Freedom Pay Kyrgyzstan LLC (hereinafter referred to as the FREEDOM PAY System Operator) provides the Merchant with Payment and Payout Acceptance Services for a commission fee within the framework, in accordance with the procedure and in compliance with the requirements defined by the terms and conditions of the FREEDOM PAY System Connection Agreement, posted on the Internet at https://freedompay.kg
General Conditions
1. The scope of the Services is determined by the following:
• Features of the Connection Agreement
• Terms and their meaning
• Commission fee
2. The FREEDOM PAY System Connection Agreement has the following features:
• The terms of the Agreement are defined by the FREEDOM PAY System Operator as a standard and are subject to acceptance by the Merchant by accession to this Agreement as a whole, without exceptions or limitations.
• The Agreement includes General and Special Conditions.
• The General Conditions are defined and applied regardless of the Regulatory Legislation.
• The Special Conditions are aimed at supplementing the General Conditions depending on the Regulatory Legislation.
• In the event of discrepancies between the General Conditions and the Special Conditions, the Special Conditions shall prevail.
• The documents that represent integral parts of the Agreement include the Merchant's Questionnaire, as well as other documents specified in the Special Conditions and having higher priority according to the reverse order of their listing.
• The FREEDOM PAY System Operator may unilaterally amend the terms of the Agreement, including the commission fee, aimed at: improving the quality and availability of the Services; ensuring the efficiency and reliability of the FREEDOM PAY System; compliance with the Regulatory Legislation, the rules and conditions of the Payment Systems and amendments thereto.
• Unless otherwise specified in the Special Conditions, amendments to the terms of the Agreement shall enter into force from the day of publication of the updated version of the Agreement on the website freedompay.kg or date of publication of the conditions in the Merchant's Personal Account regarding available Payment Systems and commission fees.
3. The above terms have the following meaning:
• FREEDOM PAY System Operator is a legal entity that, in accordance with the Regulatory Legislation, ensures the functioning, use and connection to the FREEDOM PAY System.
• FREEDOM PAY System is a hardware and software complex under the ''FREEDOM PAY'' trademark, with related tools and resources used by the FREEDOM PAY System Operator to provide Services.
• Service includes services that ensure information and technological interaction, including the collection, processing and transmission of information to settlement participants for the execution of a Payment Instruction initiated in the Merchant's infrastructure, through the FREEDOM PAY System.
• Payment instruction is a request to accept a payment or make a payout in order to fulfill an Order.
• Payment acceptance is a transfer of funds from the Sender to the Merchant.
• Payout is a transfer of funds from the Merchant to the Recipient.
• Operation means accepting of payment or making of payout.
• Order means goods and services to be delivered by the Merchant.
• GWS means goods and/or work and/or service offered in the Merchant’s infrastructure.
• Merchant is a legal entity or an individual operating without establishing a legal entity (individual entrepreneur), in accordance with the Regulatory Legislation, ensuring the execution and fulfillment of the Order.
• Sender is an individual or a legal entity that has placed an Order involving the Payment Acceptance Service.
• Recipient is an individual or a legal entity that has placed an Order involving the Payout Service.
• Funds and Resources include organizational, information, technological, material, intellectual, labor, financial, legal and other funds and resources, including (but not limited to): a website on the Internet, premises and equipment, information system, personnel, funds, registrations, licenses, contractual relations, rules and standards, etc.
• Merchant’s Infrastructure includes funds and resources, the use of which is ensured by the Merchant.
• Settlement Participants are Sender, Recipient, Merchant, Bank, System Operator, and other settlement participants (if necessary).
• Payment system is a set of funds and resources under a certain trademark, providing authorization and the appropriate method to conduct transactions between settlement participants, including a legal entity (bank or other organization) that represents the Payment system in relations with the FREEDOM PAY System Operator and under the Agreement.
• Agreement is the present Agreement for connection to the FREEDOM PAY System, posted on the freedompay.kg website, including the General Conditions, Special Conditions and other documents that represent integral parts of the Agreement.
• Personal account is a specialized section of the Merchant in the FREEDOM PAY System, which provides the Merchant with access to information on transactions on the Services, as well as the use of other functional capabilities of the FREEDOM PAY System.
• Regulatory Legislation is the legislation of the country determined in accordance with the Special Conditions for the purpose of regulating the relations between the Parties under the Agreement.
