By and between:
Tamanoir Holdings LLC a company duly incorporated under the laws of UAE, represented by any of its subsidiary, and having its location at Abu Dhabi, UAE (Hereinafter called "Tamanoir, we or us")
AND

, a company duly incorporated under the laws of the

and having its location at

(Thereafter called "the Merchant”, “you” or “your").

WHEREAS

1. Tamanoir Group (Tamanoir) can assist to procure the provision of online payment services.
2. The Merchant is principally engaged in managing its accounts engaged in online shopping business.
3. The Merchant wishes to engage Tamanoir and Tamanoir agrees to assist to procure the provision of online payment services to the Merchant.

IT IS HEREBYAGREED BY THE PARTIES AS FOLLOWS:

1. Definitions
   "Account" means the account opened and maintained by Tamanoir in the name of the Merchant for the administration and reconciliation of the Services provided to the Merchant, including the Payments received on behalf of the Merchant and the Charges due from the Merchant;
   "This Agreement" means this agreement, including all appendices, as duly amended from time to time;
   "Bank" means any bank or financial institution at which Tamanoir collects and/or deposits Payments for clearance in support of the Services;
   "Bank Transfer" means a payment made by the User to a bank account of or maintained by Tamanoir. Bank Transfer is understood to be the generic term for domestic or international bank, Credit, wire transfers;
   "Card Payment" means a card number given by the User to the Merchant or to Tamanoir acting on behalf of the Merchant for processing the Purchase Price. Card Payment is understood to be the generic term for payments by domestic and international credit-, debit, smart, cash, and charge cards including but not limited to payments by domestic and international credit, debit, smart, cash, and charge cards;
   "Collected Payments" means Payments collected by Tamanoir as part of the provision of the Services;
   "Participating Bank" means any bank or financial institution that has participated in the System;
   "Payments" means any payment processed by Tamanoir in the context of the Services, specifically settlement by the User of the Purchase Price by way of Bank Transfer, Card Payment or otherwise;
   "Purchase Price" means the price payable by the User to the Merchant for goods and services rendered by the Merchant to the User and any additional costs;
   "Reversed Payment" means any payment that for any reason is refunded, reversed, withdrawn or refused in the name of Tamanoir or the Merchant or the User and however initiated be it by a customer, user, bank, other institution, card scheme, financial or regulatory body, the User, the Merchant or Tamanoir;
   "Services" means the range of services that the Merchant is authorized to use or to provide to User pursuant to this Agreement as may be authorized by Tamanoir from time to time;
   "Systems" means the system(s) that Tamanoir allows User to effect payment or funds transfer;
   "Tariffs" means the tariffs that are applicable for the Tamanoir Services, which are set out in Appendix A of this Agreement and are subject to revision from time to time by Tamanoir unilaterally on 7 days advance notice in writing in accordance with paragraph 4;
   "Trade Marks" means the registered or unregistered trademarks, service marks and trade names owned by or licensed to Tamanoir, as they may be amended from time to time;
   "Transaction" means any payment processed by Tamanoir in the context of the Services, specifically settlement by the User of the Purchase Price by way of Bank Transfer or Card Payment;
   "Users" means the user of the Systems for the purpose of payment or funds transfer; and
   "We, us, our" means Tamanoir Limited.
 
