“Capital Pay” System Accession Agreement

1. The scope of Services is determined by the following:

• Specifics of the Accession Agreement;

• Definitions and interpretations of terms used.

2. This Agreement has the following characteristics:

• The terms of the Agreement are defined by the System Operator in a standard form and must be accepted by the Merchant by acceding to this Agreement in full, without exceptions or limitations.

• The Agreement consists of General and Special Terms and Conditions.

• The General Terms and Conditions are defined and applicable regardless of the Governing Law.

• The Special Terms and Conditions supplement the General Terms and Conditions depending on the Governing Law.

• In the event of any conflict between the General and Special Terms and Conditions, the Special Terms and Conditions shall prevail.

• Documents forming integral parts of the Agreement include the Merchant’s questionnaire and other documents specified in the Special Terms and Conditions and shall prevail in reverse order of their listing.

• The System Operator may unilaterally amend the terms of the Agreement for the purpose of: improving the quality and availability of the Services; ensuring the effectiveness and reliability of the System; and complying with the Governing Law, rules and terms of payment methods, and any amendments thereto.

• Unless otherwise provided in the Special Terms and Conditions, changes to the Agreement shall become effective upon publication of the updated version of the Agreement on the System Operator’s website or in the Merchant’s Personal Account, in the section relating to available payment methods and service fees.

3. The following terms shall have the meanings defined below:

• System Operator – a legal entity which, in accordance with the Governing Law, ensures the operation, use, and accession to the System.

• Capital Pay System – a hardware-software complex and related means and resources used by the System Operator to provide Services.

• Service – services that provide informational and technological interaction between the beneficiary (Merchant) – an individual entrepreneur or legal entity – and the payment service provider (Bank) when the latter transfers funds to the beneficiary based on payments received from payers, without involving third parties.

• Payment Instruction – a request to execute a transaction for payment acceptance or payout related to a specific Order.

• Payment Acceptance – acceptance and processing of a payment from the Sender in favor of the Merchant.

• Payout – execution of the Merchant’s instruction to make a transfer in favor of the Recipient.

• Transaction – a payment acceptance or payout transaction.

• Order – Goods, Works or Services to be delivered by the Merchant.

• GWS – Goods and/or Works and/or Services offered through the Merchant’s infrastructure.

• Merchant – a legal entity or an individual operating without forming a legal entity (individual entrepreneur), which arranges and executes Orders in accordance with the Governing Law.

• Sender – an individual or legal entity that has placed an Order using the payment acceptance Service.

• Recipient – an individual or legal entity that has placed an Order using the payout Service.

• Means and Resources – organizational, informational, technological, material, intellectual, labor, financial, legal, and other means and resources, including but not limited to: website, premises and equipment, information system, personnel, funds, registration, licenses, contractual relationships, rules, standards, etc.

• Merchant Infrastructure – means and resources used by the Merchant to ensure performance.

• Participants of Settlements – Sender, Recipient, Merchant, Bank, System Operator, and other parties involved in settlements, if applicable.

• Payment Method – a set of means and resources under a specific trade mark used for authorizing and conducting transactions between settlement participants, including the legal entity (bank or other organization) representing the Payment Method in its relationship with the System Operator and under the Agreement.

• Bank – a second-tier bank of the Republic of Kazakhstan that performs acceptance and payout of funds to Merchants when cardholders purchase Goods/Works/Services on the Merchant’s website using payment cards (or card details) under the terms of an internet acquiring agreement.

• Agreement – this Accession Agreement to the Capital Pay System, published on the System Operator’s website, including the General Terms, Special Terms, and other integral documents.

• Personal Account – a dedicated section for the Merchant within the System Operator’s platform, providing access to transaction details and other features of the System.

• Governing Law – the law of the country defined in the Special Terms for regulating the relations between the Parties under the Agreement.

• Party – either the System Operator or the Merchant, depending on the context.

• Parties – the System Operator and the Merchant collectively.

• International Payment Method (IPM) – a payment method that supports card authorization and acceptance under trademarks such as Visa, MasterCard. Other international and national methods may also be indicated, including but not limited to Union Pay, American Express, Diners Club, JCB, etc.