• Party is the FREEDOM PAY System Operator or the Merchant, according to the context.
• Parties mean the FREEDOM PAY System Operator and the Merchant.
• Acquiring Bank is a bank that ensures the acceptance of cards as means of transactions within the FREEDOM PAY System.
• International Payment System, or IPS, is a Payment System that ensures the authorization and acceptance of cards as means of transactions under the trademarks ''Visa'', ''Master Card''. Other international and national Payment Systems may also be indicated as IPS under the Agreement, including, but not limited to, ''MIR'', ''Union Pay'', and ''American Express''.
• Applicable Requirements include Regulatory Legislation, rules and standards of the Payment Systems used, the IRD of FREEDOM PAY System Operator, accepted contractual obligations, including the Agreement.
• IRD means internal regulatory documents.
• Transaction Register is a report automatically generated by the FREEDOM PAY System Operator indicating the amounts and other transaction data for the reporting period.
• Card, payment card is a bank account management tool, containing information that allows the holder of such a payment card to make payments, transfers, receive cash from ATMs, and perform other operations determined by the bank issuing the payment card and subject to its terms and conditions.
• CFT/LPD measures mean activities to comply with legislation on combating the financing of terrorism and the legalization (laundering) of proceeds from crime.
• Other terms are terms whose meaning is defined in the Special Conditions, as well as other documents that represent integral parts of the Agreement.
4. Commission fee:
• The commission fee for providing the Services and other conditions for its collection are determined in the Merchant's Personal Account.
5. Procedure for providing the Services is determined as follows:
• Connecting the Merchant to the FREEDOM PAY System
• Making payments
• Disconnecting the Merchant from the FREEDOM PAY System
6. Procedure for connecting the Merchant to the FREEDOM PAY System consists of the following conditional stages:
• Application registration
• Access to the Personal Account
• Filling out the questionnaire
• Collection of documents
• Verification
• Accession to the Agreement
• Integration
• Configuration of transaction processing parameters
• Testing
• Activation of the "combat mode"
7. Application registration:
• The Merchant initiates the connection to the FREEDOM PAY System using the appropriate functionality for submitting a connection application on the freedompay.kg website.
• The FREEDOM PAY System automatically registers the Merchant's connection application and sends a confirmation to the email address specified when submitting the application.
8. Access to the Personal Account:
• Confirmation of registration of the Merchant's connection application contains instructions, an identifier (login) and a password for authorizing access to the Merchant's Personal Account in the FREEDOM PAY System.
• Following these instructions, the Merchant logs in to the Personal Account and proceeds to filling out the questionnaire.
9. Filling out the questionnaire:
• The Merchant fills out the questionnaire in the Personal Account by entering data in accordance with the Regulatory Legislation and the requirements of the Agreement.
• To get assistance in filling out the questionnaire, the Merchant may contact the System support service via the contacts specified in the received confirmation of application registration or on the freedompay.kg website.
• To assist in filling out the questionnaire, the FREEDOM PAY System Operator may independently contact the Merchant via the contacts specified in the connection application.
10. Collection of documents:
• The Merchant provides the FREEDOM PAY System Operator with the set of documents required when filling out the questionnaire in accordance with the terms and conditions specified in the Personal Account.
• The set of documents is initially provided by the Merchant by uploading photographs or copies of the original documents in the Personal Account.
11. Verification:
• The FREEDOM PAY System Operator checks the completeness and compliance of the questionnaire and the set of documents with the Applicable Requirements.
• If necessary, in accordance with the Applicable Requirements, the FREEDOM PAY System Operator requests missing or additional documents from the Merchant for verification.
• The FREEDOM PAY System Operator informs the Merchant of the verification result.
12. Accession to the Agreement:
• In case of a positive verification result, the Merchant accedes to the Agreement.
• Unless otherwise expressly specified in the Special Conditions, the Merchant’s provision to the FREEDOM PAY System Operator of the questionnaire, set of documents and other required documents that represent integral parts of the Agreement, certified in accordance with the Applicable Requirements, means acceptance of the terms and accession to the Agreement.
• The Agreement shall enter into force from the date the FREEDOM PAY System Operator registers the fact that the Merchant has provided the questionnaire, set of documents and other required documents that represent integral parts of the Agreement, certified in accordance with the Applicable Requirements and that fully correspond to the positive verification result.