2. Tamanoir Services
   1. In consideration for payment by the Merchant of the Tariff we shall procure the provision of the Services in a thorough & professional manner according to the terms and conditions as set out in this Agreement.
   2. International banking regulations and/or currency restrictions from local and/or central banks may prevent the Services being rendered in certain countries. We will always use our reasonable commercial effort to acquire, maintain or otherwise procure any licenses, approvals or authorizations that may be required from any governmental authority or agency or pursuant to any law, rule, regulation or ordinance of any countries for the effective rendering of the Services.
   3. The procurement by Tamanoir for the provision of the Services under the Agreement does not mean it is not an independent party and Tamanoir is not authorized to act as an agent or representative of the Merchant except for collection of Payments on behalf of the Merchant as provided herein. This Agreement does not create a legal partnership or joint venture.
   4. Tamanoir shall not be involved in any dispute or claim that may arise between the User and the Merchant unless the said dispute or claim relates specifically to the use of the Systems in which case the same shall be subject to the relevant terms and conditions governing the use of the Systems prevailing from time to time and the dispute or claim was notified to Tamanoir within 30 days of occurrence.
   5. The Merchant shall comply with all reasonable terms and conditions of services as stipulated by Tamanoir from time to time.
3. Transfer of Funds
   1. The transfer of the Collected Payments to you shall be executed in a cycle according to the appendix since goods, merchandise or service are successfully delivered and received by buyer or receiver, subject to the terms and conditions set out in Appendix B. Payment Bills Service have the right to oblige the merchant to provide tracking numbers or any other proofs for auditing. Payment will be made by setting off the amounts due to us against the Collected Payments due to you. The amounts due to us include but not limited to the Tariffs and any Reversed Payments. We will make the transfers of the Collected Payments via bank transfer or any other methods to a bank account designated by you.
   2. We shall be entitled to set off any unpaid amounts against the Collected Payments to be transferred to you, If at any time the Collected Payments are not sufficient to cover the amounts due, we will notify you and you shall be obliged to remit forthwith payment of the full amount indicated in the statement in accordance with the instructions on the statement we send to you.
   3. If you have requested that the Collected Payments be converted into a currency other than the one in which they were collected, all applicable exchange rate costs incurred shall be borne by you.
4. Tariffs
   1. The Tariffs as agreed between you and us for the Services are set out in Appendix A. We reserve the right to amend the Tariffs from time to time by giving you 7 days written notice in advance.
   2. The services charges as set out in the Tariffs shall be due and payable upon receipt of the Collected Payments and shall be charged commencing from the date on which an Account at Tamanoir has been opened in your name. All charges will be deducted from the Payments, if there are insufficient funds for this purpose an invoice will be issued and is payable in accordance with the instructions on the statement.
5. Indemnification
   1. The Merchant represents and warrants that during the term of this Agreement:
      1. you are duly incorporated, organized and validly existing under the laws of jurisdiction of your incorporation, have all requisite powers, licenses and permits and have undertaken all actions and have fulfilled all conditions to enter into, to perform under and to comply with its obligations under this Agreement;
      2. the business carried on by you is a legitimate, lawful business and you are not engaged in any conduct or transactions which may be considered unlawful in any jurisdiction in which you conduct business and you comply with all laws, regulations and requirements applicable to your business and to the payments;
      3. the Merchant will indemnify and keep harmless Tamanoir and its parents, subsidiaries, affiliates, officers, directors, representatives, agents, and employees from and against any and all claims, losses, liabilities, costs, and other expenses incurred as a result of-or arising directly or indirectly out of or in connection with:
         1. Any misrepresentation, breach of warranty or non-fulfillment of any undertaking on your part under this Agreement;
         2. Any claims, demands, awards, judgments, actions and proceedings by whomsoever made, arising out of or in any way connected with your performance under this Agreement;
         3. Any claims, demands, awards, judgments, actions and proceedings made by third party included, but not limited to, penalties imposed by banks-for any reason, arising out of or in any way connected with the transactions between you and the User
   2. Tamanoir represents and warrants that during the term of this Agreement:
      
