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AFS legal statement

AFS legal statement

Privacy Policy

Privacy Policy

Purpose

The purpose of this Privacy Notice is to explain how Arab Financial Services Co. B.S.C (c), a closed joint stock company registered in Bahrain under commercial registration number 14777 (“AFS”, “we”, “us” and “our”) and the other members of the AFS Group may process your personal data.

The “AFS Group” includes Arab Financial Company B.S.C (c) and any entities wholly or more than 51% owned by it. For more information about the AFS Group, including who is a member of it, you may visit https://www.arabfinancialservices.ai/ or contact your Relationship Manager.

Who is your data controller?

A data controller determines the purposes and means of the processing of your personal data.

Your data controller is AFS whose products and services you have subscribed to, or with which you hold a payment account, including through the use of our digital platforms.

You can find more details on how to contact us at the end of this Privacy Notice.

Definitions and Interpretation

Your data controller is AFS whose products and services you have subscribed to, or with which you hold a payment account, including through the use of our digital platforms.

For the purposes of this Privacy Notice “personal data” is information:

  • that identifies or can be used to identify you;
  • that relates to, describes, is reasonably capable of being associated with; or
  • could reasonably be linked (directly or indirectly) with you;
  • that can be used to authenticate you or provide access to an account

Where the customer of AFS is a natural person, any reference to the “customer” and “you” will mean such natural person.

The term “you” also refers to any individual whose personal data is provided to us by the customer, or anyone acting on their behalf (a “connected person”).

Where the customer of AFS is a business customer, (i.e. they are organized as a legal entity) any reference to “you” will mean and include any connected person and a reference to the “customer” will mean the business customer of AFS.

Personal data we collect as a result of transactions with a business customer is usually limited to details on owners (direct, indirect and beneficial), officers, authorized persons, and personal guarantors.

If you are a senior manager, authorized signatory or beneficial owner of a business customer of AFS, or if you are an individual customer of AFS, you must ensure that every connected person receives a copy of this Privacy Notice before their personal data is shared with AFS.

Why do we need your personal data and what is the legal basis for this?

If you are a senior manager, authorized signatory or beneficial owner of a business customer of AFS, or if you are an individual customer of AFS, you must ensure that every connected person receives a copy of this Privacy Notice before their personal data is shared with AFS.

We will use your personal data where we have your consent or when we have another lawful reason such as:

  • The need to process the data to enter into or carry out an agreement we have with you;
  • The need to pursue our own legitimate interests;
  • The need to process the data to comply with a legal obligation (e.g. compliance with our regulatory obligations under any applicable regimes including without limitation sanctions due diligence checks, or to comply with tax regulations that require us to report the tax status of our customers);
  • The need to establish, exercise or defend our legal rights or those of a member of AFS Group or a third party employed by us;
  • When we believe the use of your data as described is in the public interest.

Specific reasons or purposes for which we may use your personal data include:

  • To set up, maintain, fulfil, and administer the contractual relationship that we have with you;
  • To provide you with products and services and to process the data to enter into or carry out an agreement we have with you;
  • To enable you manage your account and transact with us;
  • To make credit assessments and checks;
  • To collect debt (which may involve passing your personal data to debt collection agencies),
  • To assess the suitably of our products and services for your needs;
  • To keep records of your instructions, transactions and communications for any further required evidence, and to prevent or detect financial crime or suspected financial crime, including (but not limited to) fraud, money laundering and financing of terrorism;
  • To test the performance of our products, services, and internal processes;
  • To administer our internal operational requirements (including credit, compliance, and risk management, market research, system and product development, staff training, quality control, accounting, and for audit purposes);
  • To keep records of activities effected on our digital platforms, websites or mobile applications, such as your connection’s timestamp and duration;
  • To process requests relating to the exercise of your rights under data protection laws;
  • To develop statistics and for market research, surveys and analysis including to develop and improve our products and services so that we can offer new and enhanced products and services to you, which may include converting your personal data into statistical or aggregated data which cannot be used to identify you.

What personal data do we collect about you?

The personal data we collect includes data provided by you when at the start of our relationship, or at any time thereafter such as:

  • Personal data including full name, nationality, gender, date of birth, country of birth, social status, names of relatives, employment status, photos (including selfies), signature;
  • Data about your identity including Identity documents, biometric data, details of ID cards, details of passports, national social security or insurance number, driving license number;
  • Contact details including residential address, email addresses, telephone numbers, proof of address documents;
  • Employer, employment status, job title, full name, email, address and telephone number(s) used for work purposes;
  • Financial data: income and source of income, source of wealth, average account financial activity and engagement data;
  • Data about your tax status including a tax identification number, FATCA forms, etc.;
  • Other data provided by you via completing forms and other means including e-mail, electronic messages, recorded calls, live chat, chatbots and face-to-face contact.

The personal data that we collect or generate during our business activities includes:

  • Details of transactions done by you or by any of your connected persons. Details include dates, amounts, currencies, payer and payee details;
  • Data about your relationship with us, the channels you use and your ways of interacting with us, the technology you use for this and your language preferences;
  • Data about your ability to get and manage your credit;
  • Data concerning complaints and disputes or about the instances where you have exercised your legal rights related to the protection of your personal data;
  • Market research data, e.g. opinions expressed by you when participating to our market research campaigns or surveys;
  • Risk rating information, e.g. credit risk rating, transactional behavior and underwriting information;
  • Due diligence data, e.g. data required to comply with financial crime regulations (anti-money laundering, anti-terrorism financing etc.);
  • Data used to identify you such as usernames, PIN codes, passwords, signatures and biometric information (e.g. fingerprint, iris scan, voice, face recognition) or a physical token (e.g. a debit, credit or prepaid card, a Security Token or electronic key) that are required when using our products or services;
  • Email address(es) and telephone number(s) used to receive digital alerts (meaning an alert by SMS or email which we send to inform our customers on certain types of transactions or to provide financial information);
  • Information about your device or the software you use, e.g. its IP address, technical specification and uniquely identifying data;
  • Data about your geographic location and ATMs branches you use;
  • Data that we need to support our regulatory obligations, e.g. information about transaction details, detection of any suspicious and unusual activity and data about parties connected to you for these activities;
  • We may record calls, email, text messages, social media messages and other communications between you and employees of AFS;
  • Closed-circuit television (“CCTV”) videos, with or without audio recording, used in and around our premises and ATM locations for the purpose of physical security and crime prevention - therefore we may have images of you captured by our CCTV cameras;
  • Online Identifiers that may leave traces which, when combined with unique identifiers and other data received by servers, may be used to identify the user. Online Identifiers may include internet protocol addresses (IP addresses) and cookie identifiers (although we do not usually use cookies to track individual users or to identify them). For more details about cookies, see our online Cookie Policy;
  • Data relating specifically to transactions carried out on by users, including transactions done via our digital platforms. Whilst our relationship is with our customer, we will be collecting data specific to transactions carried out by users. For example, we will be able to inform our customer of details (such as dates, amounts, currencies, payer and payee details) about transactions made on our digital platform and which user initiated the transactions. Some of this may be personal data about the user.

How is your personal data collected?

We collect your personal data from a number of sources, including:

  • Data provided by you when we set up, administer and manage our relationship with you;
  • Data we otherwise receive directly from you or from a person acting on your behalf;
  • Data we obtain from third parties such as brokers, credit reference, debt recovery, fraud prevention or government agencies;
  • Data that we gather from publicly available sources such as the Internet and companies’ registries or other local trade registers;
  • Data that we learn through your use of our services and products such as when you use our digital platforms or mobile applications, when you visit our websites or when you interact with us through a recorded channel (e.g. a recorded telephone line, a chatbot etc.);
  • Data that we identify through our fraud prevention controls;
  • Data provided by other members of the AFS Group;
  • Data we receive directly by your engagement with our social media platforms.

Recording of data

AFS may record and keep track of your conversations with it, including phone calls, face-to-face meetings, letters, emails, live chats, video chats and any other kinds of communication.

These recordings will be used to check your instructions to us, assess, analyze and improve the quality of our services, train our people, manage risk or to prevent and detect fraud and other crimes.

AFS may also capture additional data about these interactions, e.g. telephone numbers that you call us from and data about the devices or software that are used.

Marketing

We may use your data to inform you about products and services offered by AFS or other entities of the AFS Group.

You can, at any time, withdraw your consent for this marketing purpose. For more information, see ‘Your right to data protection’ section of this Notice.

Please note that AFS will continue to use your contact details to provide you with important information, such as changes to our Terms & Conditions or when we have legitimate reasons to do so, including compliance with our regulatory obligations.

Is providing your personal data obligatory?

We are unable to enter into or administer the relationship with you without some of your personal data.

In cases where providing your personal data is optional, we will make this clear, for instance by explaining in application forms if certain data fields can be left blank. In particular, it is not mandatory that you sign up for or transact on digital platforms operated by us.

Updates to your personal data

You are responsible for ensuring that the data that you provide is accurate.

If any of the personal data you have given to us should change, such as your contact details, please inform us without delay.

Similarly, if we have collected personal data about you that you consider to be inaccurate, please inform us.

Kindly refer to the section on “how to contact us” below for information on how AFS can be reached for updating your information.

Sharing of personal data

AFS may share your personal data with other parties where you have provided your explicit consent to do that. For example, you may have instructed us to send your account statements to your accountant.

AFS may share your data with others where it is lawful to do so including where we or they:

  • Need the data to provide you with products or services you’ve requested;
  • Have a public or legal duty to do so, e.g. to assist with detecting and preventing fraud, tax evasion and financial crime;
  • Need to in connection with regulatory reporting, litigation or asserting or defending legal rights and interests
  • Have a legitimate business reason for doing so such as to manage risk, verify your identity, enable another company to provide you with services you’ve requested, or assess your suitability for products and services;
  • Have asked you for your permission to share it, and you have agreed.