13. Integration:
• The FREEDOM PAY System Operator shall provide the Merchant with documentation on integration with the FREEDOM PAY System and, if necessary, assist the Merchant in implementing integration with the FREEDOM PAY System.
• In accordance with the received documentation, the Merchant implements integration with the FREEDOM PAY System.
14. Configuration of transaction processing parameters:
• The FREEDOM PAY System Operator shall configure the parameters for processing the Merchant’s transactions in the FREEDOM PAY System in accordance with the terms and conditions of the Agreement and the Applicable Requirements.
15. Testing:
• Initially, the FREEDOM PAY System Operator will configure a test mode for performing Merchant’s transactions.
• The Merchant will perform transactions in test mode via the FREEDOM PAY System, notify the FREEDOM PAY System Operator of any errors identified, and eliminate any errors that may occur on the Merchant’s side.
• The FREEDOM PAY System Operator will eliminate any errors identified and notify the Merchant of any errors that occur on the Merchant’s side.
16. Activation of “combat mode”:
• After configuration of the transaction processing parameters, the FREEDOM PAY System Operator will enable the Merchant to switch to “combat mode” for conducting transactions within the FREEDOM PAY System.
17. Settlements:
• Mutual settlements between the Merchant and the FREEDOM PAY System Operator are carried out on the basis of the Transactions Register, terms of charging commission fees and other Applicable requirements. The Merchant may independently generate the Transactions Register for any reporting period in the Personal Account.
• The Transactions Register is sent by the FREEDOM PAY System to the trusted email address specified by the Merchant in the Personal Account.
• The FREEDOM PAY System Operator ensures the transfer of funds to the Merchant's bank account subject to transfer in favor of the Merchant, within the terms and under the conditions specified in the Agreement.
• Unless otherwise specified in the Special Conditions, the Merchant confirms the provision of Services on a monthly basis by signing the Service completion certificate and sending it to the FREEDOM PAY System Operator no later than 5 (five) business days from the date of its receipt. The form of the Service completion certificate is established in accordance with the Special Conditions.
• Commission fees and other funds subject to reimbursement by the Merchant in favor of the FREEDOM PAY System Operator may be withheld by the FREEDOM PAY System Operator from the funds subject to transfer in favor of the Merchant without acceptance.
18. The procedure for disconnection of a Merchant from the FREEDOM PAY System consists of the following conditional stages:
• Agreement termination notification
• Blocking transactions
• Conducting mutual settlements
• Closing access to the Personal Account
• Storing documents
19. Agreement termination notification:
• The party initiating disconnection from the FREEDOM PAY System sends the other Party an Agreement termination notification in accordance with the requirements of the Agreement, indicating the date and reasons (if any) for such termination.
• The termination period is set out in accordance with the Agreement.
20. Blocking transactions:
• The party initiating disconnection from the FREEDOM PAY System blocks transactions through the FREEDOM PAY System from the date of sending the Agreement termination notification.
• The Party that has received an Agreement termination notification blocks transactions via the FREEDOM PAY System from the date of receipt of such notification, unless otherwise specified in the Special Conditions.
21. Settlements:
• Once the transactions through the FREEDOM PAY System are blocked, the parties will perform reconciliation and subsequent mutual settlement within the terms and under the conditions specified in the Agreement.
• Settlements are conducted once a week, unless otherwise specified in other terms.
22. Closing access to the Personal Account:
• The Agreement shall be considered terminated provided that the parties complete mutual settlements and fulfill the obligations assumed hereunder.
• After termination of the Agreement, the FREEDOM PAY System Operator blocks the Merchant's access to the Personal Account in the FREEDOM PAY System.
23. Storage of data and documents:
• After termination of the Agreement, the FREEDOM PAY System Operator will store the Merchant's data and documents for the period established in accordance with the Special Conditions and other Applicable Requirements.