• Applicable Requirements – the Governing Law, rules and standards of the payment methods in use, internal regulations of the System Operator, contractual obligations including the Agreement.

• Internal Regulations (IR) – internal normative documents.

• Transaction Register – a report automatically generated by the System Operator indicating the amounts and other data of transactions during the reporting period.

• Card, Payment Card – a tool providing access to bank account management, containing data allowing the cardholder to make payments, transfers, withdraw cash from ATMs, and perform other transactions as defined by the issuing bank and its terms.

• POS Terminal – an electronic-mechanical device used to accept payments via a payment card.

• Other Terms – terms defined in the Special Terms and other documents forming parts of the Agreement.

4. The procedure for the provision of Services is determined as follows:

• Connection of the Merchant to the System;

• Execution of settlements;

• Disconnection of the Merchant from the System.

5. The procedure for connecting the Merchant to the System consists of the following conditional stages:

• Application registration;

• Access to the Personal Account;

• Completion of the questionnaire;

• Submission of the document package;

• Verification;

6. Application registration:

• The Merchant initiates connection to the System by submitting an application via the appropriate functionality on the System Operator’s website.

• The System automatically registers the Merchant’s application and sends confirmation to the email address provided in the application.

7. Access to the Personal Account:

• The confirmation of application registration contains instructions, a login ID, and password for accessing the Merchant’s Personal Account in the System.

• Following the instructions, the Merchant logs in to the Personal Account and proceeds to complete the questionnaire.

8. Completion of the questionnaire:

• The Merchant completes the questionnaire in the Personal Account by entering data in accordance with the Governing Law and the requirements of the Agreement.

• To assist in completing the questionnaire, the Merchant may contact the System’s support service using the contact details provided in the confirmation or on the System Operator’s website.

• To assist with completion, the System Operator may contact the Merchant using the contact details provided in the application.

9. Submission of the document package:

• The Merchant submits to the System Operator the required package of documents based on the completed questionnaire, as indicated in the Personal Account.

• The initial submission of documents is done by uploading scans or copies of the original documents to the Personal Account.

10. Verification:

• The System Operator verifies the completeness and compliance of the questionnaire and document package with the Applicable Requirements.

• If necessary under the Applicable Requirements, the System Operator may request missing or additional documents from the Merchant.

• The System Operator informs the Merchant of the verification results.

11. Accession to the Agreement:

• In the event of a positive verification result, the Merchant accedes to the Agreement.

• Unless otherwise expressly stated in the Special Terms, submission of the questionnaire, document package, and other required documents—constituting integral parts of the Agreement and certified in accordance with Applicable Requirements—shall be deemed acceptance of the Agreement.

• The Agreement enters into force upon the System Operator's registration of the fact of submission by the Merchant of all documents constituting integral parts of the Agreement, duly certified and matching the positive verification result.

12. Integration:

• The System Operator provides the Merchant with documentation for System integration and, if necessary, assists the Merchant with integration.

• The Merchant carries out integration with the System in accordance with the documentation received.

13. Configuration of transaction processing parameters:

• The System Operator configures the Merchant’s transaction processing parameters in accordance with the terms of the Agreement and Applicable Requirements.

• The System Operator provides the Merchant with virtual and/or physical equipment (including electronic and/or physical POS terminals), as required under the Services.

14. Testing:

• The System Operator initially enables the test mode for transaction processing.

• The Merchant conducts test transactions using the System, reports identified errors to the System Operator, and corrects any errors on the Merchant's side.

• The System Operator corrects identified errors and notifies the Merchant of any issues found on the Merchant's side.

15. Activation of the live mode:

• After configuring transaction processing parameters, the System Operator enables the Merchant’s transition to the live transaction mode in the System.

16. Execution of settlements:

• The System Operator collects funds from accepted Payments in favor of the Merchant into the System Operator’s transit account specified in the Special Terms of the Agreement, via the System.

• The System Operator transfers funds from accepted Payments to the Merchant’s settlement account, as specified in the completed and signed questionnaire, minus the Operator’s commission and in accordance with the timeframes and terms set forth in the Agreement.

• Payout operations are made using the Merchant’s balance in the System, which is replenished by the Merchant via transfer to the System Operator’s transit account specified in the Agreement. Balance top-up is completed within 3 (three) business days from receipt of funds in the System Operator’s transit account.

