1.         DEFINITIONS

Unless otherwise defined, capitalised words and phrases used in this Agreement shall have the following meaning:

1.1.         ‘Account’ means a record maintained by APISO against which Transactions effected by the CLIENT via Cards are recorded, and against which funds held on deposit by the APISO Financial Service Provider are reconciled.

1.2.         ’Affiliate‘ means an individual, association, partnership, corporation or joint-stock company, trust or other business entity (collectively referred to as a ‘Person’) that is an affiliate of any other Person that (i) directly or indirectly owns more than twenty percent (20%) of the voting power of all classes of voting stock of any such Person that is a corporation or (ii) owns more than twenty percent (20%) of the beneficial interests in income and capital of an entity other than a corporation.

1.3.         ‘Agreement’ means this Agreement and all Schedules and attachments hereto as amended, modified and supplemented from time-to-time.

1.4.         ‘APISO Brand’ means the APISO brand mark and any other trademarks, trade names, insignia, logos, symbols, or decorative designs owned, licensed, or otherwise used by APISO or its Affiliates, as expressly identified in Schedule D.

1.5.         ‘APISO Financial Service Provider(s)’ means licensed and regulated institutions providing regulated financial services to APISO and the CLIENT in connection with the delivery of Processing Services and such other service as provided for hereunder, as the case may be.  For avoidance of doubt, Infinios Financial Services B.S.C.(c) (’Infinios’) is an APISO Financial Service Provider.

1.6.         ‘APISO IP’ has the meaning defined in Section 8.1 of this Agreement.

1.7.         ‘Availability’ means the period of time that Transactions are processed during a Monthly Period. Availability shall be calculated as the Monthly Availability Time minus Monthly Outage Time divided by Monthly Availability Time.

1.8.         ‘BIN’ means ‘Bank Identification Number’ and is a number assigned to a Financial Institution by a Card Association for the purposes of identifying and routing electronic payment transactions.

1.9.         ‘Bylaws‘ means any and all of the operating rules, bylaws and laws of Card Associations, Financial Institutions’ procedures and standards, applicable federal laws, and any regulations and guidance from any Regulatory Authority, as may from  time-to-time be amended, modified, or supplemented to which a Party or the Parties may be subject to under the terms of or independently of this Agreement.

1.10.      ‘Card’ means any card, virtual card number, mobile telephone, contactless enabled device or other hardware or software device that accesses and performs Transactions against an Account.

1.11.      ‘Card Association’ means (i) VISA International, Inc. (‘VISA’), (ii) MasterCard International Incorporated (‘MasterCard’), (iii) any other card-sponsoring organisation or association that contracts with Financial Institutions to switch and/or settle transactions effected with Cards by the CLIENT, and (iv) any successor organisation or association to any of the foregoing organisations or associations.

1.12.      ‘Charges’ means any and all amounts payable by CLIENT to APISO under the terms of this Agreement including, but not limited to, the charges set forth in Schedule A attached hereto and which forms part of this Agreement.

1.13.      ‘CLIENT Brand’ means the CLIENT trademark and any other trademarks, trade names, brands, insignia, logos, symbols, or decorative designs owned, licensed, or otherwise used by CLIENT or its Affiliates for their respective Products or otherwise from time-to-time.

1.14.      ‘Confidential Information’ has the meaning defined in Section 15.1 of this Agreement.

1.15.      ‘Credit Facility(ies)’ means any credit line, overdraft or other form of lending provided to CLIENT by a Financial Institution in connection with CLIENT’S use of the Processing Services.

1.16.      ‘Data Element’ means any unique combination of words, numerals, codes, or graphics transmitted by or through the Transaction Processing Platform or a host computer connected to the Transaction Processing Platform.

1.17.      ‘Documentation’ means any and all information including but not limited to specifications, technical data, instructions, explanations, diagrams, schematics, pictures, photographs, screen shots, training manuals, and other literature in any and all hard copy and/or soft copy formats that describes or is associated with the System and the Transaction Processing Platform or usage of the same that may be provided by APISO to CLIENT under the terms of this Agreement.

1.18.      ’Effective Date’ means the date on page 1 of this Agreement at which APISO shall commence providing the Services and CLIENT shall become liable for the Charges.

1.19.      ‘Excusable Downtime’ includes any time during and/or resulting from: (a) APISO maintenance; (b) Outages to the extent requested or caused by CLIENT or one acting on CLIENT’s behalf; (c) acts or omissions of CLIENT, Agents or third parties; (d) unavailability of elements of the Processing Services provided by third-party suppliers not under the direction or control of APISO; (e) loss of service due to problems with services beyond the APISO points of demarcation; and (f) any event as described in Section18.6. APISO will be relieved of responsibility for any Service Level Default(s) and any associated Service Level Credits to the extent APISO’s failure to meet such Service Level(s) is attributable to Excusable Downtime.

1.20.      ‘Financial Institution’ means a bank or financial services institution that provides Credit Facility(ies).