24. Requirements for the provision of Services are determined by the following:
• Rights and obligations of the Parties
• Liability of the Parties
• Confidentiality
• Dispute resolution
• Requirements for the Merchant to use the FREEDOM PAY System
25. Rights and obligations of the Parties are determined by the following:
• Rights of the Merchant
• Obligations of the Merchant
• Rights of the FREEDOM PAY System Operator
• Obligations of the FREEDOM PAY System Operator
26. Rights of the Merchant:
• Use the functionality of the FREEDOM PAY System after the FREEDOM PAY System Operator provides access to the Personal Account;
• Receive technical and information support from the FREEDOM PAY System Operator in connection with the use of the FREEDOM PAY System;
• Post information about cooperation with the FREEDOM PAY System Operator, including the logo, trademark, brand name or other means of individualization of the FREEDOM PAY System Operator in the Merchant’s infrastructure in accordance with the Applicable Requirements, subject to prior approval by the Parties;
• Terminate interaction with the FREEDOM PAY System in accordance with the Applicable Requirements;
• File claims and demand compensation for actual damages in the event of violation of the Applicable Requirements by the FREEDOM PAY Operator;
27. Obligations of the Merchant:
• Use the FREEDOM PAY System in accordance with the terms and conditions of the Agreement and the Applicable Requirements;
• Provide the FREEDOM PAY Operator with reliable data and information required in connection with the use of the FREEDOM PAY System, including connection to and disconnection from the FREEDOM PAY System;
• Ensure and be responsible for the confidentiality of your identifier (login) and password for access to the Personal Account;
• Immediately notify the FREEDOM PAY System Operator of any suspected unauthorized use of the identifier and password for access and functionality in the Merchant's Personal Account;
• Ensure and be responsible for the security of the infrastructure used when interacting with the FREEDOM PAY System;
• Provide assistance and all necessary information when conducting investigations in accordance with the Applicable Requirements;
• Avoid using the FREEDOM PAY System for illegal purposes in accordance with the Applicable Requirements, including, but not limited to, taking actions that mislead other persons regarding the Services provided by the FREEDOM PAY System Operator and that may directly or indirectly damage the business reputation of the FREEDOM PAY System Operator;
• Independently account for income from transactions in the FREEDOM PAY System and pay taxes in accordance with the legislation of the jurisdiction;
• Avoid a negative balance of funds in the FREEDOM PAY System;
• Bear full responsibility for cancelled and/or disputed transactions carried out in the FREEDOM PAY System;
• Reimburse, at the request of the FREEDOM PAY System Operator, confirmed actual damages incurred as a result of the Merchant's violation of the Applicable Requirements, including penalties imposed by the Payment System within 180 (one hundred eighty) calendar days from the date of termination of the Agreement;
• Independently resolve any claims other than those directly related to the violation by the FREEDOM PAY System Operator of its obligations under the Agreement;
• Post information on the terms of transactions provided by the FREEDOM PAY System Operator;
• Restrict transfer of its rights and obligations under the Agreement to a third party that is not a Party to the Agreement without the written consent of the FREEDOM PAY System Operator;
• Promptly inform in writing about all changes that are essential for the full and timely fulfillment of obligations under the Agreement;
• Record suspicious transactions, including within the framework of the CFT/LPD measures, and immediately inform the FREEDOM PAY System Operator about them.
In accordance with the requirements of the applicable legislation of the Kyrgyz Republic regulating issues of combating the financing of terrorism and the legalization ("laundering") of proceeds from crime, the Merchant, at the request of the Operator, within 3 (three) business days shall provide information and documents related to the transactions carried out by the Merchant. If the Merchant fails to provide the information and/or documents required to conduct proper verification of the Client, the Operator shall make one of the following decisions:
- suspends business relations with the Merchant (refuses to connect to the system);
- suspends or terminates and cancels the concluded Agreement with the Merchant;
- restricts the Merchant's operations (transactions).
28. Rights of the FREEDOM PAY System Operator:
• Use the data and information provided by the Merchant to provide Services;
• Post information about cooperation with the Merchant, including the logo, trademark, company name or other means of individualization of the Merchant in the means and resources used by the FREEDOM PAY System Operator in accordance with the Applicable Requirements, subject to prior approval by the Parties;
• Determine and amend the terms of the Agreement, the procedure and conditions for operation, as well as the functionality of the FREEDOM PAY System in accordance with the Applicable Requirements;
• Modify, expand or limit the functionality of the Merchant's Personal Account, as well as block the Merchant's access to the Personal Account in accordance with the Applicable Requirements;
• Suspend the operation of the FREEDOM PAY System and/or the provision of Services in the event of detection of any malfunctions, errors and failures, or violation of the Applicable Requirements by the Merchant, and for the purpose of preventing unauthorized access, suspicious or fraudulent transactions;
• Request data and information from the Merchant, and take other measures necessary in connection with the provision of Services;
• File claims and demand compensation for actual damages in the event of a violation of the Applicable Requirements by the Merchant;
• Charge the commission fee stipulated by the Agreement;
• Write off the amounts of the Merchant’s unfulfilled obligations under the Agreement from the FREEDOM PAY System balance without acceptance;
• Perform all necessary measures related to the participants for combating the financing of terrorism and legalization (laundering) of proceeds from crime in cases determined by the legislation of the Kyrgyz Republic.