• The System Operator issues to the Cardholder an electronic document confirming the transaction and the Operator’s fee charged.

• The System Operator’s commission for Payment acceptance and Payout operations is a percentage of the accepted Payments and Payout amounts, as specified in the Special Terms of the Agreement, and is calculated based on Registers automatically generated by the System.

• The System Operator’s commission withheld for a Payment subsequently refunded is not subject to refund to the Merchant.

• By the 10th (tenth) day of the month following the reporting month, the System Operator generates and sends to the Merchant, in electronic format, an Act of Services Rendered based on the Registers.

• Within 10 (ten) business days from receiving the Act, the Merchant must reconcile the data in the Registers. If there are no objections, the System Operator signs and sends the Merchant 2 (two) signed copies of the Act and an invoice for the commission amount.

• The Merchant shall sign and return 1 (one) signed copy of the Act within 5 (five) business days after receipt. The second copy remains with the Merchant.

• If the Merchant disagrees with the Register data, the Merchant must, within 5 (five) business days, submit a reasoned objection and supporting documents for reconciliation.

• Within 5 (five) business days after receiving the Merchant’s objection, the System Operator must reconcile discrepancies. If discrepancies are confirmed, a corrected Act is issued. Thereafter, the Parties act in accordance with subclauses 7 and 8 of clause 16.

• If the Merchant fails to provide either the signed Act or a reasoned objection within 10 (ten) business days, the Act is deemed accepted, and the services rendered by the System Operator are considered duly performed.

17. Procedure for Merchant Disconnection from the System consists of the following conditional stages:

• Notification of Agreement termination;

• Blocking of transactions;

• Return of equipment;

• Settlement of mutual obligations;

• Closure of access to the Personal Account;

• Document retention.

18. Notification of Agreement Termination:

• The Party initiating the disconnection from the System shall send the other Party a notification of Agreement termination in accordance with the Agreement requirements, indicating the date and grounds (if any) for such termination.

• The termination period shall be determined in accordance with the Agreement requirements.

19. Blocking of transactions:

• The Party initiating the disconnection from the System shall block the execution of transactions through the System from the date the notification of Agreement termination is sent.

• The Party receiving the termination notification shall block the execution of transactions through the System from the date of receipt of such notification, unless otherwise specified in the Special Conditions.

20. Return/Disconnection of Equipment:

• The Merchant shall return and/or disconnect from the equipment (including both electronic and physical POS terminals) provided by the System Operator as part of the Services.

21. Settlement of Mutual Obligations:

• After the blocking of transactions via the System, the Parties shall reconcile and subsequently settle accounts within the time frame and under the conditions defined in the Agreement.

• The Merchant shall return any physical equipment (POS terminals) previously received from the System Operator as part of the Services.

22. Closure of Access to the Personal Account:

• The Agreement shall be deemed terminated upon the Parties completing all settlements and fulfilling their obligations under it.

• After the Agreement termination, the System Operator shall block the Merchant's access to the Personal Account in the System.

23. Retention of Data and Documents:

• After termination of the Agreement, the System Operator shall retain the Merchant’s data and documents for the period established in accordance with the Special Conditions and other Applicable Requirements.

24. Service Provision Requirements are determined by the following:

• Chargeback, refund to Cardholder;

• Liability of the Parties;

• Confidentiality;

• Dispute resolution;

• Merchant requirements for using the System.

25. Rights and Obligations of the Parties are defined by the following:

• Merchant’s Rights;

• Merchant’s Obligations;

• System Operator’s Rights;

• System Operator’s Obligations.

