Virtual Card Services (Pty.) Ltd.
35 Anne Road
Glen Austin Ext. 3
Midrand
Gauteng
1685
+27 (82) 561 7525
+27 (86) 612 1435
admin@vcs.co.za

1 MEMORANDUM OF AGREEMENT (the "Agreement")

Entered into by and between "Virtual Card Services (Pty.) Ltd." hereinafter called "VCS"
Registration number "2001/000136/07"

and

__________________________________________________ hereinafter called the "Vendor"

__________________________________________________ Registration number

Definitions

“Acquiring Bank” - or acquirer is the bank or financial institution that accepts credit and or debit card payments for products or services on behalf of a merchant. The term acquirer indicates that the bank accepts or acquires transactions performed using a credit card issued by any banks within the card association scheme. The best known (credit) card Association schemes are Visa, MasterCard, American Express, Diners Club, JCB and China UnionPay.

“Authorisation” - Authorization hold (also card authorisation, preauthorization, or preauth) is the practice within the banking industry of authorizing electronic transactions done with a debit card or credit card and holding this balance as unavailable either until the merchant clears the transaction (also called settlement), or the hold "falls off."

“Settlement” – the “Acquiring Bank” deposits the total of the approved funds into the merchant’s nominated account. This could be an account with the “Acquiring Bank” if the merchant does their banking with the same bank or an account with another bank.

Whereas the "Vendor" is desirous of making use of the "Services" provided by "Vcs" and "Vcs" wishes to provide the "Services" to the "Vendor"

1. Now therefore the parties agree as follows

1.1 These terms and conditions when read together with the "Vendor" application form and any schedule thereto, constitute the whole of the agreement between "Vcs" and the "Vendor".

2. Commencement and Termination.

2.1 The "Agreement" shall commence on the date of signature of this agreement by "Vcs" (hereinafter referred to as the "Effective Date").

2.2 The "Agreement" shall have an initial period of three months during which it may not be cancelled and thereafter it shall continue indefinitely until terminated by one calendar months written notice given by either party.

3. Provision of Services

The "Services" provided by "Vcs" include, but are not limited to :

3.1 The receipt of suitably encrypted transaction data, as specified by "Vcs" and the "Acquiring Bank" from time to time, that is transmitted to "Vcs" by the "Vendor".

3.2 The decryption, conversion and transmission to the "Acquiring Bank" front-end system via the "Acquiring Bank" specified protocols.

3.3 The conversion, encryption and transmission of the "Acquiring Bank" responses to the "Vendor".

3.4 "Vcs" is not responsible for the actual responses provided by the "Acquiring Bank" nor for the credit and/or debit of the "Vendor" bank accounts which will be handled by the normal "Acquiring Bank" functions.

4. Vendor obligations.

4.1 The "Vendor" must have a valid "Merchant Agreement" with one of the "Acquiring Banks" supported by "Vcs" under which agreement "Vcs" will deliver the transactions for Authorization and Settlement by the "Acquiring Bank".

4.2 The "Vendor" is prohibited from allowing any other party access to the service through the "Vendor's" merchant number.

4.3 The "Vendor" may not at any time use the service in contravention of any South African law, nor in contravention of any obligation imposed by the "Merchant Agreement" with the "Acquiring Bank".

4.4 The "Vendor" acknowledges that "Vcs" merely provides the facility to electronically deliver the data, required by the "Acquiring Bank", for the purposes of Authorization and Settlement of card based transactions to the "Acquiring Bank" front-end system and that "Vcs" does not assume any responsibilities the "Vendor" may have under the "Merchant Agreement" with the "Acquiring Bank".

4.5 The "Vendor" is liable for any and all charges associated with the connection to the Internet for the transmission and receipt of data required to make use of the "Services".

4.6 The "Vendor" hereby agrees to display the "Vcs" logo including a link to the "Vcs" web site on any web site used to accept transactions destined for processing by "Vcs".

5. Charges and Settlement of Fees.

5.1 A fee of R0.50 is payable per transaction for the use of the "Authorisation" service and will be recovered by debits passed to the "Vendor's" specified "Fee Settlement Account".

5.2 A further fee of R0.50 plus 0.5 percent of the value of the transaction is payable per transaction for the use of the "Settlement" service and will be recovered by debits passed to the "Vendor's" specified "Fee Settlement Account".