AFS may share your data for the specific purposes below with other parties including:

  • Anyone who provides instructions or operates any of your accounts on your behalf, e.g. holders of a Power of Attorney, solicitors, intermediaries, person to whom you have granted security over your account and anybody else that we’ve been instructed to share your data with, by either you, a joint account holder or anybody else who provides instructions or operates any of your accounts on your behalf;
  • Any joint account holders, trustees, beneficiaries or executors, to your legal representative and their advisors and member of your family if you die or suffer mental incapacity for the purposes of them making a payment on your account;
  • Parties who give guarantees or other security for any amounts you owe us;
  • Parties you make payments to or receive payments from;
  • Other AFS Group companies (including their employees, sub-contractors, service providers, directors and officers) and any of their sub-contractors, agents or service providers such as for instance backup and server hosting providers, IT software and maintenance providers, document storage providers and suppliers of other processing and support services;
  • Our legal and professional advisers such as auditors and external legal counsel;
  • Other financial institutions, clearing houses, custodians, counterparties, fund managers, lenders and holders of security over any property you charge to us;
  • Trade associations, credit reference or rating agencies, payment service providers and debt recovery agents;
  • Our business partners who we may have arranged to provide a service to you and anybody party that provides marketing services to us;
  • Parties involved in any disputes, law enforcement, government, courts, dispute resolution bodies, our regulators, auditors and any party appointed or requested by our regulators to carry out investigations or audits of our activities;
  • Agencies for the prevention of fraud and financial crime;
  • Providers of card services, members of a credit card association or merchants where we need to disclose in regard to the operation of cards we supplied to you;
  • Any introducing broker or other intermediary to whom we provide instructions or referrals;
  • With any party to a transaction acquiring risk in, or assuming risk in, or in connection with, the products and services of AFS;
  • Any governmental, banking, taxation or other regulatory authorities or similar bodies with jurisdiction over any part of the AFS Group, or under the rules of a relevant stock exchange, including those which are based overseas;
  • Any member of AFS Group to allow you to access our products and services. This includes our Relationship Managers (if they are employed or engaged by a member of the AFS Group) and our IT support teams for digital platform services;
  • Any potential or actual participant sub participant assignee, transferee or novate (and their employees and advisors) in respect of any of any of our obligations to you under any banking agreement;
  • The courts or arbitration tribunals, and as may otherwise be necessary for the administration of justice, to protect vital interests and to protect the security and integrity of our business operations or those of the AFS Group.

International transfers of personal data

We may need to share any of the above data with parties in different countries, when that is required to carry out our contract with you, to fulfil a legal obligation, to protect the public interest and/or for our own legitimate interests.

The parties that we may share your personal data with may be located in countries that already have adequate protection for personal data under their applicable laws. Where parties are located in countries that do not have such data protection laws, AFS will apply safeguards to maintain the same level of protection as the country in which the products and services are supplied.

These safeguards may be contractual agreements with the overseas recipient, or it may require the recipient to subscribe to international data protection frameworks.

In this way your personal data may be transferred outside the country of the AFS office with which you have a relationship.

For more information about these safeguards, and others as may be relevant from time to time, you can contact us using the ’How to contact us’ section of this Notice.

How long do we keep your personal data and what is the criteria used to determine this?

We keep your personal data for as long as necessary to fulfil the purposes for which it was collected (as described above). Even when you close your account with us, we retain, as long as required, a minimum set of your personal data in order to comply with legal and regulatory requirements or in case of claims or in order to answer any of your queries.

Such personal data include:

  • Activities and transactions carried out by users on the customer’s account via our digital platform;
  • Username (used in our digital platform) of a connected person who no longer works for our customer.

Please reach out to us as per ‘How to contact us’ section of this Notice if you want more information about the retention of personal data.

We will continue to look after your personal data securely and your rights listed in this Privacy Notice remain in place until your personal data is safely deleted from our systems.

The criteria we use to determine data retention periods for your personal data includes the following:

  • Retention in case of queries. We will retain some of it in case of queries from you (for instance, if you submit an application for a product or service for the Customer and if that is unsuccessful);
  • Retention in case of claims. We will retain some of it for the period in which the Customer might legally bring claims against us; and
  • Retention in accordance with legal and regulatory requirements. We will retain some of it after our agreement with the Customer has come to an end and, with respect to access to our digital platform, following the termination of such access, based on our legal and regulatory requirements.

Your right to data protection

You have the following rights to data protection:

  • The right to be informed about the processing of your personal data;
  • The right to have your personal data corrected if it is inaccurate and to have incomplete personal data completed;
  • The right to object to the processing of your personal data;
  • The right to restrict the processing of your personal data;
  • The right to have your personal data erased (the right to be forgotten);
  • The right to request access to your personal data and to obtain information about how we process it;
  • The right to move, copy or transfer your personal data (data portability);
  • The right not to be subject to a decision based solely on automated Processing, including Profiling, which produces legal effects concerning him or her or similarly significantly affects him or her;
  • The right to withdraw your consent at any time (e.g. no longer be included in our marketing campaigns).

Please note that these rights are not absolute and do not apply in all circumstances. It is understood that you will be entitled to any additional rights that would be conferred by the applicable Laws and Regulations. If you wish to exercise any of these rights, please write or mail us. Kindly refer to the section “How to contact us” on how to reach us.

Complaints

In addition, you have the right to complain to the relevant supervisory authority which has enforcement powers and can investigate compliance with data protection laws.

The relevant Personal Data Protection Authority in the Kingdom of Bahrain is the Personal Data Protection Authority in Ministry of Justice, Islamic Affairs and Waqf.

Other Terms and Conditions between us

There may be other terms and conditions in our agreements with the customer that will apply to our use of your personal data. Such terms and conditions must be read in conjunction with this Privacy Notice.

Accessibility

Please contact us if you need a copy of this Notice in another format. Kindly refer to the section below for information on how such a request can be made.

How to contact us

If you have any questions about this Privacy Notice or the way AFS handles personal data, please contact us.

  • Arab Financial Services Co. B.S.C (c) Office 1201, 12th Floor, Bahrain Financial Harbour, East Tower,
  • Building No.1398, Road 4626, Block 346, Manama
  • P.O Box 2152, Bahrain
  • E-mail: [email protected]
  • For more information about AFS please visit our website https://www.arabfinancialservices.ai

Cookies Policy

Cookies Policy

PLEASE READ THIS POLICY CAREFULLY BEFORE USING OUR WEBSITE

Thank you for visiting www.arabfinancialservices.ai("Website"). This policy explains how cookies are used on our website. This policy may be amended from time to time and the latest policy will be posted on this page.

Cookies that are placed on your computer or device are used to make websites work more efficiently, and to provide information to the owners of the site. Our Cookies Policy helps you understand what information is collected, and gives you control over how it is collected and used. The list of cookies used by this website is updated regularly. AFS values your privacy and keeps all the information collected from cookies in a non–personally identifiable format.

By using an AFS Site, you are consenting to our use of cookies and other tracking technology in accordance with this notice. If you do not agree to our use of cookies and other tracking technology in this way, you should set your browser settings accordingly or not use the AFS Site. You can block cookies using your browser settings or allow cookies from specific websites by making them “trusted websites” in your Internet browser. If you disable cookies that we use, this may impact your user experience while on the AFS Site.

When using a mobile device to connect to the internet, you should also refer to the privacy notice of the specific App you are using to understand its specific data collection practices.

Protecting and managing your online privacy

AFS is committed to protecting you and any data (anonymous or otherwise) that we collect about you whilst using our websites. By accessing our websites using any device, you agree that this Cookies Policy applies to that use in addition to any other terms and conditions which may apply.

We do not use cookies to track individual users or to identify them but to gain useful knowledge about how our websites are used so that we can keep improving our online services for our users. We may use cookies to:

  • Ensure your security and privacy when in our websites.
  • Increase our understanding of how you navigate through our websites so that we can identify improvements.

More about cookies

Cookies are small text files that are placed on your computer by websites that you visit. They contain small amounts of information which your computer or mobile device downloads when you visit a website and are widely used in order to make websites work, or work more efficiently, as well as to provide information to the owners of the site. Cookies are designed to be a reliable mechanism for websites to remember information (such as your language preference) or to record the user's browsing activity (including clicking particular buttons, logging in or recording which pages were visited).

See below for details on what information is collected by cookies and how we use that information.

How AFS uses cookies

AFS uses cookies to gain a better understanding of how visitors use this website. Cookies help us tailor AFS websites to your personal needs, letting you navigate between pages more efficiently, improving user-friendliness, remembering your preferences and generally improving your experience whilst on our websites. To enable this some cookies are applied when you enter our sites.

We deploy these technologies when you visit our websites to offer an online experience more suited to the device you use. When you visit our websites from any device (PC, tablet or mobile phone), we collect information about the device or browser you use including the device type, its operating system, its display resolution, its Internet Protocol (IP) address. We also collect information on the way you interact with our websites. It is possible that you may not be able to initiate or complete some tasks in our websites if cookies or similar technologies are disabled on your device.

Cookies used on our website:
Persistent cookies:

Persistent cookies last after the user has closed the browser and allow a website to remember the user’s actions and preferences. This means that, during the cookie's lifespan, its information will be transmitted to the server every time the user visits the website, or every time the user views a resource belonging to that website from another website (such as an advertisement). Persistent cookies are also used to keep users logged into their accounts on websites by eliminating the need to re-enter login credentials at every visit. AFS may also use persistent cookies to allow us to analyze customer visits to our websites. These cookies help us to understand how customers arrive at and use our website so we can improve our online services.

Session cookies:

Session cookies, also known as in-memory cookies or transient cookies, are temporary cookie files which are erased when you close your browser. Session cookies last only for the duration of your visit and exist only in temporary memory whilst the user navigates the website. When you restart your browser and go back to the site that created that cookie, the website will treat you as a new visitor. They facilitate tasks such as allowing a website to identify that a user of a particular device is navigating from page to page during a single browser session and allow you to use the website most efficiently. Session cookies do not have an expiration date assigned to them, which is how the browser knows to treat them as session cookies.

Setting your cookie preferences

You can manage, block or restrict cookies set by any website – including AFS website – through the browser settings on each browser and device you use to access the Internet. If you would prefer to opt out of cookies, it is possible to control cookies by following the steps below, however you should be aware that you might lose some features and functionality of the website if you do so.

Cookies, including those which have already been set, can be deleted from your hard drive. You can also change the preferences/settings in your web browser to control cookies. Some internet browsers have a ‘Do Not Track or ‘DNT’ setting; this sends a signal to websites asking them not to track your browsing. The following links may be helpful:

Please be aware that these are external public links to third party websites and AFS does not accept any liability for the instructions given on these sites.