26. Merchant’s Rights:

• To use the System’s functionalities after access to the Personal Account is granted by the System Operator;

• To receive technical and informational support from the System Operator related to the use of the System;

• To publicly disclose cooperation with the System Operator, including the use of its logo, trademark, trade name, or other means of individualization within the Merchant’s infrastructure, in accordance with Applicable Requirements and subject to prior approval by the Parties;

• To terminate interaction with the System in accordance with Applicable Requirements;

• To raise claims and demand compensation for actual damages in the event of the System Operator’s breach of Applicable Requirements;

• To use electronic and/or physical equipment (including POS terminals) provided by the System Operator under the Services in accordance with Custodial Storage Conditions and other constituent documents of the Agreement;

27. Merchant’s Obligations:

• To use the System in accordance with the Agreement and Applicable Requirements;

• To provide accurate data and information to the System Operator necessary for using the System, including connection and disconnection processes;

• To ensure and be responsible for the confidentiality of the Personal Account login and password;

• To immediately notify the System Operator of any suspected unauthorized use of login, password, or Personal Account functionality;

• To ensure and be responsible for the security of the infrastructure used for interaction with the System;

• To assist and provide necessary information during investigations in accordance with Applicable Requirements;

• Not to use the System for illegal activities, including but not limited to misleading others about the Services provided by the System Operator, or any actions that may directly or indirectly harm the business reputation of the System Operator;

• To independently account for income from System transactions and pay taxes in accordance with the laws of the Merchant’s jurisdiction;

• Not to allow a negative balance of funds in the System;

• To be fully liable for cancelled and/or disputed transactions made through the System;

• To compensate the System Operator for verified actual damages incurred as a result of the Merchant’s breach of Applicable Requirements, including any penalties imposed by a Payment Method, within 180 (one hundred eighty) calendar days from the Agreement termination date;

• To independently resolve any claims not directly related to the System Operator’s breach of its obligations under the Agreement;

• To display information about transaction conditions as provided by the System Operator;

• Not to assign its rights and obligations under the Agreement to any third party not being a Party to the Agreement without the System Operator’s written consent;

• To timely notify in writing of any changes materially affecting the full and timely performance of obligations under the Agreement;

• To accept, store, and return any physical equipment (including POS terminals) provided by the System Operator as part of the Services in accordance with the Custodial Storage Conditions and other constituent documents of the Agreement.

28. System Operator’s Rights:

• To use the data and information provided by the Merchant to deliver the Services;

• To publicly disclose cooperation with the Merchant, including the use of its logo, trademark, trade name, or other means of individualization via the System Operator’s media and resources, in accordance with Applicable Requirements and subject to prior approval by the Parties;

• To define and amend the Agreement conditions, operating rules and procedures, and System functionalities in accordance with Applicable Requirements;

• To modify, expand, or restrict functionality of the Merchant’s Personal Account, and block Merchant’s access to the Personal Account in accordance with Applicable Requirements;

• To suspend the System’s operation and/or provision of Services in the event of faults, errors, failures, or breaches of Applicable Requirements by the Merchant, and for prevention or mitigation of unauthorized access or suspicious/fraudulent transactions;

• To request data and information from the Merchant, and take other measures necessary in connection with the provision of Services;

• To raise claims and demand compensation for actual damages resulting from Merchant’s breach of Applicable Requirements;

• To charge commission fees as provided in the Agreement;

• To write off, without acceptance, from the System balance the amounts of unfulfilled obligations of the Merchant under the Agreement;

• To inspect the Merchant’s compliance with the storage and usage rules for received equipment (including POS terminals) in accordance with the Custodial Storage Conditions and other constituent documents of the Agreement.

29. System Operator’s Obligations:

• To ensure uninterrupted 24/7 operation of the System, except for cases of suspension under Applicable Requirements;

• To promptly take necessary actions to resume System operation and notify the Merchant about the causes and expected timeframes for such suspension;

• To ensure adequate security during transactions, including confidentiality and protection of personal data in accordance with Applicable Requirements;

• To provide information and technical support in connection with the Services;

• To compensate the Merchant for verified actual damages incurred due to the System Operator’s breach of Applicable Requirements;

• To transfer to the Merchant any equipment (including POS terminals) to be provided under the Services in accordance with the Custodial Storage Conditions and other constituent documents of the Agreement.

30. Chargeback, Refund to Cardholder:

• If the System Operator / Bank receives a chargeback, the System Operator shall submit a written request (in paper or electronic form) to the Merchant to provide documents confirming fulfillment of obligations for the supply of goods/works/services.

• The Merchant shall provide the System Operator with the requested documents in accordance with the terms of the Agreement within the time frame specified in the Special Conditions.