      1. It is duly incorporated, organized and validly existing and in good standing under the laws of Thailand, has all requisite powers, licenses and permits and has undertaken all actions and has fulfilled all conditions to enter into, to perform under and to comply with its obligations under this Agreement;
      2. We have all necessary rights and authority to execute and deliver this Agreement and perform its obligations hereunder and nothing contained in this Agreement or in the performance of this Agreement will place Tamanoir in breach of any other contract or obligation;
      3. Subject the other provisions of this agreement; we shall remit payments to you in a timely manner and in accordance with this Agreement.
   3. Except as otherwise provided herein, Tamanoir expressly disclaims, all other representation, warranties or conditions' whether express, implied, statutory or otherwise including, without limitation, the implied warranties of merchantability, title fitness for a particular purpose and non-infringement of third party rights.
6. Indemnification
   1. Tamanoir will own and retain all of their respective rights, titles and interests in and to all intellectual property embodied in or associated with the design and delivery of the Services, including, but not limited to, content, such as software, graphics, start-up information and materials, designs, methods, architecture, materials, publications, business plans and other tangible intellectual property-based assets of any kind whether in machine readable, printed or other form and including, without limitation, all revisions, enhancements, technical know-how, patents, copyrights, trademarks, and trade secrets.
   2. Except as expressly stated in this Agreement, the parties will have no rights of any kind in or to any of each other's intellectual property. There are no implied licenses under this agreement, and any lights not expressly granted under this Agreement are reserved by the respective party.
   3. The Merchant will not, without the prior written consent of the cardholder, use or disclose information on the cardholder or his/her transactions howsoever obtained and in whatsoever form the information shall take, to any third party (other than the Merchant's agents for the sole purpose of assisting the Merchant to complete or enforce the transactions and the Merchant's insurers and professional advisers) unless such disclosure is compelled by law or judicial order and the Merchant shall indemnify Tamanoir accordingly in the event of any claim (direct or indirect) arising there from.
   4. Tamanoir reserves the right to obtain information of the cardholders or the transactions from the Merchant or the Agent, the Merchant or the Agent shall ensure the authenticity of the information. Tamanoir shall be entitled to disclose information about the Merchant and this Agreement to any agents (including without limitation any collection agencies), contractors or advisers who provide a service to Tamanoir in relation to the performance or enforcement of this Agreement.
7. Liability
   1. In no event will either party be liable in contract or in tort for any indirect loss or damage caused by our failure to fulfill our responsibilities or for any consequential damages, including, but not limited to, loss of profits or anticipated savings or incidental damages, even if we had been advised of the possibility of such damages.
   2. Neither party shall be liable for any damage and/or loss caused by or related to the performance or non-performance of the Services, unless such damage and/or loss is caused by intent or gross negligence on the part of Tamanoir.
   3. Any right of compensation pursuant to this Agreement shall be invalidated if (legal) proceedings/action to claim compensation has not been instituted within one (1) year of the damage and/or loss having arisen.
   4. Neither party shall hold the other liable or responsible for any action, claim, cost, expense, damage and loss, including consequential loss or damage or loss of profit, which the respective party may suffer or incur as a result of a breakdown in the Systems or when the Systems are not available for any reason whatsoever.
8. Restrictions
   1. The Merchant hereby agrees with Tamanoir that it shall not:
      1. impose additional charges for transactions by customers where payment is to be effected through the System;
      2. refuse transactions by User who wishes to effect payment through the System regardless of the value of the transaction, except where in the reasonable opinion of the Merchant the User is suspected not to be the authorized user or legitimate owner of the card presented (collectively "the Card User"); and/or
      3. favor any particular card when accepting transaction for which payment is to be effected through the System notwithstanding any agreement between the Merchant and any card issuing company.
9. Undertakings of the Merchant
   1. The Merchant agrees and undertakes throughout the term of this Agreement that it shall:
      1. at its own expense and before the time agreed for installation or activation of the Services, prepare and provide the necessary, compatible operational equipment, software and connection specified by Tamanoir;
      2. not alter, copy, modify or tamper with any software provided by Tamanoir;
      3. install such measures as may be necessary to protect the security and integrity of related hardware or software of the Systems;
      4. where required, comply with all security or encryption standards, rules procedures imposed by Tamanoir;
      5. prior to providing the Services, open and maintain at all times during the term of this Agreement, an account in its name with one of the Participating Banks which shall be designated for purposes of clearing and settling Transactions handled by the Merchant; and