29. Obligations of the FREEDOM PAY System Operator:
• Ensure the round-the-clock uninterrupted operation of the FREEDOM PAY System, except for cases of suspension of the FREEDOM PAY System provided for in accordance with the Applicable Requirements;
• Immediately take the necessary measures to resume the operation of the FREEDOM PAY System and notify the Merchant of the reasons and terms of suspension of the FREEDOM PAY System;
• Ensure proper security conditions when conducting transactions, including confidentiality and protection of personal data in accordance with the Applicable Requirements;
• Provide information and technical support in connection with the provision of Services;
• Reimburse, at the Merchant’s request, confirmed actual damage incurred as a result of the violation of the Applicable Requirements by the FREEDOM PAY System Operator.
30. Chargeback, refunds to the Cardholder:
• If the FREEDOM PAY System Operator/Bank receives a Chargeback, the FREEDOM PAY System Operator shall submit a written request (in hard or electronic form) to the Merchant to provide documents confirming the fulfillment of obligations to supply goods/works/services.
• The Merchant shall provide the FREEDOM PAY System Operator with the documents requested by the FREEDOM PAY System Operator in accordance with the terms and conditions of the Agreement, within the period specified in the Special Terms of the Agreement.
• In the absence of the documents from the Merchant required to be submitted to the FREEDOM PAY System Operator/Bank in accordance with the terms of the Agreement, or in the event of failure to submit them within the period specified in Parts 1 and 2 of Clause 30 of the Agreement, or in the event that the Merchant agrees with the failure to fulfill or improper fulfillment by the Merchant of its obligations to the Cardholder, or in the event that the Transaction is indisputably recognized by the IPS/Bank as fraudulent, the FREEDOM PAY System Operator, at its own expense, shall return the Transaction amount to be returned to the Cardholder, and subsequently withhold this amount from the funds to be transferred to the Merchant's account. The Merchant hereby expresses its consent to the withholding by the FREEDOM PAY System Operator of the Transaction amount returned by the FREEDOM PAY System Operator or the Bank to the Cardholder from the funds to be transferred to the Merchant's account.
• Crediting of funds for Transactions to the Merchant's account by the FREEDOM PAY System Operator not mean final and indisputable recognition of the sanctioning of such Transactions. Such Transactions may be recognized as unauthorized in accordance with the legislation of the Kyrgyz Republic, the Agreement and the IPS rules. The Merchant hereby assumes all risks associated with the possible recognition of the Transaction as fraudulent and shall, in the event that the FREEDOM PAY System Operator receives Chargeback, unconditionally return the money to the FREEDOM PAY System Operator.
• In the event that the Bank or the FREEDOM PAY System Operator identifies Transactions, the authorized nature of which arouses suspicion in the Bank, the FREEDOM PAY System Operator, the FREEDOM PAY System Operator may suspend Payments for goods/works/services in the Merchant's Online Store using cards through the Internet Payment System of the FREEDOM PAY System Operator and the crediting of funds to the Merchant's account for such Transactions. The crediting of funds will be suspended for the period of investigation of the authorized nature of the Transactions, but not more than 180 (one hundred eighty) calendar days from the date of such Transaction.
• In the event that the IPS recognizes the unauthorized nature of the Transactions, before the IPS assigns sanctions to the Bank or the FREEDOM PAY System Operator, the FREEDOM PAY System Operator may, in order to ensure execution, not to transfer amounts to the Merchant's account for unauthorized Transactions.
• If, before the expiration of the periods stipulated by the IPS requirements for assigning sanctions for Transactions, such sanctions are assigned, the FREEDOM PAY System Operator shall reimburse the IPS for the amounts of unauthorized Transactions at the expense of the Merchant.