• If the Merchant fails to provide the necessary documents for submission to the System Operator / Bank within the period specified above, or agrees with the fact of non-performance or improper performance of its obligations to the cardholder, or if the transaction is indisputably recognized as fraudulent by the Payment System/Bank, the System Operator shall, at its own expense, refund the transaction amount to the cardholder and subsequently withhold this amount from the funds payable to the Merchant. The Merchant hereby consents to such withholding.

• The crediting of funds to the Merchant’s account by the System Operator does not constitute final or undisputed recognition of the transaction’s authorization. Such transactions may later be recognized as unauthorized under the laws of the Republic of Kazakhstan, the Agreement, and Payment System rules. The Merchant assumes all risks related to such recognition and agrees to unconditionally refund the System Operator in the event of a chargeback.

• If the Bank or System Operator identifies transactions deemed suspicious, the System Operator may suspend payments for goods/services via the System in the Merchant's online store and withhold settlement of such transactions until the authorization status is investigated, for a period not exceeding 180 calendar days from the transaction date.

• If the Payment System recognizes the transaction as unauthorized prior to imposing penalties on the Bank or System Operator, the System Operator may refrain from transferring the disputed funds to the Merchant’s account.

• If, within the deadline set by the Payment System for imposing penalties, such penalties are imposed, the System Operator shall reimburse the Payment System for the unauthorized transaction amounts at the Merchant’s expense.

• If no penalties are imposed within the specified deadlines, or if the Payment System recognizes the transactions as authorized, the System Operator shall return the withheld funds to the Merchant’s account.

• If the chargeback amount exceeds 1% of the total amount of all transactions for the Merchant as of the date of such excess, the System Operator may suspend transaction processing (including crediting funds to the Merchant) for up to 180 calendar days.

• If the Merchant's transactions are reflected in Payment System reports as suspicious, and/or the chargeback volume exceeds 5% of the total annual transaction amount, the System Operator may cease transaction processing, including crediting funds to the Merchant’s account.

31. Liability of the Parties is determined as follows:

• Liability of the Parties

• Limitation of Liability

• Force Majeure

32. Liability of the Parties:

• The Merchant is fully responsible to the System Operator for the actions of persons who have access to manage the online store regarding Payments and Payouts made via the System in violation of the terms of the Agreement, as well as for actions directed against the System Operator and Settlement Participants.

• The System Operator is fully responsible to the Merchant for the actions of persons who have access to manage the System regarding Payments and Payouts made via the System in violation of the terms of the Agreement, as well as for actions directed against Settlement Participants.

• The Merchant is fully responsible for the losses caused to the System Operator and third parties as a result of non-compliance with Applicable requirements in its activities, including activities conducted via the System.

• The System Operator is fully responsible for the losses caused to third parties and the Merchant as a result of non-compliance with Applicable requirements in its activities, including activities conducted via its own System.

• In case the System Operator incurs any losses due to the actions or inactions of the Merchant concerning claims made by Cardholders due to the Merchant's failure to fulfill its obligations to Cardholders, the Merchant agrees to fully compensate these losses.

• In case the System Operator incurs any actual losses related to the actions or inactions of the Merchant due to improper or untimely performance of the Merchant’s obligations to the System Operator, the Merchant agrees to fully compensate these losses.

• The Parties are liable for the disclosure or loss of confidential information specified in the Agreement, in accordance with applicable requirements.

• The Merchant must compensate the System Operator for any losses incurred if such losses are related to the sale of Merchant’s Forbidden Goods, prohibited for sale in accordance with Applicable requirements and prohibited for sale via the Internet in accordance with the Rules of International Payment Systems.

• The Merchant must compensate the System Operator for fines and losses caused by fines in the framework of violations of the MPS due to the Merchant’s fault.

• If the actions of one Party result in damage (including actual damage and lost profits) and/or harm to the other Party’s business reputation, the responsible Party must compensate the harmed Party for the damages, the amount of which is indicated in the written claim submitted by the harmed Party and may be adjusted by an agreement signed by both Parties.

• The Parties shall agree on the procedure for compensation of losses and/or damage in each individual case.