      6. inform Tamanoir of any change in the particulars of its designated account.
10. Undertakings of Tamanoir
    1. Tamanoir agrees and undertakes that it shall use its commercially reasonable endeavors to facilitate the Transactions and the functions required to enable the Merchant to provide the Services.
11. Suspension or Termination of the Provision of Services
    1. It is your obligation to fulfill your obligations under this Agreement and to inform us of any material change to your business or payment profile. Tamanoir at its sole discretion will have the right to suspend or terminate the provision of Services to the Merchant should one of the following occur.
       1. a material change in the number, value, type or profile of payments of which we were not informed in advance
       2. a sustained drop in the number, value, type or profile of payments of which we were not informed in advance
       3. we suspect or have evidence that fraud is or may be occurring
       4. the integrity or reputation of Tamanoir is brought or threatened to be brought into disrepute by the Merchant
       5. you stop trading,
       6. you sell your business or there is a change in control of your business without advising us,
       7. you change the name or nature of your business without advising us,
       8. the legal status of your business changes without advising us,
       9. a trustee or receiver is appointed for any or all of your property, you become insolvent or unable to pay debts as they mature, or ceases to so pay, or makes an assignment for the benefit of creditors, bankruptcy or insolvency proceedings under bankruptcy or insolvency code or similar law, whether voluntary or involuntary are properly commenced by or against you, your company is dissolved or liquidated;
12. Term, Termination and Ongoing Provisions
    1. This Agreement will be effective as of the date of signing by the parties hereto and will remain in effect for one (1) year. Unless written notice is provided to the contrary by either party one (1) month prior to expiration of the initial term of this Agreement or any extension term, this Agreement shall automatically renew for successive one (1) year term.
    2. The termination of this Agreement shall not affect any provision of this Agreement which by its wording or nature is intended to remain effective and to continue to operate in the event of termination of this Agreement, and shall not prejudice or affect the rights of either Party against the other in respect of any breach of the terms and conditions of this Agreement.
    3. Upon termination of this Agreement Tamanoir agrees to settle any outstanding Collected Payments minus the outlined Tariffs to Merchant and settle all outstanding reserves as per Appendix A
13. Assignment, Variation of Agreement
    1. The Neither party shall, without the prior written consent of the other party, assign or transfer any of its rights or obligations under this Agreement. This Agreement may be varied only by the agreement of both parties in writing provided that Tamanoir shall be entitled at any time to vary or supplement such terms of this Agreement which relate to matters purely of an operational nature by giving not less than 30 days' written notice to the Merchant.
14. Governing Law
    1. This Agreement and any disputes shall in all respects be exclusively governed by and interpreted in accordance with the laws of Thailand and the parties hereto agree to submit to the non-exclusive jurisdiction of the courts of UAE.
15. Assigment
    1. None of the Parties shall assign or transfer this Agreement or any or all of their rights and/or obligations under the Agreement nor any part of it, nor any benefit nor interest in or under it, to any third party without the prior written consent of the other Party which shall not be unreasonably withheld; provided, however that we may assign this Agreement without the consent or approval of you to our parent or subsidiary or associated companies, in connection with a merger, reorganization, recapitalization or sale of all of or substantially all of our stock, business or assets. Assignment of this agreement under the aforementioned circumstances shall not relieve Tamanoir of any outstanding Collected Payments and the parent or subsidiary or associated companies must be sufficiently capitalized to meet such obligations. Any attempt to assign this Agreement other than as permitted herein shall be null and void. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
16. Force Majeure
    1. No failure or omission by any party to carry out its obligations or observe any of the stipulations or conditions of this Agreement, shall give rise to any claims against the party in question or be deemed a breach of this Agreement, if such failure or omission arises from a cause of force manure, such as acts of God, war or warlike hostilities, civil commotion, riots, blockades, embargo, sabotage, strikes, lockout, shortage of labor, delay in deliveries of whatsoever from subcontractors or machine failure caused by force majeure, or any other event beyond the control of the party in question.
17. Notices and Consents
    1. Any notice to be given by either of the parties here to the other in connection with this Agreement shall be in writing & electronically and shall be delivered to its address and email address stated in this Agreement or to such other address as either party may notify to the other for such purpose.
    2. All communications sent by courier and email to the last address and email address of the Merchant registered with Tamanoir will be deemed to have been duly delivered to the Merchant by way of tracking number provided by the respective courier.
18. Settlement Arrangements
    1. Payment of Fees and Settlement