In some cases, you can choose to accept cookies from the primary site, but block them from third parties. In others, you can block cookies from specific advertisers, or clear out all cookies.

Deleting or blocking cookies may reduce functionality of the site. To learn more about how to manage cookies or turn them, please visit allaboutcookies or go to the help menu within your internet browser. If you experience any problems having deleted cookies, you should contact the supplier of your web browser.

What happens to cookies that have been downloaded in the past?

If you have disabled one or more cookie categories, we may still use information collected from existing cookies, but we will stop using the disabled cookies to gather any further information. You can delete existing cookies from your browser.

We reserve the right to make any changes and corrections to this policy. Please refer to this page from time to time to review these and new additional information.

Anti money laundering

Anti money laundering

Anti-Money Laundering & Anti-Terrorism Financing Policy & Procedures

AFS is regulated and supervised by the Central Bank of Bahrain. The Central Bank of Bahrain requires its licensees to comply with all aspects of legislation related to Anti-Money Laundering and combating terrorist financing, including Customer Due Diligence. AFS complies with Central Bank of Bahrain guidelines to combat money laundering in the Kingdom of Bahrain, namely the Amiri Decree Law No. 4 of 2001 with respect to the prevention and prohibition of the laundering of money and the Central Bank of Bahrain Money Laundering Regulations issued in October 2002. Bahrain is a member of the Gulf Cooperative Council (GCC), which is a member of the Financial Action Task Force (FATF). Central Bank of Bahrain asks for strict compliance with UN and FATF directives.

AFS has issued an anti-money laundering manual, which has been approved by the Board of Directors and complies with the Central Bank of Bahrain regulations, FATF recommendations and international best practice in this respect. These procedures include specific requirements with regard to, amongst other things:

Know your customer (KYC) guidelines

AFS has strict KYC procedures in place which include the validation of business and customer identities prior to commencing business with any customer. Such information is updated on a regular basis.

Suspicious Activity Reporting

Any staff identifying an account or transaction as suspicious is required to report the case to his / her unit's Money Laundering Reporting Officer. The MLRO will review the facts and determine whether a report to the local regulator is required. The filing of a suspicious Transaction Report (STR) cannot be suppressed. Under no circumstances will staff “tip-off” the customer that an STR is being prepared.

Training

It is a requirement that all employees who have potential contract with customers or who process transactions on behalf of customers are required to undertake anti-money laundering training.

Record Retention

AFS is required by law to maintain records which are appropriate to the scale, nature and complexity of the customer’s business. All identity or business relationship records must be kept for a minimum period of 5 years from the end of the banks’ relationship with the customer.

Compliance

AFS ensures compliance with its AML procedures through regular testing and monitoring. In addition, AFS’s internal audit unit conducts periodic review of AFS’s compliance with AML procedures.

BPay terms & conditions

BPay terms & conditions

By using BPay, you agree to the terms and conditions below which form a binding agreement between you and Arab Financial Services Company B.S.C. (c) (“AFS”).

DEFINITIONS:
  • "Beneficiary" refers to the person(s) that the User designates to receive the funds from the Remittance Transaction.
  • "BPay Card" means the virtual card issued by AFS to the User which is linked to the Wallet Account and includes reference to Supplementary Cards.
  • "Call Centre" refers to the customer care telephonic helpline, email provided by AFS.
  • "Charges" means any amount payable by the User arising from the issue and use of the Wallet or BPay Card(s) or the Card number or the PIN or otherwise under these Terms and includes without limitation, all fees, charges, interest, expenses, damages and legal costs and disbursements arising from a Transaction and also refers to any third party levies, or charges, including of Card Scheme.
  • "Card Scheme" means payment networks like Visa /MasterCard /Union Pay or any local network such as Benefit Co. etc.
  • "Content" means software (including machine images), function, application, data, text, audio, video, or images, products or services.
  • "International Remittance" and “International Money Transfer” refers to the cross-border transfer of funds by a User to a registered beneficiary designated as a Remittance Transaction.
  • "International Remittance Transaction" refers to the cross-border payment of funds in Bahraini Dinars that the User requests and authorizes for the purposes of delivering foreign currency funds to the registered beneficiary.
  • "Our" or We or Us refers to AFS.
  • "Remittance Quote" or Remittance Quotation refers to the cross-border declaration of the foreign currency exchange rate or foreign currency amount that will be delivered to the registered beneficiary which the User must accept before proceeding with any cross-border payment.
  • "Services" refers to the products and services made available to the Users through the Wallet App and use of which is subject to these Terms and includes references to Third Party Content.
  • "Transaction" means any transaction including funding, payment or transfer made on or through the use of the Wallet Account, BPay Card including but not limited to purchase or payments made within the Wallet App (“In-App” purchases), cash withdrawal, International Remittance, transfer, bill payments, or any payment at merchant locations or online or ecommerce transaction, refund or any other use of the Wallet Account, Card or Card number.
  • "Third Party Content" means the Content made available to you by any third party on AFS Card or in conjunction with the Services.
  • "You" or Your or User refers to you as a person who has registered and authorized for availing the Services through the Wallet.
  • "Wallet" means the stored value or prepaid account provided by AFS under the name and style BPay. All references to Wallet herein includes references to BPay Card, unless repugnant to the context or meaning thereof.
  • "Wallet App" means BPay mobile application which can be downloaded by the User through Play Store to Apple Store on a mobile.
  • "Wallet Account" means the BPay account registered and maintained with AFS.
APPLICATION OF TERMS:

These Terms and Conditions (“Terms”) form a legal contract between the User and AFS for availing the Services through the Wallet. By registering for BPay and using the Services, the User acknowledges and accepts these Terms and agree to be bound by these Terms. The User expressly agrees and acknowledges to have read and understood the Terms that govern the Services and be bound by and to comply with these Terms. In accordance with these Terms the User undertakes to comply with the Know Your Customer (KYC) process required by AFS and further agrees to comply with all the applicable laws and regulations enforced or may be enforced in the future in the Kingdom of Bahrain. By registering represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see clause 1 for definitions of certain capitalized terms used in this Agreement.

BPay Card:

AFS automatically issues Bpay Card which is linked to Your Wallet Account, as soon as you are registered User. Your use of Bpay Card is subject to the Bpay Card terms and conditions included as part of these Terms in Schedule 1.

CHANGE OF TERMS:

AFS shall have the sole discretion to change, modify or otherwise alter these Terms at any time, by posting the amended Terms on the Wallet App. The amendment to the Terms will be effective as soon as AFS has posted it to the Wallet App. AFS can terminate, change these Terms or add or delete any items in these Terms, at any time at its sole discretion. AFS will provide notice if required by law. The User has no right to change or request amendments to these Terms. The User accepts and understands that it is his / her responsibility to refer to the updated Terms on the Wallet App and will have no right to make any claim against AFS due to lack of his/her notification or consent to the changes made to the Terms. The Terms as amended or updated from time to time by AFS shall be effective without any acknowledgment required from the User. Unless otherwise indicated, amendments will become effective immediately. Users need to review these Terms periodically. User’s continued use of the Wallet App following the changes and/or modifications will constitute User’s acceptance of changes to the Terms.

ELIGIBILITY:

The User must be a resident of Bahrain with a valid CPR and must be 18 years of age or older for availing the Services. The Wallet Account is issued with the profile provided /confirmed by the User at the time of registration and will be associated with the registered mobile number of the User. Users are not permitted to transfer or assign any rights or obligations under these Terms without prior written consent of AFS.

CURRENT OF THE WALLET ACCOUNT:

The currency of Wallet Account shall be Bahraini Dinar (BHD).

CHARGES:

Charges for Services provided by AFS under the Wallet App shall be as set out in the Wallet App. Charges shown in the Wallet App may not include Charges that any third party may charge for the use of Third-Party Content or Charges from Card Scheme. AFS reserves the right to charge or modify the Charges and provide notifications to the Users through the Wallet App. All payments by the User to AFS shall be subject to levy of any value added tax (VAT) or other tax, withholdings, levies etc. which the User will bear. Charges are deducted from the Wallet Account. The User hereby authorizes AFS to deduct the said Charges by debiting the Wallet Account of the User.

REFUSAL OF THIRD PARTIES:

AFS shall not be liable or responsible if any third party that refuses to accept the Wallet or BPay Card. AFS is not responsible in any manner for the goods or services that are provided to the User and User must contact the provider directly to resolve any issues relating to the goods or services provided to the User.

PROHIBBITED USE:

You are not permitted to use the Wallet App for any illegal purpose, including the purchase of goods or services that are prohibited under the laws of the Kingdom of Bahrain. Any suspected or actual use of the Wallet App for illegal purpose shall be subject to cancelation of the Wallet Account and User must pay all outstanding amounts immediately.

UNAUTHORISED ACCESS:

The User shall not disclose the PIN (Login credential to BPay) and/or OTP (One Time Password) and/or security question to any person. If the User fails to observe any of the security procedures, he/she may incur liability for unauthorized use. Where the User uses the Wallet App for any purpose which is illegal, improper or which is not authorized under these Terms, AFS shall have the right to disable the Wallet App.

TERMINATION:

The User may terminate and close its Wallet Account by contacting the Call Centre. The User shall remain responsible for any transactions made through the Wallet Account until such termination. Upon termination, AFS will forfeit the balance on the Wallet Account, unless AFS is legally prohibited to do so. User remains responsible to use the balance prior to initiating closure. Where the User becomes bankrupt or insolvent, all existing amounts outstanding on the Wallet Account or BPay Card shall become due and payable immediately under Terms and all User access to the Wallet App shall be terminated including the access to Supplementary Card holder.

EXCLUSION OF WARRANTIES:

The Wallet is provided “as is”, "where is" and “as available” and without warranties of any kind. To the extent permitted by law, AFS and its licensors make no representations or warranties or guarantees of any kind or nature, whether express or implied, relating to the Wallet, and specifically disclaims all such warranties including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. Without limiting the previous disclaimer, to the extent permitted by law, AFS and its licensors do not represent, warrant or guarantee that the Wallet will (i) operate in an uninterrupted, timely, secure or error-free manner, (ii) always be available or free from all harmful components or errors or (iii) be secure against or immune from (including the content delivered to you or the information you provided) any unauthorized access.