33. The System Operator is not liable to the Merchant in the event of:

• Granting the Merchant access to the Personal Account to third parties or other violations of confidentiality obligations;

• Presence of malicious software when accessing the Personal Account and/or interacting with the System;

• Any disputes related to transactions for the supply of Goods or other transactions concluded by the Merchant using the System;

• Claims by tax, regulatory, and law enforcement agencies to the Merchant regarding reporting or taxation of transactions conducted via the System;

• Temporary unavailability of the System due to failures and errors in hardware or software, not caused by intentional actions or inactions of the System Operator (including but not limited to power outages and communication network failures, software failures, internet providers, payment systems, banks, and other communication channels serviced by third parties);

• Inability to contact the Merchant due to the provision of inaccurate data or information or failure to provide updated data and information;

• Failure by the Merchant to familiarize themselves with the current version of the Agreement or Applicable requirements;

• Violation by the Merchant or its clients of Applicable requirements;

• Incorrect or erroneous formation of instructions by the Merchant in the Personal Account;

• Erroneous or incorrect submission of Payment instructions to the System Operator;

• Incorrect completion and/or submission to the System Operator of incorrect Payment instructions;

• Indirect losses exceeding actual damage, including lost profits from the loss and/or non-receipt of contracts, clients, time, data, reputation, or other resources;

• Inaccuracy of information posted on the Merchant’s informational resources;

34. Force Majeure:

• The Parties are exempt from liability for partial or full non-performance of obligations under the Agreement if such non-performance results from force majeure circumstances, which are events that the Parties could not foresee or prevent, including: natural disasters, military actions, strikes, riots, other circumstances leading to equipment failure, software and data transmission system errors, as well as acts issued by state authorities, entry into force of legislative acts, government orders and decisions of state bodies that are mandatory for one Party and prevent the performance of obligations under the Agreement.

• In the event of force majeure circumstances, each Party not performing its obligations under the Agreement must take measures to notify the other Party in writing within 7 (seven) calendar days from the occurrence of such circumstances.

35. Confidentiality:

• The Parties undertake not to disclose any confidential information received during the execution of the Agreement, which is confidential for each Party, except for responsible persons of the Parties authorized to receive and transmit information on behalf of each Party related to the performance of obligations under the Agreement. Confidential information in the Agreement refers to non-public information, the disclosure of which could result in losses and/or affect the business reputation of either Party, including client information, transaction amounts and volumes, commission fees, and other commercial information of the Parties.

• The fact of concluding the Agreement and the subject of the Agreement are not considered confidential information.

• Confidential information may be provided to third parties only in accordance with Applicable requirements, to fulfill the terms of the Agreement or with prior written consent of the Party whose information may be disclosed (with detailed indication of the type of information, the third party, the purpose, reasons, and other significant matters concerning the information).

• Upon termination of the Agreement, the Parties undertake not to disclose or use the received information for their own purposes and/or for the benefit of third parties without the written permission of the respective Party that provided the information.

36. Dispute Resolution:

• In matters not covered by the terms of the Agreement, the Parties will be guided by the Regulatory legislation specified in the Special Conditions.

• Any disputes and disagreements arising out of or in connection with the Agreement will, if possible, be resolved through negotiations between the Parties.

• The procedure for submitting claims is provided by the Applicable requirements.

• If the Parties fail to reach an agreement, disputes and disagreements will be resolved in the court designated in the Special Conditions of the Agreement.

• The Parties agree that data and information provided by them in writing or electronically will be taken into account in the resolution of any disputes and disagreements related to the Agreement.

37. Term of Agreement and Termination of Obligations:

• Unless otherwise specified in the Special Conditions, the Agreement is concluded for an indefinite period.

• The Parties undertake to promptly notify each other of any changes to their bank and postal details, as well as any changes in their legal status that may significantly affect the performance of obligations under the Agreement. Until such notification is received, obligations performed based on previously provided details are considered duly fulfilled.

• Unless otherwise specified in the Special Conditions, the Agreement may be terminated at the initiative of either Party by sending a written notice, stamped and signed by an authorized person, of the intention to terminate the Agreement no less than 30 (thirty) calendar days in advance.

• The Agreement is considered terminated once the Parties have fulfilled all obligations under the Agreement. However, the Merchant's obligation to compensate the System Operator for confirmed actual losses due to penalties imposed by the Payment Method for violations of Applicable requirements remains in force for 180 (one hundred eighty) calendar days after termination of the Agreement.