• If, upon expiration of the periods stipulated by the IPS requirements for the assigning sanctions for Transactions, such sanctions are not assigned to the FREEDOM PAY System Operator, or if the IPS recognizes the authorized nature of Transactions, the amounts for which are withheld by the FREEDOM PAY System Operator in accordance with this part of the Agreement, the FREEDOM PAY System Operator undertakes to return the withheld funds to the Merchant’s account.
• If the amount of Chargeback exceeds 1% (one percent) of the amount of all Transactions in relation to the Merchant preceding the date of exceeding the specified percentage ratio, the FREEDOM PAY System Operator may suspend the processing of Transactions (including crediting funds to the Merchant's accounts) for a period of up to 180 (one hundred eighty) calendar days.
• If information is reflected in the IPS reports on questionable card transactions and/or the amount of Chargeback for the Merchant's transactions exceeds 5% of the amount of all Merchant transactions for one year, the FREEDOM PAY System Operator may stop processing the Merchant's transactions, including crediting funds to the Merchant's account.
31. The liability of the Parties is determined as follows:
• Limitation of liability
• Force majeure
• Penalty
32. The FREEDOM PAY System Operator shall not be liable to the Merchant in the following cases:
• the Merchant providing access to the Personal Account to third parties or other violation of privacy obligations;
• the presence of malicious software when accessing the Personal Account and/or interacting with the FREEDOM PAY System;
• any disputes regarding transactions for the supply of goods, services or other transactions concluded by the Merchant using the FREEDOM PAY System;
• claims of tax, regulatory and law enforcement agencies against the Merchant regarding reporting or taxation on its transactions using the FREEDOM PAY System;
• temporary inoperability of the FREEDOM PAY System associated with failures and errors in the operation of hardware or software that did not occur due to intentional actions or inaction of the FREEDOM PAY System Operator (including, but not limited to, disconnection or damage to power supply and communication networks, failures in the operation of software, Internet providers, Payment systems, the Bank, other communication channels and utilities that are provided and serviced by third parties);
• failure to contact the Merchant due to the Merchant providing false data and information or failure to provide updated data and information;
• failure of the Merchant to familiarize itself with the current version of the terms and conditions of the Agreement or the Applicable Requirements;
• violation of the Applicable Requirements by the Merchant or the Merchant's clients;
• incorrect or erroneous formation of orders by the Merchant in the Personal Account;
• erroneous or incorrect transfer of the Payment Instruction to the FREEDOM PAY System Operator;
• incorrect completion and/or transfer of incorrect data of the Payment Instruction to the FREEDOM PAY System Operator;
• indirect losses that exceed the actual damage, including: lost profits from loss and/or non-receipt of contracts, clients, time, data, reputation or other resources;
• inaccuracy of information posted on the Merchant's information resources.
33. Force Majeure Circumstances:
• The Parties shall be released from liability for partial or complete failure to fulfill obligations under the Agreement if such failure was a consequence of force majeure events, which include events that the Parties could not foresee or prevent, including, but not limited to: natural disasters, military actions, strikes, mass riots, other circumstances that entail equipment failures, software failures and data transmission system failures, as well as the issuance of acts by government bodies, the entry into force of legislative acts, governmental regulations, orders of government bodies and administration that are mandatory for one of the Parties and impede the fulfillment of obligations under the Agreement.
• In the event of force majeure circumstances, each Party that fails to fulfill its obligations under the Agreement shall be obliged to take measures to notify the other Party in writing within 7 (seven) calendar days from the date of occurrence of such circumstances.
34. Penalty:
• If the Merchant fails to send the FREEDOM PAY System Operator a signed Service completion certificate or relevant comments within the specified period, the FREEDOM PAY System Operator may demand that the Merchant pay a penalty in the amount of 0.1% (zero point one percent) from the amount of the commission fee specified in the Service completion certificate for each calendar day of delay. The Merchant shall pay the FREEDOM PAY System Operator the specified penalty within 3 (three) business days from the date of receipt of the relevant request. Submitting a request for payment of the penalty is a right, rather than an obligation of the FREEDOM PAY System Operator.
35. Privacy:
• The Parties undertake not to disclose information received during the execution of the Agreement that is confidential for each of the Parties, except of responsible persons of the Parties authorized to receive and transmit information on behalf of each of the Parties in connection with the fulfillment of obligations under the Agreement. Confidential information as per the Agreement means information that is not publicly available, the disclosure of which may lead to losses and/or affect the business reputation of either Party, including information about clients, amounts and volumes of transactions, commission fees and other trade information of the Parties.