       1. All fees shall be payable and not to exceed ten (10) business days from receipt by Merchant from Tamanoir of written invoice by on-line transmission and shall be delinquent if not paid in full within ten (10) business days thereof and subject to a "late fee" imposed by Tamanoir provided that Tamanoir is authorized to deduct any fees or amounts payable by the Merchant to Tamanoir or its banks from any Settlement.
       2. Merchant is responsible to make sure Merchant has received processing invoices from Tamanoir. If no invoice has been received or displayed, failure to pay on time may result in additional late fees and/or interruption of processing services at Tamanoir's sole discretion. In the event that no invoice has been provided to Merchant Tamanoir will ware sole responsibility.
       3. Tamanoir reserves the right to change any fees charged for the services rendered or the introduction of new services that attract a fee. In the event of an increase, that fee will become payable within 7 days following a notice posted on our website or notification given directly to you.
    2. Settlement
       1. Payment of Settlement. Tamanoir will make payment to the Merchant's nominated account ("Settlement Account") based on the transactions processed by Tamanoir less:
          1. the Processing Fees;
          2. any Reversals;
          3. any special Fees or Fines imposed by the acquiring bank
          4. any amount necessary for the Reserve; and
          5. any Deductions outlined on Appendix A. (the '.Settlement,').
       2. Settlement currency amounts will be paid in the agreed settlement currency.
       3. Amounts settled to the Merchant will only correspond with what the Acquirer has paid to Tamanoir. Tamanoir is not liable for any in term payments on any extended holdbacks by the Acquirer. However, Tamanoir and Merchant will work together to collect any such holdbacks and confirm payment schedules with the respective Acquirer should any holdbacks occur.
       4. Minimum Settlement amount Tamanoir will not be required to pay a Settlement until such payment exceeds $5,000.00.
       5. Settlement Schedule. Settlements will be paid into the Settlement Account on a weekly basis with an initial holdback for a two (2) week period. The amount paid each time shall be no more than half of the remaining balance of a merchant.
       6. Tamanoir reserves the right to stop paying to merchant if there is no successful transaction in three natural days. If merchants' transaction successful rate keep less than 30% for three days & merchants' counterfeiter' card transactions rate are over 30%, Settlement department will pause paying out. This clause will be considered void if transactions are declined by Tamanoir, the Acquirer or any other party involved in processing the transaction via Tamanoir are non-issuer declines.
       7. Chargeback Penalty and GBPP. Merchant will be charged an extra chargeback fee (100 USD for each chargeback) from their transactions by Tamanoir if in one month the following situations occur:
          1. 100 chargebacks and 1% CB ratio,
          2. 50 chargebacks and 2% CB ratio,
          3. 33 Chargebacks and 3% CB ratio.
          4. 25 chargebacks and 4% CB ratio,
          5. 20 chargebacks and 5% CB ratio
          Once Merchant is fined by Visa or MasterCard (GBPP or BRAM violation), Tamanoir will charge the fine from their current MID provided supporting documentation from Visa or MasterCard is provided to Merchant by Tamanoir and Tamanoir agrees to work with the Merchant in mitigating such fines. The extra chargeback fee will not apply if Tamanoir does not initiate refunds immediate when requested by the Merchant to the User.
    3. Reserve
       1. Establishment of Reserve Tamanoir may, at its sole discretion, withhold the Reserve for any valid reason, including but not limited to as security against future Deductions. The Reserve will be set at a default amount of 5%. The Reserve will be held on a 90-day rolling basis.
       2. Deductions from Reserve
          1. Tamanoir may, at its sole discretion or under instruction from the acquiring bank, deduct from the Reserve any amount for Deductions that relates to refunds, chargebacks, outstanding fees or fines from Visa or MasterCard incurred as a result of Merchant activity
          2. Notwithstanding the quantum of Reserve, the Merchant remains liable for payment of any Deductions that exceed the amount held in the Reserve, providing such Deductions relate to fees charged in Appendix A or fees or fines levied by Visa or MasterCard to the Merchant.
          3. In the event Tamanoir or acquiring bank makes any deduction from the Reserve or that the Reserve is deemed insufficient to cover disputes or fines, the Merchant be required to immediately provide funds to restore the Reserve to its proper value or increase beyond the original amount as required collateral/security.
       3. Holding of Reserve
          In the event of the expiry, closure, or earlier termination of this Agreement, Tamanoir may hold the Reserve for six (6) months from the date of expiry, closure, or earlier termination of this Agreement; the allotted time has expired for applicable Reversals; or a1l amounts payable by the Merchant to Tamanoir under this Agreement or otherwise have been paid.
       4. Treatment of Reserve
          The Merchant shall not pledge, assign, use as collateral or otherwise encumber the Reserve or any other sum withheld by Tamanoir under this Agreement. The Merchant further agrees that upon withholding, the Reserve becomes the property of Tamanoir or acquiring bank and the Merchant has no legal or equitable rights in respect of the Reserve until such time as any period for holding the Reserve under this Agreement expires

IN WITNESS whereof the Parties have signed this Agreement the day and year first above written.