5.3 A once off setup fee of R250.00 exclusive of V.A.T. will be charged to setup the facilities that are required and provide support to the merchant. Thereafter a monthly fee of R 145.00 excluding V.A.T. for the "Vendor's" entitlement to use the services is payable in arrears by the "Vendor" to "Vcs".

5.4 A fees invoice will be generated and emailed to the "Vendor" for transactions processed. At month end a fees statement will be generated and emailed to the "Vendor" and any outstanding fees will be collected providing they exceed R 20.00.

5.5 "Vcs" reserves the right to adjust the fees at its sole discretion but will not do so without first informing the "Vendor". Existing "Vendors" will receive three months prior notice of price adjustment. Upon receiving such notice the "Vendor" will have the option to cancel this agreement at the end of the three months notice period.

5.6 All fees charged by "Vcs" are exclusive of V.A.T. (Value Added Tax).

5.7 The "Vendor" nominates the following account as the "Fee Settlement Account" and hereby authorizes "Vcs" to debit this account with the fees due under this agreement from time to time. The 'Vendor' also agrees to notify "Vcs" of any changes to these banking details.

Bank Name______________________________
Branch Name______________________________
Branch Number______________________________
Account Name______________________________
Account Number______________________________
Account Type______________________________

5.8 The fees contemplated in 5.1, 5.2 and 5.3 are due and payable once "Vcs" has completed the processing of the transactions and presented the invoice whether or not the "Acquiring Bank" has settled the "Vendor" for the transactions in question.

5.9 All tax invoices pursuant to the services provided by "Vcs" will be sent electronically via email. By signing this agreement the "Vendor" hereby irrevocably agrees and confirms that it is both willing and able to receive tax invoices in this format.

5.10 The "Vendor" agrees to re-imburse "Vcs" for any fees incurred by "Vcs" due to the debits presented by "Vcs" to the "Fee Settlement Account" being returned by the "Vendor's" bank.

5.11 Should more than two debits be returned then the "Vendor's" processing capabilities will be suspended until the outstanding fees and a reconnection fee of R100.00 have been received by "Vcs".

6. Exclusion of Liability.

6.1 Except as otherwise expressly provided herein to the contrary, neither "Vcs" nor the "Vendor" shall be liable to the other of them nor to any third party for any loss or damage of whatsoever nature and/or howsoever arising (including consequential or incidental loss or damage which shall include but not be limited to loss to property or of profit, business, goodwill, revenue, or anticipated savings) unless such loss or damage arises from willful misconduct or gross negligence on the part of "Vcs", the "Vendor" or their respective employees.

7. Breach.

7.1 In the event of either party to the "Agreement" committing a breach of a provision of the "Agreement" and failing to remedy such breach within 7 days of receipt of a written notice to this effect from the other party then the aggrieved party shall, notwithstanding the provisions of clause 2.1, be entitled to cancel the "Agreement" immediately by notice in writing to the other party.

8. Arbitration.

8.1 Save in respect of those provisions of the "Agreement" which provide for their own remedies which would be incompatible with the arbitration of a dispute in relation thereto, should any dispute arise between the parties in connection with: -

8.1.1 the implementation of

8.1.2 the interpretation or application of the provisions of

8.1.3 the parties respective rights and obligations in terms of or arising out of the "Agreement" or its breach or termination

8.1.4 the rectification, termination or cancellation, whether in whole or in part of

8.1.5 any documents furnished by the parties pursuant to the provisions of the "Agreement" or which relate in any way to any matter affecting the interest of the parties in terms of the "Agreement", that dispute shall unless resolved between the parties, be referred to and be determined by arbitration in terms of this clause. Provided that should the "Vendor" elect to cancel a portion or any part of the "Agreement" as a whole in terms of clause 8.1, such cancellation shall not be submitted to and be decided by arbitration.

8.2 Any party to the "Agreement" shall, within 30 (thirty) days after a dispute as referred to in clause 7 has arisen, demand that a dispute be determined in terms of this clause by written notice given to the other party.

8.3 The arbitration shall be held -

8.3.1 at Johannesburg and

8.3.2 with only the representatives of the parties to the dispute and witnesses present thereat, it being the intention that the arbitration shall be held as soon as possible.