1.21.      ‘Go Live Date’ shall be the date that the System is ready to commence the Processing Services as specified in Section 4.2 of this Agreement.

1.22.      ‘Intellectual Property Rights’ means any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) (including logos, “rental” rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).

1.23.      ‘Load’, ‘Loading’ or ‘Reloading’ means the act of placing money on an Account through various means. Loading may occur through CLIENT or through a Service Center.

1.24.      ‘Merchant’ means any automatic teller machine or establishment (including stores, shops, restaurants, hotels, airlines, transportation providers and others), wherever located, which accept cards issued by Card Associations.

1.25.      ‘Monthly Availability Time’ means the total number of minutes in the Monthly Period (and adjusted for Monthly Outage Time).

1.26.      ‘Monthly Outage Time’ means the total number of minutes of all Outages in a Monthly Period.

1.27.      ‘Monthly Period’ means the period of time beginning the first day of any given month, starting at 12:00:00 am, to the last day of that month, at 11:59:59 pm.

1.28.      ‘Outage’ means any time after the Effective Date when the Processing Services are not available unless during or due to: (a) Excusable Downtime; (b) any acts or omissions by CLIENT, including breach of this Agreement; (c) impossibility of performance (as defined in Section 18.6 of this Agreement). An Outage begins when APISO is notified of it and ends when Availability is restored.

1.29.      ‘Payment Network’ means any Card Association, electronic funds transfer (EFT) network, remittance network, and any other organisation or association that routes Transactions performed using Cards or otherwise links to the System for the processing of Transactions.

1.30.      ‘PCI Standards’ means, collectively, those applicable (i) the Payment Card Industry Data Security Standards (PCI-DSS), (ii) PIN Security Requirements, (iii) PIN Entry Device Security Requirements, (iv) Encrypting PIN PAD (EPP) Security Requirements, and (v) Payment Application Data Security Standard (PA-DSS), and the same as may be revised from time-to-time.

1.31.      ‘Processing Services’ means the use of the Transaction Processing Platform, to be provided by APISO or APISO in conjunction with an APISO Financial Service Provider for or on behalf of CLIENT as set forth under Section 4.1 of this Agreement to facilitate use of Products.

1.32.      ‘Products’ means financial services products and related services, including but not limited to the provision of Accounts and Cards which utilise the Processing Services to enable the CLIENT to make payments to Merchants.

1.33.      ‘Program Management Services’ means services provided by APISO or APISO in conjunction with an APISO Financial Service Provider to CLIENT in addition to the Processing Services to assist CLIENT in using the Products including but not limited: to consultancy; introductions to and liaison with the APISO Financial Service Provider, Payment Networks, and Regulatory Authorities; business process engineering; financial control and reconciliation; and operational support services.

1.34.      ’Regulatory Authority’ means, as the context requires and as they may have jurisdiction over one or more parties to this Agreement: the Central Bank of Bahrain or other financial services regulator; the Telecommunications Regulatory Authority or other communications regulator; or any other ministry, government department, or other any agency having jurisdiction over APISO Financial Service Providers, APISO or the CLIENT.

1.35.      ‘Revenue Share’ means any sums agreed to by both APISO and the Bank Sponsor that will be paid to CLIENT as set forth in Schedule A of this Agreement.

1.36.      ‘Service Level’ means the level of performance in the provision of particular Processing Services that shall be measured using the Service Level Agreement attached hereto in Schedule C.

1.37.      ‘Service Level Credit’ means a percentage of the relevant month’s Charges or a monetary amount to be credited to CLIENT within sixty (60) days of the end of the Monthly Period during which the relevant Service Level Credit was earned in accordance with Section 4.3 below. Service Level Credits may not be redeemed for cash or used in any manner other than as specifically set forth in this Agreement.

1.38.      ‘Service Level Default’ will be deemed to have occurred whenever APISO’s level of performance for a particular Service Level fails to meet the Service Level so designated in Schedule C of this Agreement.

1.39.      ‘System’ means the application software forming part of the Transaction Processing Platform provided by APISO or APISO in conjunction with an APISO Financial Service Provider to facilitate the Processing Services under the terms of this Agreement.

1.40.      ‘Territory’ means any other countries or legal jurisdictions where the CLIENT may operate.

1.41.      ‘Term’ has the meaning defined in Section 12 of this Agreement.

1.42.      ‘Transaction’ means any request, query, credit, debit or other instruction received from a Customers using the Processing Services or from a Payment Network or other internal or external source that is processed by the Transaction Processing Platform.

1.43.      ’Transaction Processing Platform’ means APISO’s or APISO acting through an APISO Financial Service Provider, data processing function, the provision of BIN(s) utilized in the provision of Processing Services, the issuance of Cards, management of CLIENT funds, and performance of settlement with Payment Networks, including all of the capabilities, services, and System which APISO will deploy and which have sufficient capabilities to meet the specification of the Products.

1.44.      ‘Variable Data Elements’ are parts of the Data Element which vary from one transaction to another.