• At the Merchant’s request, the Agreement may be suspended for a period not exceeding 10 (ten) calendar days. The suspension of the Agreement is subject to the System Operator’s written consent, which includes the terms for suspension and procedures for resumption of the Agreement.

• The Agreement may be terminated unilaterally by the System Operator without adhering to the deadlines specified in section 3, paragraph 37 of the Agreement if the payment services and the acquiring bank refuse to serve the Merchant’s Payment Acceptance and Payouts, regardless of the reason for such refusal.

• The Agreement may be terminated unilaterally by the System Operator without adhering to the deadlines specified in section 3, paragraph 37 of the Agreement in case of the Merchant's breach of its obligations under the Agreement.

• The Agreement may be terminated unilaterally by the System Operator without adhering to the deadlines specified in section 3, paragraph 37 of the Agreement if, in the process of reviewing the Merchant’s transactions, there are suspicions that the business relations under this Agreement are being used by the Merchant for money laundering (or other criminal activities) or financing terrorism.

• The Agreement may be terminated unilaterally by the Merchant without adhering to the deadlines specified in section 3, paragraph 37 of the Agreement in case of a breach by the System Operator of its obligations under the Agreement.

• In case of unilateral termination of the Agreement, the initiating Party sends a Termination Notice in writing by mail with acknowledgment of receipt or by courier. The Agreement is considered terminated from the moment such notice is received by the other Party.

• In the case of unilateral termination of the Agreement, the System Operator will disconnect the Merchant from the System on the day the Notice of Termination is delivered to the Party.

38. Requirements for the Merchant to use the System are as follows:

• List of Forbidden Goods

• Requirements for Merchant’s Infrastructure

39. List of Prohibited Goods and Services (PGS):

• Software containing code aimed at unauthorized use of data and information and/or harm to the user (including but not limited to: account hacking; unauthorized alteration, deletion, modification, or copying of data and information);

• Any products or services that violate public morals and order (including but not limited to: prostitution and pornographic materials; materials promoting ethnic, racial, or religious hatred, discrimination, violence, terrorism, harm to others; dissemination of information that violates the confidentiality, honor, dignity, and business reputation of individuals and legal entities);

• Illegal distribution of weapons, narcotics, psychotropic substances, and precursors;

• Any products or services related to the unlawful 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 money laundering and/or the legalizing of assets obtained through criminal activity;

• Other products and services prohibited under the Applicable requirements.

• The Interaction Interfaces must include descriptions and prices for PGS;

• Descriptions and prices for PGS displayed in the Interaction Interfaces must match the actual descriptions and prices for the supplied PGS, including in the data provided by the Merchant to the System;

• The Interaction Interfaces must contain up-to-date information about the conditions of PGS supply, including return conditions, and information about the conditions for conducting transactions as provided for posting by the System Operator.

The Parties agree that during the term of this Agreement, the Merchant consents to the following provisions:

• The System Operator reserves the unilateral right to immediately terminate this Agreement with the Merchant if any act or omission by the Merchant results in, or poses the risk of, reputational damage to any IPS. In such case, the System Operator shall notify the Merchant of the termination within three (3) business days from the date of the decision, providing a justification for such termination.

• The System Operator has the full right to disclose to the IPS any information about the Merchant obtained by the System Operator pursuant to this Agreement.

43. Under this Agreement, the Merchant additionally undertakes the following obligations:

• In the event of an investigation initiated by the IPS, Bank, System Operator, law enforcement agencies, or third parties engaged by the Bank/IPS/System Operator, related to criminal or administrative offenses involving Transactions under this Agreement, the Merchant agrees to provide any requested documentation and/or information to such parties and to fully cooperate for the purposes of the investigation. The scope and content of such information/documents to be provided to third parties must be pre-approved by the System Operator, unless disclosure is required under the laws of the Republic of Kazakhstan.

• The Merchant shall not submit an Authorization Request, a payment document, or otherwise initiate a Transaction if such Transaction has previously been disputed by the Bank, IPS, Issuing Bank, System Operator, or Cardholder, or if it has been declined/refunded.