THIRD PARTY CONTENT:

AFS may also provide links or access to Third Party Content, including of AFS’s affiliated companies. AFS does not provide any guarantee or warranty in relation to the Content, goods or services that Users purchases from such third-party sellers will be satisfactory. Any warranties to fitness, quality or merchantability of Third-party Content are DISCLAIMED by AFS absolutely. Neither does AFS guarantee any safety or security in such third-party application or websites. This DISCLAIMER does not affect User’s statutory rights against the third-party seller.

Such access will not be construed as an endorsement, sponsorship, or affiliation. AFS exercises no control whatsoever over such other Third-Party Content, and is not responsible or liable for the availability, functioning, or quality thereof or the content, advertising, products or other materials thereon. AFS will not be responsible or liable, directly or indirectly, for any damage or loss (including data loss) incurred or suffered by any User in connection therewith. User’s access and use of Third-Party Content, including information, material, products and offers therein, is solely at your own risk. Use of third-party services may require your agreement to separate written terms and conditions with the third-party seller.

AFS may disclose your personal information related to that transaction to the third-party seller solely for the purpose of User’s use of third party services. By accepting these terms and conditions the User expressly agrees to disclosing personal data to third party sellers.

In regard to your purchase of any Third-Party Content through the Wallet App, following additional conditions apply:

  • AFS reserves the right to delay decisions or decline purchases for any reason;
  • AFS is not responsible for delay in delivery of the purchased product or service following your order;
  • AFS will not be responsible for any loss or damage resulting from lost or theft or unauthorized use of the products;
  • No returns or refunds accepted for products once bought; and
  • Each third-party product might have additional terms and conditions, which Users are encouraged to understand before buying the products.
  • AFS may at its sole discretion remove any third party links or discontinue any third party services, with or without prior notice to the Users.

OFFERS, PROMOTIONS THROUGH THE WALLET:

For promotional purposes you agree that AFS places, displays or offers to User advertisements, promotion materials or other content and materials or products belonging to AFS or other third parties including AFS affiliated companies. By agreeing to these terms and conditions, the User agrees to have explicitly opted to receive such information and communication through Wallet App, emails, SMS messages or other means.

AFS may from time to time introduce offers, promotions for limited period with specific merchants. Such offers, and promotions are revocable at AFS’s sole discretion at any time.

CHARGEBACK:

AFS will process User’s chargeback request or disputed transactions in accordance with our standard operating procedures. User remains responsible for all fines, penalties and other liability incurred by AFS, a User, or a third party caused by or arising out chargeback, reversals, claims etc. and shall be liable to reimburse AFS or third party for these.

DATA PROTECTION
  1. You consent, on Your own behalf and on behalf of any third-party individuals (e.g., beneficial owners, cardholders that You use, etc.) to the collection, use, processing, and disclosure of any Personal Data.
  2. "Personal Data" is information:
    • that identifies or can be used to identify You;
    • that relates to, describes, is reasonably capable of being associated with You;
    • could reasonably be linked (directly or indirectly) with You; or
    • that can be used to authenticate You or provide access to the Wallet Account.
  3. AFS will use your Personal Data where we have your consent as provided hereunder or when we have another lawful reason such as:
    • need to process the data to enter into or carry out an agreement we have with You;
    • need to pursue our own legitimate interests;
    • need to process the data to comply with a legal obligation (e.g. compliance with our regulatory obligations under any applicable regimes including without limitation sanctions due diligence checks, or to comply with tax regulations that require us to report the tax status of our customers);
    • need to establish, exercise or defend our legal rights or those of a our affiliated companies or a third party employed by us; or
    • When we believe the use of your data as described is in the public interest.
  4. Where you provide any Personal Data relating to third party individuals to AFS, you represent and warrant that you have:
    • informed such third-party individuals that Personal Data relating to them has been or will be disclosed to AFS;
    • informed such third-party individuals that such Personal Data will be collected, used, processed and/or disclosed by AFS in the manner and for the purposes as described in these Terms and
    • obtained the consent of such third-party individuals for the foregoing.
  5. Upon reasonable request from AFS, you agree to provide AFS with a copy of document(s) containing such consent or which evidences that the relevant third-party individual has given such consent. You agree to indemnify and keep indemnified AFS, it’s affiliates, directors, officers, employees and/or agents from and against any and all fines, penalties, liabilities, obligations, losses, damages, suits and expenses which may be incurred by or asserted against us as a result of breach of this warranty, other than those resulting from the negligence, willful default or fraud on the part of AFS or that of it’s affiliates, directors, officers, employees and/or agents.
  6. You acknowledge that AFS may store client data in servers outside its domicile for operational reasons.
  7. To confirm your identity we may make searches at credit reference agencies, including electoral register information. If you ask, we will tell you which agencies we have used so you can get a copy of your details from them. You confirm that we may act in this way and that you have consented for us to so act from any joint applicant who is not present, and you will share with them the details of what you have agreed to on their behalf.
  8. We wish to emphasise that AFS does not sell personal data to any third parties and we shall remain fully compliant of any duty or obligation of confidentiality imposed on us under the applicable agreement(s) and/or terms and conditions that govern our relationship with you or our customer or any applicable law.
  9. The terms and conditions for the processing of personal data are defined in a separate "Privacy Notice". This Privacy Notice, and all changes thereto, are posted on the corporate website of AFS (https://www.arabfinancialservices.ai). You agree to the terms of this Privacy Notice and the consents stated therein and shall ensure that all individuals in respect of whom you have disclosed personal data to us receive a copy of such Privacy Notice and acknowledge the terms thereof. If you wish to have a copy of the Privacy Notice sent to you, please contact us and we shall do so.
PROPRIETARY RIGHTS:

The User acknowledges that the underlying software required for accessing the Wallet and availing the Service/s is the legal property of AFS. The permission given by AFS to access the Wallet/ and to avail Service/s will not be construed as any transfer or assignment of any proprietary or ownership rights in such software. The User shall not attempt to modify, translate, disassemble, decompile or reverse engineer the underlying software or create any derivative product based on the software. B Wallet logo is trademark and property of AFS. Infringement of any intellectual property is strictly prohibited.

ACCOUNT LIMIT:

Currently maximum single transaction limit is BD 2,500 and maximum balance limit per individual is BD 2,500. This may be revised at AFS’s sole discretion at any time subject to the Central Bank of Bahrain rules.

INTERNATIONAL MONEY TRANSFER / REMITTANCE
  1. Services

    International Remittance or International Money Transfer is a service that is offered by AFS to the User on BPay app. AFS offers the User the ability to perform cross-border remittance using the funds within their Wallet Account in Bahraini Dinars.

  2. Personal Data

    The User authorizes AFS to use the service of third parties to verify the User’s information and beneficiary’s identity details / credit history / regulatory checks such as sanction screening at the time / prior / or subsequent to the registration or the cross-border payment and obtain reports relating to the registered user and registered beneficiaries. The User authorizes AFS to process his/her personal data and share his/her Personal Data with third parties to the extent necessary for the User’s use of BPay.

  3. Remittance Fees

    AFS does not control and is not responsible in any manner for any fees or charges that may be imposed by AFS remittance solution partners or by the beneficiary’s financial or telecommunications institution(s) associated with the International Remittance transaction.

  4. Payments And Delivery of Funds

    Funds are delivered to the Beneficiary in the manner that the User specifies from the list of available delivery options which vary by Destination Country. The User cannot change the delivery options after they complete the transaction online. For cash pick up as a delivery option, funds shall not be disbursed to a recipient unless the Beneficiary presents specified information to verify the Beneficiary’s identity. Delivery time for all delivery options is subject to AML and sanction screening compliance checks.

  5. Foreign Exchange Quotation or Foreign Exchange Rate

    The Foreign Exchange Rate applied on the transaction will be the prevailing rate on the day and/or time when the transaction is initiated. The Foreign Exchange Rate or the Foreign Exchange Quotation applied on the transaction will be displayed on the transaction confirmation page. Foreign Exchange Rates and Foreign Exchange Quotations are subject to change at any time.

  6. Cancelling Payments

    The User cannot cancel or amend any remittance instructions once confirmed, approved, and processed by the User. Additionally, when the User places a request to cancel an instruction by phone or email after a transaction has been authorized by the User, such cancellation is not guaranteed by AFS.

  7. Restrictions and Liabilities
    • In order to use the International Remittance Service, the User must accept these terms and conditions with AFS. The User agrees that availing the service as a User constitute acceptance by the User to these terms and conditions.
    • The registered User agrees to register beneficiary accounts within AFS’s systems.
    • The User agrees that the beneficiary must be the age of 18 or above.
    • Even if AFS has approved the User and User’s registered beneficiaries for use of the International Remittance Service, there may still be cases where AFS is unable to process money transfers in accordance with the registered information, due to the restrictions on transactions set forth in the beneficiary country or for other reasons.
    • AFS may be liable to the User where AFS fails to perform or incorrectly perform an International Remittance Transaction that is authorized by the User. This means that in the event of a non-executed or incorrectly executed International Remittance Transaction, AFS will refund an amount not exceeding the actual Transaction value to the User and limited to the extent the Transaction was not executed or it was incorrectly executed. The User is entitled to claim a refund of all fees applied to the extent they have been charged or incurred in connection with an unexecuted or incorrectly executed Transaction. The foregoing is the User’s sole and exclusive remedy and AFS’s sole liability for an amount not exceeding the transaction amount at any time.
    • AFS is not liable for any unauthorized or incorrectly executed International Remittance Transactions if the User does not let AFS know about an unauthorized or incorrectly executed transaction within ten (10) calendar days after the date of execution of the transaction
    • AFS is not liable for validating beneficiary account details. These are solely the responsibility of the User to ensure that the beneficiary is registered with the correct account details.
    • AFS is not liable or responsible for canceling or refunding the International Remittance transaction if the funds were remitted to a beneficiary registered with incorrect account details. That is, AFS cannot cancel or refund funds transferred to an unintended beneficiary as a result of mistake by the User during beneficiary registration.
    • AFS will have no liability if AFS fails to perform or incorrectly performs the International Remittance Transaction where the reason was due to events outside of AFS’s control or outside of AFS’s statutory obligations.
    • AFS reserves the right to amend, extend or revoke its International Remittance or International Money services.
CONTENT AND CONTENT RIGHTS
  • All content that is made available in the Wallet App or accessible as part of or by the use of the Wallet App (including audio and sound files, data files, images, music, photographs, software, videos, and written text) ("Content") is entirely the responsibility of the originator of such Content. The Content may include advertisements, promotional material and documents or other sponsored Content.
  • The Content may be protected by proprietary or intellectual property rights of third parties (such as partners, advertisers and sponsors or their agents who provide such Content to AFS). User is not permitted to modify, rent, lease, loan, sell, distribute or create derivative works based on any Content (either in whole or in part) or to grant licenses in the Content.
EKYC CONSENT

The User acknowledges and agrees that, upon registration, the User will be required to digitally consent to AFS sharing the User’s personal information with The Benefit Company B.S.C. (c) at the time of registration and on a periodic basis for the purpose of verifying the User’s KYC information.

