected by HTTPS and password protection from robots;
      • If any, HTTPS encryption and password protection should be used to secure the control panel (administrator panel) of Interfaces.
    • Interfaces shall include descriptions and prices for the GWS.
    • The description and prices for the GWS displayed in the Interfaces shall correspond to the current description and prices for the supplied GWS, including within the framework of data transfer by the Enterprise to the OneVision System.
    • Interfaces shall contain up-to-date information on the terms and conditions of GWS delivery, including information on GWS return, as well as information on the terms and conditions of operations provided for placement by the OneVision System Operator.

Special Terms and Conditions

Special Terms and Conditions are defined to supplement the General Terms and Conditions, depending on the Bank's terms and conditions and Governing Law.