• The Merchant shall not sell goods, works, or services prohibited under the laws of the Republic of Kazakhstan and/or the jurisdiction of the Issuing Bank, or by the IPS rules, nor initiate Transactions prohibited under applicable laws or IPS regulations.

• The Merchant shall implement fraud prevention measures and shall not conduct Fraudulent or unauthorized Transactions in violation of the laws of the Republic of Kazakhstan, IPS regulations, or the Agreement.

Failure to provide the requested documents within the specified time frame shall entitle the System Operator to claim compensation from the Merchant for the amount of the Transaction in question.

• Under no circumstances shall the Merchant collect or process CVC2 and/or CVV2 data, nor use card number data for any purposes unrelated to the Transaction.

• The Merchant shall not process Transactions for the purpose of providing the Cardholder with cash in exchange for non-cash funds or to repay a debt arising from monetary or consumer credit extended by the Merchant.

• The Merchant shall not separate a Transaction into one for goods/services and another for tax payment. The Transaction must include the total amount, inclusive of all taxes applicable to the Merchant’s revenue from the sale/provision of such goods/services.

• The Merchant shall not attempt to disclaim financial responsibility for disputed Transactions or shift such responsibility to Cardholders by obtaining their consent to waive their rights of dispute.

• If the Merchant has access to Cardholder data, they must comply with PCI DSS and/or IPS security requirements. The Merchant must immediately notify the System Operator if third parties are or will be engaged and granted access to Cardholder data. The Merchant shall, on a quarterly basis or upon request by the System Operator/Bank and/or IPS, provide a valid PCI DSS and/or IPS compliance certificate. The Merchant is also responsible for obtaining and maintaining third-party consents to disclose information to the Bank and/or IPS, if such third parties have access to Cardholder data.

• The Merchant shall maintain compliance with e-commerce site requirements, including restrictions on prohibited activities and the provision of documentation required by the System Operator and Bank in the event of a disputed Transaction.

• The Merchant assumes full and unconditional liability for the actions of its personnel and for ensuring their compliance with the terms of this Agreement.

44.1. Merchant's Online Store Layout:

• The website must not be hosted on free hosting services. All internal links must be functional and operational, and the website must use a secure https connection;

• The website must not contain any links or banners to websites or banner networks that violate the laws of the Republic of Kazakhstan, including suspicious websites (e.g., adult content), or banners that may contain questionable or prohibited content;

• The Merchant, as well as the Goods and/or Services offered to Cardholders, must be clearly identifiable;

• The Merchant must explain the procedure and delivery terms of Goods and/or the provision of Services;

• The final price of the Goods and/or Services must include shipping costs and VAT;

• The Merchant must provide the procedure for replacement of Goods to the Cardholder in case of delivery of defective and/or incomplete Goods;

• The Merchant must explain the procedure for returning Goods by the Cardholder to the Merchant and the refund procedure in case the Cardholder refuses to accept defective and/or incomplete Goods, Goods that do not correspond to the declared specifications or description, or if the Goods are not delivered within the agreed timeframe;

• The Merchant must indicate the cancellation period for ordered Goods and/or Services;

• The Merchant must notify the Cardholder that the commission fee charged under this Agreement is withheld by the Bank from the payment amount, and by the System Operator depending on the arrangement with the Merchant;

• The Merchant must indicate its contact phone numbers and mailing address for dispute resolution;

• If the Merchant accepts only Payment Cards that are processed using 3D Secure technology via the Online Store, this condition must be clearly stated on the Merchant's website;

44.2. Prohibited Activities:

The Merchant is prohibited from selling Goods or providing Services included in the list of prohibited activities:

• Weapons and armaments;

• Military-grade rocket and space systems, communication and control systems, and technical documentation for their production and operation;

• Radioactive waste;

• Explosive waste;

• Nuclear energy;

• Poisons, narcotics, and psychotropic substances;

• Counterfeit and/or falsified goods/services;

• Issuance and circulation of non-fiat currencies (cryptocurrency), except for crypto exchanges registered with the AIFC and holding an appropriate license;

• Gambling (including casino chips, gambling services, online casinos, bingo), and betting services, without a license/permit from the authorized government body of the Republic of Kazakhstan;

• Binary options;

• Collection agency services, except for residents of the Republic of Kazakhstan with permission from the authorized government body;