DISCLAIMER:

IN NO EVENT SHALL AFS OR ITS RESPECTIVE AFFILIATES BE LIABLE TO THE USER OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AS CONSEQUENTIAL DAMAGES), EXEMPLARY, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) IN CONNECTION WITH THE USE OF THE WALLET, USE OR PERFORMANCE OF, OR INABILITY TO USE, THE WALLET OR SERVICES OR IN CONNECTION WITH ANY CLAIM ARISING FROM THE USE OF WALLET APP or IN CONNECTION WITH THE USE OF THE THIRD PARTY CONTENT, USE OR PERFORMANCE OF, OR INABILITY TO USE, THIRD-PARTY CONTENT OR SERVICES OR IN CONNECTION WITH ANY CLAIM ARISING FROM THE USE OF THIRD-PARTY CONTENT (INCLUDING, WITHOUT LIMITATION, BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE).

THE TOTAL CUMULATIVE LIABILITY OF AFS OR ITS AFFILIATES FOR ALL DIRECT DAMAGES ARISING UNDER ALL CLAIMS IN CONNECTION WITH THE WALLET OR SERVICE, THIRD PARTY CONTENT OR THIRD-PARTY SERVICES, REGARDLESS OF THE FORM OF ACTION (INCLUDING, BUT NOT LIMITED TO, ACTIONS FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, RESCISSION, MISREPRESENTATION AND BREACH OF WARRANTY) SHALL NOT IN THE AGGREGATE EXCEED BD 1,000 FOR ANY CLAIMS FOR ANY USER.

THE PRODUCTS AND SERVICES REFERRED TO HEREIN ARE SUBJECT TO THE TERMS AND CONDITIONS GOVERNING THEM AS SPECIFIED BY AFS FROM TIME TO TIME AT THE WEBSITE OF AFS. NOTHING CONTAINED HEREIN SHALL CONSTITUTE OR BE DEEMED TO CONSTITUTE AN ADVICE, INVITATION OR SOLICITATION TO PURCHASE ANY PRODUCTS/SERVICES OF AFS. OUR RELATIONSHIP IS GOVERNED EXCLUSIVELY BY THESE TERMS & CONDITIONS AND NO PRESUMPTION OF ANY RELATION OTHER THAN THAT CONTEMPLATED BY THIS DOCUMENT SHALL BE PRESUMED OR EXIST.

ELECTRONIC INSTRUCTIONS

All electronic mail (“email”) instructions from the User in relation to Wallet, BPay Card, or Services (such instructions are hereinafter referred to as the “Email Instructions”) shall be subject to following conditions:

  • By sending the instructions by email, User authorises AFS is to accept the Email Instructions appearing to have been received from the User.
  • AFS may in its absolute discretion and without incurring any liability whatsoever to the User, refuse to act on any email Instruction if AFS has any doubt that the email is not from the User.
  • Notwithstanding anything herein contained, User shall be under no obligation to enquire into, or confirm the authenticity of, the Email Instruction or to verify any signature in the Instruction and shall be entitled to rely on such Email Instruction.
  • User shall indemnify AFS and hold AFS harmless from and against all costs, claims, damages, fees and proceedings that may arise or that AFS may suffer or incur by reason of having accepted and acted on any Email Instructions.
  • Each third-party product might have additional terms and conditions, which Users are encouraged to understand before buying the products.
  • AFS may at its sole discretion remove any third party links or discontinue any third party services, with or without prior notice to the Users.

Schedule 1

In the addition to the foregoing Terms, use of BPay Card shall be subject to following terms and conditions:

FUNDING AND BALANCE ON BPAY CARDS

BPay Cards are linked to Wallet Account and hence limits on funding and balance shall subject to the Terms. BPay Cards will not have any separate balance and will reflect the balance as per Wallet Account and Transactions made through the Wallet and use of the BPay Card.

SUPPLEMENTAL CARDS
  • If User request, AFS may, issue supplementary card(s) (“Supplementary Card”) linked to User’s Wallet Account for User’s minor child /children aged between 6 to 17. Supplementary Cards will be issued only after the User has obtained completion of the registration process of the minor child. The minor child must have a valid Bahraini CPR to register for Supplementary Card. Use, cancelation and issuance of Supplementary Card(s) shall be subject to Terms.
  • The User remains primary owner of the Supplementary Card and shall be solely liable for all liabilities incurred under the Supplementary Card, including any outstanding and or unpaid balances.
EXPIRY OF BPay CARD

BPay Card expire within five (5) years from their issuance, unless indicated otherwise on the BPay Card. Notwithstanding this AFS reserves the right to cancel any BPay Card or Supplementary Card(s) at any time. On cancelation, all existing amounts owed by the User to AFS shall become immediately due and payable.

SENSITIVE CARD DETAILS
  • Card details such as full Card number, CVV, PIN are sensitive information and personal to the User. User is prohibited from disclosing any Card details to any third party.
  • User is not permitted to allow any other person to use BPay Card and User undertakes at all times to safeguard BPay Card and any personal identification number issued, and to keep it under its personal control.
  • User must notify AFS immediately if it became aware of any disclosure of or access to BPay Card by any third party.
INTERNATIONAL TRANSACTIONS:

The value of all Transactions made via BPay Card will be charged to your Wallet Account in the currency of your Wallet Account. Transactions that are effected in currencies other than the currency of Wallet Account will be debited to the Wallet Account after conversion into Wallet Account’s currency at a rate of exchange to be determined by AFS from time to time. All Transactions that are conducted or contracted in currencies other than US Dollar will first be settled in US Dollar and then converted to and settled in the currency of Wallet Account. All non-BHD Transactions whether made at point of sale, online or on ecommerce gateway, shall be subject to levy of forex mark-up on the exchange rate as notified by AFS through it its Wallet App. The current forex mark-up is 3.5%, which is subject to change.

Merchant terms & conditions

Merchant terms & conditions

This AFS MERCHANT AGREEMENT as amended by AFS from time to time, is a contract between Arab Financial Services Co. B.S.C (c) (“AFS”) and the Merchant, containing terms and conditions that govern the supply of Services to the Merchant.This AFS Merchant Agreement will be effective for all Merchants as of

DEFINITION AND INTERPRETATIONS

1. In this Agreement, the capitalized words or phrases below shall have the meanings shown next to them unless otherwise denied or the context otherwise requires