8.4 The arbitrator shall be, if the matter in dispute is principally -

8.4.1 a legal matter, be a practicing attorney or advocate of at least (10) ten year’s standing

8.4.2 an accounting matter, be a practicing chartered accountant of at least (10) ten years standing

8.4.3 any other matter, a practicing attorney or advocate of at least (10) ten years standing.

8.5 Should the parties to the dispute fail to agree whether the dispute is principally a legal accounting or other matter within seven (7) days after the arbitration was demanded, the matter shall be deemed, to be a legal matter.

8.6 The provisions of this clause

8.6.1 constitute an irrevocable consent by the parties to any proceedings in terms hereof and no party shall be entitled to withdraw there from or claim at any such proceedings that it is not bound by such provisions.

8.6.2 are severable from the rest of the "Agreement" and shall remain in effect despite the termination for any reason of this Agreement.

8.6.3 will not preclude either party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the outcome of the arbitration.

9. General

9.1 Neither party shall cede, assign, transfer or otherwise dispose of the "Agreement" or any part thereof nor enter into any subcontract of whatever nature for the execution thereof without the prior written consent of the other.

9.2 No amendment to, variation of or addition to, the "Agreement" shall be enforced or effected unless reduced to writing and signed by both parties.

9.3 No extension of time, waiver, indulgence, release from liability, compromise or other arrangement granted or allowed by either party shall constitute a waiver or novation by either party shall in any other way prejudice such party’s rights in terms hereof.

9.4 The parties hereby consent to the jurisdiction of the Magistrates Court in respect of any action to be instituted in terms of the "Agreement".

9.5 For purposes hereof a "written document" shall exclude any written document that is in the form, either wholly or partly, of a data message as defined in the Electronic Communications and Transactions Act 25 of 2002, and "signed" shall mean a signature executed by hand with a pen and without any electronic process or intervention.

10. Domicilium addresses and Notices

10.1 For the purpose of this agreement, including the giving of notices and the serving of legal process, the parties choose domicilium citandi et executandi as follows :

10.1.1 Virtual Card Services :

Street address135 Anne Road
SuburbGlen Austin Ext. 3
CityMidrand
ProvinceGauteng
Postal Code1685
Telephone+27 (82) 561 7525
Fax+27 (86) 612 1435
email addressadmin@vcs.co.za

10.1.2 The Virtual Vendor:

Street address_________________________________
Suburb_________________________________
City_________________________________
Province_________________________________
Postal Code_________________________________
Telephone (business)_________________________________
Fax_________________________________
e-mail address_________________________________

10.2 A party may at any time change its domicilium by notice in writing, provided that the new domicilium is in the Republic of South Africa and consists of, or includes, a physical address at which process can be served.

10.3 Any notice given in connection with this agreement shall be delivered by hand, or be sent by prepaid registered post, or be sent by prepaid telegram or cablegram, or be sent by telex or telefax or be sent by e-mail or be sent by a notice posted in "Virtual Terminal" (if the domicilium includes a telex or telefax number or an e-mail address), to the domicilium chosen by the party concerned.

10.4 A notice given as set out above shall be presumed to have been duly given, if delivered, on the date of delivery, if sent by post, 7 (seven) days after posting, if sent by telegram or cablegram, on the day following the day on which the text of the notice is given to the post office for transmission, if sent by telex, telefax or e-mail, on the day that the telex, telefax or e-mail is transmitted.

11. Warranties on the Part of VCS.

11.1 VCS hereby warrants and undertakes to the Vendor that :

11.1.1 it is fully authorised to enter into this agreement.

11.1.2 it is able to provide the services as set forth herein.

11.1.3 it shall use its best endeavours to excercise due care, diligence and skill in all aspects relating to the fulfillment of its obligations hereunder and shall comply with all applicable laws.

THUS DONE and SIGNED by ___________________________ Id Number ___________________________

at ___________________________ on this __________ day of ____________________ 20_____.

For and on behalf of the "Vendor"

Signature ___________________________

AS WITNESSES

1 ______________________________ ID Number ______________________________

2 ______________________________ ID Number ______________________________

THUS DONE and SIGNED by ______________________________ Id Number ______________________________

at Glen Austin Ext. 3 on this 25 day of 7 2017.

For and on behalf of Virtual Card Services (Pty.) Ltd.

Signature ___________________________

AS WITNESSES

1 ______________________________ ID Number ______________________________

2 ______________________________ ID Number ______________________________

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