• Entry into the Agreement and the subject of the Agreement shall not be deemed confidential.
• Confidential information may be provided to third parties only in the manner established by the Applicable Requirements, for the fulfillment of the terms and conditions of the Agreement or upon prior written agreement with the Party whose information may be disclosed (with a detailed indication of the nature of the information, indication of the third party, purposes, reasons and other material matters related to the information).
• In the event of termination of the Agreement, the Parties undertake not to disclose or use in their own interests and/or in the interests of third parties the information received without the written permission of the relevant Party that provided the information.
36. The Parties shall not disclose the information received during the Dispute Resolution:
• In all matters not provided for by the terms of the Agreement, the Parties shall follow the Regulatory Legislation defined in the Special Conditions.
• All disputes and discrepancies arising from or in connection with the Agreement shall, if possible, be resolved through negotiations between the Parties.
• If the Parties fail to reach an agreement, disputes and discrepancies shall be resolved in the court determined in the Special 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 disputes and discrepancies related to the Agreement.
37. Duration and termination of obligations:
• Unless otherwise specified in the Special Conditions, the Agreement is concluded for an indefinite period.
• The Parties undertake to immediately notify each other of changes in their bank and postal details, as well as of any changes in their legal status that may significantly affect the fulfillment of obligations by the Parties to the Agreement. Until the receipt of the notification, obligations fulfilled according to the details provided earlier shall be considered to have been fulfilled properly.
• Unless otherwise specified in the Special Conditions, the Agreement may be terminated at the initiative of either Party by sending the other Party a written notice, duly sealed and signed by an authorized person, of the intention to terminate the Agreement at least 30 (thirty) calendar days before such termination.
• The Agreement shall be considered terminated provided that the Parties fulfill all obligations under the Agreement. In this case, the Merchant’s obligations to compensate the FREEDOM PAY System Operator for confirmed actual damages for penalties imposed by the Payment Method as a result of the Merchant’s violation of the Applicable Requirements shall remain in force for 180 (one hundred eighty) calendar days from the date of termination of the Agreement.
38. Requirements for the Merchant to use the FREEDOM PAY System are determined by the following:
• List of prohibited GWS
• Merchant’s infrastructure requirements
39. List of prohibited GWS:
• software containing source code that is aimed at illegal use of data and information and/or harm to the user (including, but not limited to: hacking of user account; unauthorized violation of the integrity and/or deletion and/or modification and/or copying of data and information);
• any products or services that violate the public morality norms and public order (including, but not limited to: prostitution and pornographic materials; materials aimed at promoting interethnic, ethnic, racial or religious hatred, discrimination, violence, terrorism, causing harm; distribution of information that violates the confidentiality, honor, 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, as well as state, commercial, banking and other protected information;
• any products or services provided without the required permits (licenses);
• any products or services aimed at the legalization (laundering) of proceeds and (or) other property obtained by criminal means;
• other GWS prohibited according to the Applicable Requirements.
40. Merchant’s infrastructure requirements:
• website, user application, terminal and other Interaction Interfaces between the Merchant and the user (hereinafter referred to as the Interaction Interfaces) must function in accordance with the purpose declared to the user;
• the interaction interfaces shall contain the current Merchant's contact information (phone numbers, email, other means of communication with employees; legal name of the entity; legal, postal, and actual location addresses);
• the interaction interfaces shall not contain advertising materials or links leading to external resources related to prohibited GWS;
• the GWS displayed in the interaction interfaces shall correspond to the GWS specified by the Merchant in the questionnaire filled out when entering into the Agreement;
• the interaction interfaces shall indicate the description and prices of the GWS;
• the description and prices of the GWS displayed in the interaction interfaces shall correspond to the current description and prices of GWS supplied, including within the framework of the Merchant's transfer of data to the FREEDOM PAY System;
• interaction interfaces shall contain up-to-date goods delivery terms, including terms regarding the return of goods, as well as information on the terms of transactions provided for placement by the FREEDOM PAY System Operator;
• interaction interfaces shall support measures necessary to prevent fraudulent transactions.
Special Conditions
Special conditions were defined to supplement the General Conditions depending on the conditions of the Bank and the Regulatory Legislation.