  • “Acquirer” - means a person who supplies Acquiring Services to the Merchant under this Agreement where that person is AFS;
  • “Acquiring Services” means the deployment of various modes of payment acceptance, including POS Terminal, and includes Card Acquiring and acquiring payment based on quick response code (QR Code), Transactions Authorisation, and processing of Settlement files related to Transactions, and processing of Chargebacks, Refunds, Representments, Retro-Charges as applicable and Settlement to the Merchants;
  • “Account(s)” means any mobile digital wallet or any other QR Code based payment account, virtual card account, or a mobile payment account and any additional or other valid payment account issued by an Issuer, either as closed loop or under one of the Schemes as may be updated, modified, or replaced and notified by AFS to the Merchant in writing from time to time;
  • “Access ID” means the unique alphanumeric/numeric code for the Merchant’s account with AFS.
  • “AFS” means Arab Financial Services Co. B.S.C (c), including any successor business or any other person Arab Financial Services Co. B.S.C. (c) may transfer or assign its rights and/or obligations to;
  • “AFS’s Authorisation Center” means the center administered by or on behalf of AFS and contactable 24 hours a day, seven (7) days a week, which the Merchant should contact by telephone at +973 17 299 444 (or such other number as may be notified by AFS to the Merchant from time to time) to obtain authorization in the event of query or doubt as to the validity of any card or transaction;
  • “Agreement” means this AFS Merchant Agreement, the Schedules, Application Form, Schedule of Charges, Scheme Rules Operating Guide, Privacy Notice, and any additional terms and conditions, manuals, policies, procedures and documents that apply to the Merchant, in each case as may be amended, updated, or replaced from time to time;
  • “Application Form”means the application form that the Merchant submits when applying for the provision of Services, setting out the Merchant’s selection of Services and Charges for the Services, which are subject to change from time to time; the Application Form may carry a branding name of AFS bundled offers, such as “AFS GO APPLICATION FORM” or any other branded or bundled packages offered by AFS, from time to time;
  • “Authorisation” means in case of the acquired Services, the confirmation at the time of a trnsaction from the relevant Issuer that the Card used to pay for the Transaction has not been blocked for any reason or listed as lost or stolen or as having had its security compromised and that there are sufficient funds available for the relevant Transaction; and “Authorise” and “Authorised" shall be construed accordingly;
  • “Bahraini Dinars” or “BHD” means the lawful currency of the Kingdom of Bahrain;
  • “Bank Account”means the valid account held by the Merchant under this Agreement, as provided by the Merchant
  • “BPay” refers to AFS own branded Account issued to Account Holders approved by AFS.”
  • “Business Day” means any day other than a Friday and a Saturday or a public holiday on which banks and other financial institutions are open for business in the kingdom of Bahrain;
  • “Card(s)” means any valid payment card or other valid payment mode in any card category (debit card, credit card, charge card, commercial card, or prepaid card) used by an Issuer under a Scheme whose payments AFS is able to process(as notifed by AFS to the Merchants from time to time) and includes an Account. All references to Card in this Agreement shall include references to Accounts and all references to Cardholder shall include references to Account holder;
  • “Cardholder(s)” means any person who is entitled to use the Card or to whom the Card has been issued by the issuer and who is a customer purchasing goods and/or services from the Merchant;
  • “Card-Not-Present Transaction(s)” or “CNP Transaction” means a Transaction by a Cardholder where the Cardholder is not physically present at the Merchant Outlet at the time of the Transaction and it comprises telephone order or mail order Transaction;
  • “Chargeback” means any circumstances where Issuers, Schemes and/or other financial institutions either refuse to Settle a Transaction or demand payment from Acquirer in respect of a Transactions that has been Settled and/or in respect of which payment has been made to the Merchant notwithstanding any Authorisation
  • “Chargeback Fee” means fee charged by AFS for processing a Chargeback, any reasonable cost or expenses or assessments incurred by AFS as a result of or in connection with a Chargeback;
  • “Chargeback-to-Sales Ratio” means the specific Chargeback threshold for Transactions as may be varied the Schemes;
  • “Charges” means all fees, charges or costs payable for the Services and other charges or fees specified in the Application Form and Schedule of Charges, including but not limited to merchant services fees (MSF), transaction fees, Chargeback fees, Fall Below Fee etc.;
  • “Chip-and-PIN” means all face-to-face Transactions processed in line with the Chip-and-PIN program;
  • "Confidential Information" means this Agreement and information relating to it, information about AFS's business and any other information that would be regarded as confidential, privileged, private or sensitive information by a reasonable person, or which by its nature is clearly confidential, howsoever presented, whether in oral, physical, or electronic form, and which is disclosed by one Party to another hereunder, including (but not limited to) pricing and specifications relating to the Services, excluding Transaction Data;
  • "Control" or "Controlled" means the exercise, or ability to exercise, or entitlement to acquire, direct or indirect control over a body corporate, and a "Change of Control" shall be deemed to have occurred if any person or persons who control(s) the body corporate at the Effective Date subsequently cease to control the body corporate;
  • “DCC” means the dynamic currency conversion process whereby the Merchant accepts a Transaction either in the currency of the Cardholder’s Card or the local currency;
  • "DCC Currency" means the currency of the Foreign Cardholder's country of issue and/or billing currency and is denominated by the Card;
  • “ECR” refers to Electronic Cash Register;
  • "Effective date" means the date the Merchant signs the Application Form and the date on which the Merchant has been notified by AFS (at our sole and absolute discretion) that the Merchant's application for provision of Services has been accepted;
  • "Equipment" means the POS Terminal and hardware equipment, software, and other electronic computer and telecommunications devices and equipment (including any Chip-and-PIN processing equipment) or any application (in the case of SoftPOS) provided by AFS to the Merchant to process any Transaction;
  • "e-Channels" means the online interface supported by the Merchant to connect Customers to AFS's Payment Gateway system, which may also include the use of mobile banking, Interactive Voice Response (IVR) and POS Terminals.
  • "Fall Below Fee" means Fee charged by AFS to Merchants who do not transact or transact below a set threshold based on the minimum value amount set by AFS in the Application Form;
  • "Floor Limit" means any monetary limit (of which we notify you from time to time) above which the Merchant must obtain AFS's Authorisation prior to completing a Transaction;
  • "Foreign Cardholder(s)" means a Cardholder of a Card where the currency of the Card's country of issue and/or billing currency is not the local currency of Bahrain and the Card Scheme uses DCC. "Foreign Transaction" shall mean the Transaction conducted by a Foreign Cardholder
  • "Hospitality Industry" means any category or field within the broad range of service-oriented industries, which includes hotels and lodgings, the food and beverage industry, event planning, theme parks, transportation, cruise lines, and other businesses in the tourism industry, car or vehicle rental services;
  • "Intellectual Property Rights" means any patents, inventions, know-how, trade secrets, and other Confidential Information, registered designs, copyrights, software,database rights, design rights, moral rights, trademarks,service marks, images, logos, domain names, businessnames, or trade names, and all other intellectual property and neighboring rights and similar rights in any part ofthe world (whether or not registered or capable of registration);
  • "In-Application Payment" means payment made within the application of an Account (for example, game ..."
  • “Issuer” means the institution who issues Cards;
  • "KYC Details" means the know your customer information that is required to be fumished by the Merchant to AFS from time to time with regard to the Merchant's ownership, business, and operations in accordance with the CBB requirements and Scheme Rules;
  • "Law" means a laws or regulations (Incuding the requirements of any Regulatory Authority) applicable to a Party (including a Party's rights or obligations) or to any Transaction or Refund for the time being in force in a jurisdiction;
  • 'Merchant" means the person to whom AFS has authorised the use of the Services pursuant to the application Form signed by the Merchant, and unless the context otherwise requires, includes the Merchant's directors, employees, staff, agents, subcontractors, or anyone acting on the Merchant's behalf and the Merchant's heirs after the Merchant's death (this does not apply to companies) and the Merchant's successors and approved assignees. If two or more persons are referredto as"Merchants,"each shall be liable individually as well as jointly;
  • "Merchant Outlet" means the physical retail outlet (or department) owned and operated by the Merchant in the Kingdom of Bahrain and which is agreed with the Merchant and/or any other outlets (or departments) as may be agreed by AFS in writing;
  • 'Minimum Annual Transaction Volume" means the expected Transaction volume agreed with the Merchant in the Application Form over a certain period of time,such as monthly quarterly , or annually;
  • "Network Outage" means any time in which no traffic can pass in, out, or between AFS's Payment Gateway Equipment and/or the Merchant's web server hosting the e-Commerce website for more than fifteen (15) consecutive minutes.
  • "Offline Transaction" means a Transaction where an authorization is obtained manually through the AFS Authorisation Center and requires the signature of the Cardholder;
  • "Operating Guide" means any operating guides (including but not limited to any instructions, guides or manuals) which AFS makes available to the Merchant as amended, updated, or replaced from time to time;
  • “Party” means each AFS and the Merchant, and “Parties” means AFS and the Merchant together;
  • "PCI DSS" means the Payment Card Industry Data Security Standards which apply as amended, updated or replaced from time to time, including 3-D Secure to improve the security of CNP Transactions. Details can be found at https://www.pcisecuritystandards.org or any other location that the Merchant may be notified of from time to time;
  • "Payment Link" means the application allows sending customers electronic invoices (via email, SMS, copy link to post on other social media) with a "Pay Now" button to seamlessly pay;
  • "Payment Gateway Services" means the gateway services offered by AFS in accordance with the Schedule 1 to this Agreement, which provide the Merchant with the software and connectivity to allow real-time secure payment data transmission for processing of Card payments on the Merchant's website or mobile application;
  • “Payment Gateway Transaction” means the Transaction made using Payment Gateway Services;
  • “PAN” means the Cardholder’s primary account number displayed on the Card;
  • "Personal Data" means any information relating to any individual who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that individual and includes Transactional Data and Security Code;
  • "PIN" means the Cardholder's personal identification number on the Card;
  • "POS Terminal" means the authorised point of sale machines and associated equipment or devices owned and operated by AFS to receive Card payments and record Transaction Data, which includes SoftPOS;
  • “POS Record” or “Receipt” means the printed receipt of any Transaction (approved, referral, or declined Transaction);
  • “Privacy Notice” means AFS’s privacy statement as updated from time to time by AFS and which is made available at www.arabfinancialservices.ai;
  • "QR Code" means a machine-readable code consisting of an array of black and white squares, typically used for storing URLs or other information for reading by the camera on a smartphone;
  • “Recurring Transaction” means a repetitive periodic Transaction for which the Merchant charges the Card or Account (e.g., subscriptions or instalments);
  • “Refund” means a refund given to the Cardholder or the Account Holder by the Merchant of a payment for credit to that Cardholder’s or Account Holder’s account;
  • “Representment” means a Transaction to reverse a Chargeback by the re-execution of the original Transaction, where the Merchant has successfully challenged the Chargeback;
  • "Regulatory Authority" means any govemmental or regulatory authority, and/or any self-regulatory authority, governmental department, agency, commission, board' tribunal, crown corporation, or court, or other law, rule, or regulation-making entity with jurisdiction over any of the' Parties and/or their businesses or any part or subdivision thereof in any territory in which the Services are made available or any local authority, district or other subdivision thereof (including, in respect of Bahrain, the Central Bank of Bahrain (CBB), Ministry of Industry, Commerce and Tourism, and any other body which succeeds or replaces any of the foregoing);
  • “Retro-Charge” means a Transaction initiated by the Merchant to reverse a Refund to which the Cardholder or Account Holder was not entitled;
  • “Retro-Charge” means a Transaction initiated by the Merchant to reverse a Refund to which the Cardholder or Account Holder was not entitled;
  • “Scheme(s)” means payment schemes networks linked to payment cards, facilitating electronic funds transfers and governing the issue and use of the scheme branded Cards, as may be approved and notified by AFS to the Merchant in writing from time to time, such as Visa Inc; MasterCard; Amex, UPI etc.
  • "Settlement" means any payment AFS makes to the Merchant under this Agreement in the course Of Acquiring Services or any Value-Added Services (and "Settle" and "Settled" will be construed accordingly);
  • "Settlement Date" means the Business Day (notified to the Merchant by AFS from time to time) on which the Settlement occurs;
  • "Scheme Rules" means the collective set of bylaws, rules, regulations, operating regulations, policies, procedures, guidelines, and manuals issued by (or in relation to) AFS and/or any Scheme and/or any Other Scheme, as may be amended, updated, or replaced from time to time, and which shall form an integral part of this Agreement as if annexed to or set out in the body of this Agreement in full;
  • "Schedule of Charges" means the document(s) outlining charges payable by the Merchant to AFS in connection with the Services, whether attached to or included within the Application Form, and/or otherwise provided by AFS to the Merchant from time to time;
  • "Security Code" means security related information used to authenticate Cardholders and authorise Card transactions and includes any of the following contained in a Card: the contents of the magnetic stripe; the Card verification value in the magnetic stripe or in a chip; the Card security code; and the PIN verification value contained in the magnetic stripe;
  • "Services" means any or all of the Acquiring Services, the Value-add Services and/or the POS Terminal hire services that are provided to the Merchant by AFS under this Agreement;
  • "“SoftPOS" means the payment software application provided by AFS to the Merchant to accept Transactions using a Card and/or Payment Links on the Merchant's mobile device;
  • "“SoftPOS" means the payment software application provided by AFS to the Merchant to accept Transactions using a Card and/or Payment Links on the Merchant's mobile device;
  • "Surcharge" means any additional charge or payment added by the Merchant to the Cardholder making a Card payment, and which is prohibited by law;
  • "Term" means the duration for which this Agreement shall be valid for each Merchant. The Term of this Agreement shall commence on the Effective Date and continue for 3 (three) years, and auto-renews for consecutive terms of 3 (three) years each;
  • "Transaction" means any payment howsoever accept-ed, whether through Payment Gateway Services, CNP, POS Terminal, SoftPOS, In-Application Payments and any other mode of acceptance provided under the Services to the Merchant, which payment can be made using either: (a) a Card, a Card number, or otherwise to debit or credit the applicable Card account; or (b) a payment through an Account; in each case, in accordance with the terms of this Agreement and in relation to which AFS supplies any of the Services to Merchant, or a reversal of the same. Unless the context requires otherwise, a reference to "Transaction" shall include a reference to a Refund, a Representment, a Retro-Charge, a Recurring Transaction, and a series of connected Transactions;
  • “Transaction” shall include a reference to a Refund, a Representment, a Retro-Charge, a Recurring Transaction, and a series of connected Transactions;“Transaction Data” means Personal Data comprised in a particular Transaction and any other data relating to the Transaction, including the value of the Transaction and the Card information;
  • 'Tax" means all forms of tax and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable, and any penalty, fine, surcharge, interest, charges or costs relating to it and includes VAT;
  • “Turnover” means the total volume of the Transactions in monetary terms measured over a period of time;
  • "Value-add Services" means (i) Payment Gateway Services; (ii) DCC Services; (iii) BPay acceptance as well as (iv) any other services as AFS may specify from time to time in the Application Form, in each case excluding Acquiring Services, as more particularly described in the Schedule 1 to the Agreement.
  • "VAT" means means value-added tax and any other similar tax or duty;

2. In this Agreement:

  • Any reference to the singular includes the plural and vice versa.
  • Words denoting the masculine will include the feminine and vice versa.
  • Words denoting natural persons will include companies and vice versa.
  • Reference to date shall be in accordance with the Gregorian calendar.
  • References to clauses andAnnexures means the clauses and Annexures of this Agreement.
  • Words like “includes”, “including”, “in particular” and “other” will mean by way of example, emphasis, or illustration only and will not limit the interpretation of any words that may come before them or that may follow.
  • Any obligation to do or not to do something includes an obligation to arrange for it to be done or not done, as appropriate.
  • Reference to any law, statute, or statutory provision will include any amendment, addition, or replacement to it and any legislation made under it.
  • Reference to any document means that document as it is in force for the time being, and as amended, updated or replaced from time to time.
  • Clause headings in this Agreement are for convenience only and are not intended to define, construe, limit, expand, or describe the scope or intent of this Agreement;
APPLICATION FORM
  • In order to receive Services, Merchant shall complete Application Form with complete information on its business and its selection of Value-add Services, Offers etc. and its key personnel contact information including its authorised representatives and signatory(ies), who shall be the focal point of contact for any communications, representation, accepting or giving instructions or consents in connection with day-to-day management of the Services and in connection with discharging its rights and obligations under this Agreement.
  • The Application Form shall be signed electronically by authorised signatory(ies) designated by the Merchant in the Application Form. Any electronic acceptance or electronic signature by and on behalf of the Merchant transmitted by electronic mail (e-mail) or through the AFS portal is to be treated as an original signature and is to be considered to have the same binding effect as an original signature or original document.
  • AFS shall not be responsible to verify the accuracy of the email address or whether it belongs to the Merchant's authorised signatories or not. Merchant shall be liable to hold AFS harmless and indemnify and keep indemnified AFS, its affiliates, directors, officers, employees, and/or agents from and against any and all fines, penalties, liabilities, obligations, losses, damages, suits and expenses incurred by or asserted against AFS resulting from any incorrect or inaccurate information provided by and on behalf of the Merchant or from electronic acceptance of Application Form by and on behalf of the Merchant by reason of which AFS accepted or acted upon the application, including any damages that AFS may incur due to any claims alleging invalidity of the Agreement.
AUTHORIZATION OF CARD PAYMENTS
  • The Merchant agrees to accept and honor all valid Cards presented by Cardholders for the payment for all goods and/or services provided by the Merchant at any of the Merchant Outlets (as agreed with the Merchant or otherwise agreed in writing by AFS from time to time).
  • The Merchant shall not discriminate against or treat cash purchases any differently than Card purchases, including charging a different price, surcharging Cardholders, or setting any minimum limit or maximum limit on payment values, which may discourage or prevent customers from making a Card payment or otherwise disfavor Card purchases. The Merchant shall not discriminate between different types of Cards.
  • For all Card Payments, the Merchant must ensure the following:
    • The Merchant obtains Authorisation for the Transaction by swiping, inserting, scanning, or tapping the Card or device on the SoftPOS or any other prevailing means of payment permitted by AFS in line with the applicable Operating Guide, Scheme Rules and any written or verbal instructions by AFS.
    • The Merchant must not authorize the Transaction without the Security Code if it is supported by the Scheme for the relevant Card. The Merchant shall not extract, store, or reveal any Security Code for any purpose other than processing of Transaction Data.
    • The Cardholder is present.
    • The Card is current (not expired) and valid.
    • The Card Number (PAN), the Cardholder Name, the expiry date of the Card and any other Card details printed on the Receipt match the details on the Card.
    • If applicable, the Cardholder’s signature on the Receipt matches the signature on the back of the Card.
    • The logo or mark on the Card matches the logo or mark under the relevant Scheme.
    • The Card is not visibly mutilated, damaged or altered.
    • The payment is genuine and for the legal purchase ov goods and/or services provided by the Merchant in the normal course of business.
    • The Card is not listed on a Card Recovery Bulletin by the relevant Scheme or notified by AFS to the Merchant as recoverable from the Cardholder because it is stolen, past-due, over-limit, counterfeit, forged, or otherwise problematic or unlawful. If the Card is recoverable, the Merchant must immediately inform AFS.
  • If the Merchant is uncertain in respect of the nature of any Card, its validity, or the identity of the Cardholder,the Merchant shall immediately contact the AuthorisationCenter for verification and shall comply with the Authorisation Center's instructions. Should the AuthorisationCenter ask the Merchant to retain the Card, the Merchant shall do so in accordance with the Law.
  • The Merchant shall not complete a Transaction in excess of the Floor Limit without prior written approval of' AFS (to be given at AFS's sole and absolute discretion). For the purposes of this clause 3.5, AFS may give such written approval via an electronic authorisation that the Merchant may not be able to store. Such Floor Limit shall Continue to apply unless AFS notifies the Merchant otherwise in writing.
  • Floor Limit shall be zero unless otherwise agreed by AFS or notified by AFS in accordance with clause 3.5.
  • If Authorisation of a Transaction is refused and a message such as "decline," "pick up," or "referral" is generated, the Merchant shall contact the Authorisation Center for Authorisation and shall comply with the Authorisation Center's instructions. Should the Authorisation Center approve the Transaction, the Merchant shall use the Authorisation code given to the Merchant by the Authorisation Center to complete the Transaction.
  • If the Authorisation is refused, the Merchant shall not complete the Card payment and shall request another form of payment. The Merchant shall not resubmit a Card payment for authorization after Authorisation has been refused. If the Merchant does so and relies on any subsequent authorization, the Merchant shall do so at its absolute, entire, and sole risk, and shall be liable for any Chargeback or other losses in relation to that Transaction.
  • The Merchant shall not process any Offline Transaction using a dummy, fake or replica Authorisation code, which had not been obtained from AFS. Upon giving reasonable prior notice to the Merchant, to be determined at AFS's sole discretion, AFS shall have the right to deduct the amount of any Transaction not authorized by AFS from the Settlement.
  • Pursuant to the CBB's direction and instructions, the Merchant shall not double swipe a Card at the Merchant's POS Terminal or all the electronic cash register to capture or store Cardholder and Security Code, after the Merchant received the required Card payment Authorisation response. The Merchant asserts its full compliance with the obligation set forth in this clause and understands that any breach of this clause will expose the Merchant to mandatory contractual and/or legal disciplinary actions by AFS and/or any Regulatory Authority.
  • For the avoidance of doubt, Authorisation of a Transaction only indicates the availability of credit at the time the Authorisation is requested. The Authorisation of a Transaction is not a guarantee of payment, and it does not prevent AFS from recovering a Chargeback or other amount in relation to the Transaction in accordance with this Agreement.
  • There shall be no Floor limit applicable to any SoftPOS Transactions.
EQUIPMENT
  • The Merchant shall not use any equipment or materials that AFS has not provided or authorized (includinge paper rolls). If the Merchant is authorized to accept Card-Not-Present Transactions, the Merchant shall comply with AFS's instructions for sending the Transaction Data.
  • For the avoidance of doubt, AFS shall have the right to decline any Transaction processed using a third party's equipment, point-of-sale terminal, or accessories.
  • The Merchant shall not use the Equipment for any illegal purposes or for any business other than the business agreed upon and specified in this Agreement.
  • The Merchant shall not alter, modify, replace, substitute,repair, service, or tamper with the Equipment or any part of it in any way. The Merchant shall not move, remove,or relocate the Equipment or any part of it from the Mer-chant's Outlet(s) as set out in this Agreement, unless otherwise agreed by AFS in writing. AFS shall have the right to conduct spot-checks at any time at the Merchant Outlet to ensure that these requirements are adhered to.
  • The Merchant shall ensure that the Equipment is operated only by those directors, employees, staff, or others on behalf of the Merchant who are authorized by the Merchant and trained in accordance with AFS's requirements, the Operating Guide, the Scheme Rules, or any other instructions or operating guides or manual(s) as may be provided by AFS or the Scheme. AFS may, at its absolute and sole discretion, refuse to authorize any person who is not capable or competent to operate the Equipment on behalf of the Merchant. The Merchant shall immediately notify AFS of any unauthorized use ofe Equipment.
  • The Merchant shall never leave the Equipment unattended during trading hours and shall always ensure the physical safety and security of the Equipment.
  • The Merchant shall be liable for the cost of repairing or replacing of any Equipment that has been damaged by any person (other than normal wear and tear), lost or stolen. The Merchant must notify AFS immediately of any such damage, unauthorized use, loss, or theft of the Equipment.
  • AFS may need to provide maintenance and software updates to the Equipment. The Merchant shall at all times maintain a telephone link to the POS Equipment and shall make sure all maintenance and software updates are successfully installed. The Merchant shall be responsible for paying any and all charges from its network operator.
  • Pursuant to the CBB's direction and instructions, the Merchant shall not double swipe a Card at the Merchant's POS Terminal or all the electronic cash register to capture or store Cardholder and Security Code, after the Merchant received the required Card payment Authorisation response. The Merchant asserts its full compliance with the obligation set forth in this clause and understands that any breach of this clause will expose the Merchant to mandatory contractual and/or legal disciplinary actions by AFS and/or any Regulatory Authority.
  • The Merchant agrees to allow AFS and its agents and subcontractors to enter the Merchant Outlet(s) on reasonable notice at any time to examine, install, inspect,maintain and/or repair the Equipment and/or any associated hardware and software, equipment and stationery supplied by AFS under this Agreement, or for or any other reason as AFS may reasonably require.
  • The Merchant shall not assign or subcontract the use of any Equipment to any third party without AFS's prior written consent.
  • AFS does not make any representations or warranties,express or implied, of the merchantability or fitness for a particular purpose of the Equipment, including the POS Terminal. AFS shall not be liable for any Equipment defect, failure, or malfunction. As such, AFS specifically excludes any liability for any losses, damages, or claims incurred or suffered by the Merchant from the use of the Equipment.
  • Upon Merchant's request and at additional Charge including any developmental cost, AFS shall undertake ECR integration between the POS Terminal and Merchant's ECR system.
PAYMENT TRANSACTIONS
  • The Merchant shall not accept a Transaction except for the legitimate purchases of goods and/or services provided by the Merchant during the Merchant's ordinary business, trade, and activities. This includes:
    • a Transaction that is made by a director, employee,member of staff, agent, subcontractor, or any other representative of the Merchant (or other individual closely connected with the Merchant's business) except for the legitimate purchases of goods and/ or services provided by the Merchant;
    • refinancing a debt of the Merchant or a Cardholder;
    • debiting any additional charges, Surcharges, bank charges, or any other charge which is not related to or considered as additional commission in connection to accepting Cards as a payment method;
    • goods which are not sold or for services which are not rendered for the Cardholder or at his/her request; and/or
    • acting for and on behalf of any another merchant or a seller of goods and/or services.
  • The Merchant shall not provide purchase with cash back or advance cash to any Cardholder.
  • A Transaction is valid only when it is Authorised by AFS and is in accordance with clause 3 of this Agreement.
  • The Merchant shall send AFS (or any third party as maybe approved by AFS) accurate and complete Transaction Data for Transactions by Cardholders to the Merchant in line with the requirements set out in the Operating Guide and at any time upon request, within a maximum of three (3) Business Days from the date of the request.
  • Time is of the essence, and should the Merchant fail to provide AFS with the requested information, documents, or any part within the prescribed period, the Merchant shall be liable for the Transaction amount.
  • The Merchant shall not disclose encryption certificates,Card information, or other security features to any third party and shall comply with AFS's instructions for sending any Transaction Data.
REFUNDS
  • The Merchant shall make any Refund on the same Card used for the original Transaction through the "Refund" function on the POS Terminal. If the POS Terminal does not accept Refund, the Merchant shall arrange with AFS to Refund the Cardholder via the backend system.
  • The Merchant shall not issue any cash Refund if the original Purchase Transaction was made using a Card.
INTELLECTUAL PROPERTY RIGHTS
  • The Merchant shall not use any of AFS's Intellectual Property Rights for any purpose without obtaining AFS's prior written agreement.
  • Ownership, title, and interest in AFS's Intellectual Property Rights (including the Equipment and POS Terminals) shall remain with AFS and its licensors (as the case may be) at all times.
  • The Agreement does not transfer, and is not intended to transfer, to any Party any Intellectual Property Rights that any other Party owns at the Effective Date, or any Intellectual Property Rights that are created, acquired, or developed during the term of the Agreement.
  • If AFS provides any promotional material or literature, on termination of the Agreement, Merchant shall remove all promotional materials or literature, or any references to AFS in any agreements or on any websites.
CHARGEBACK OR FRAUD
  • AFS or the Issuer will have the right in some circumstances under the Scheme Rules to refuse to settle a Transaction or to obtain a reimbursement for a Transaction that has already been settled. The circumstances include without limitation:
    • The Transaction was not genuine or for an illegal purpose, or if the Transaction did not in some way constitute a payment.
    • Transaction was not authorized by the relevant Issuer,the Card Scheme, or in accordance with this Agreement.
    • The Merchant fails to give AFS evidence that the genuine Cardholder has authorized the Transaction, or if the evidence given does not meet the requirements set out in the Operating Guide, the Scheme Rules, or the instructions or requirements by AFS from time to time.
    • The Transaction was for a payment to another person (not the Merchant) or for a purchase with cashback given to the Cardholder.
    • The Transaction or the way in which it was carried out, or if the Transaction Data or the way in which it has been sent to AFS has breached this Agreement.
    • The Cardholder denies authorizing a Card-Not-Present Transaction.
    • The Issuer or the Cardholder makes a claim in connection with the Transaction or any goods and/or services which the Merchant has provided that the goods and/or services were not received, were faulty, or were not as described and canceled the Transaction.
    • The POS Record is incomplete or illegible or the information in the POS Record is not identical with the information in the Receipt given to the Cardholder.
    • The Card used in the Transaction is not valid.
    • If the Merchant has to manually key enter a Transaction into the POS Terminal because the Card cannot be read and the Merchant does not get an imprint of the Card on a Receipt, together with the signature of the Cardholder (which matches the signature on the back of the Card) in a face-to-face Payment Transaction.
    • The Transaction involves using the Card or Account by a person other than the Cardholder or the Account Holder.
    • The signature on the POS Record is not reasonably similar to the signature on the Card or is a forged signature.
    • AFS or any Scheme believes the Merchant has exceeded or will exceed the Chargeback-to-Sales Ratio and has become or is becoming an excessive Chargeback merchant or an excessive fraud merchant.
    • Charging payment back to the Merchant is otherwise in accordance with this Agreement or any Operating Guide or Scheme Rules
  • The Merchant shall be liable to immediately pay AFS for any Chargeback, and AFS may, without prior notice, deduct the relevant amount and any applicable Chargeback, charge, or fee from the Settlement.
  • For the avoidance of doubt, in the event of any Chargeback, AFS shall not have no responsibility to deal with the Cardholder or attempt to obtain payment from them or the Issuer.
  • The Merchant shall not dispute the validity of any Chargeback. Should the Merchant dispute the validity of any Chargeback, the Merchant must so notify AFS in writing within ten (10) calendar days from the date of receipt of the relevant statement. Tme is of the essence, and should the Merchant fail to notify AFS within the prescribed period, the statement by AFS shall be deemed to be accepted, conclusive, final, and undisputed as to all matters of fact to which it refers (except for manifest error).
  • The Chargeback-to-Sales Ratio shall not exceed one percent (1%) of total sales in any given month. This limit may be varied by AFS or the Scheme and notified in writing to the Merchant from time to time.
  • AFS may at any time request the Merchant to provide Transaction Data and information and a detailed explanation for any number of individual Chargebacks or incidents of fraud in relation to any Transactions (to which chargeback or fraud applies), and the Merchant shall immediately provide AFS with the requested documents and information, no later than a maximum of three (3) Business Days. Time is of the essence.
  • The Merchant shall use its best endeavors to assist AFS in preventing or detecting fraud and shall immediately notify AFS if the Merchant suspects or becomes aware of any incident of fraud that has taken place or is taking place by the Merchant (or any of its directors, employees, staff, agents, or subcontractors) in relation to a Card or suspects or becomes aware of any such activities which, in the opinion of the Merchant, involve fraud, misrepresentation, or other illegal activities in relation to a Card.
  • AFS shall have the right to conduct, necessary and reasonable due diligence in dealing with the Merchant including obtaining KYC Details, performing credit searches, and other fraud-prevention enquiries about the Merchant, prior to commencing Services and from time to time. Merchant shall fully cooperate with AFS to meet these requirements. Any record of these searches and enquiries may be used by AFS and others to make credit and insurance decisions about the Merchant or to prevent fraud and money laundering. Should the Merchant give AFS false or inaccurate information, or if AFS suspects fraud, AFS may provide a record of these searches and enquiries to any Regulatory Authority or to any competent authorities or intelligence agencies.
  • The Merchant authorizes AFS, directly or through third parties, to make inquiries or take any actions as AFS may consider necessary to validate a Cardholder's identity, creditworthiness, and verify information that the Merchant has provided AFS with. The Merchant authorizes AFS to obtain financial and credit information from a credit bureau.
HOSPITALITY INDUSTRY
  • Merchants engaging in the business, trade and activities of car or vehicle rental shall:
    • retain the signed vehicle lease agreement, the POS Record, and the related traffic fines issued during the term of this Agreement for five (5) years from the date of the Transaction or for any other period as may be required under the law;
    • unless agreed by the Cardholder in writing, the Merchant shall not include deductible insurance premiums or other charges to cover potential damages when insurance coverage is waived at the time of renting the vehicle, traffic fines, taxes, maintenance cost or fuel, compensation or other similar charges;
    • settle the Transaction or obtain a new and up-to-date authorization if a pre-authorization exceeds the fourteen (14) calendar days; and
    • submit a Foreign Transaction to AFS within twenty-four (24) hours of a Foreign Cardholder's checkout.
  • Merchants engaging in the business of hotel and accommodation shall:
    • retain the guest registration forms signed by the Cardholder, the Receipt, the POS Record and all related documents issued during the term of this Agreement for five (5) years from the date of the Transaction or for any other period as may be required under the law;
    • in the event the Cardholder does not "check-in" to initiate a Transaction, the Merchant shall charge the Card with the cancellation charges in accordance with the Merchant's no-show policy as disclosed to the Cardholder at the time of reservation. Any losses incurred by AFS shall be debited against any amounts payable to the Merchant under this Agreement or otherwise; and
    • charge the Cardholder for any loss(es) incurred by the Merchant in connection with the services provided to the Cardholder separately, such as food or beverage charges, room service fees, and tax duties.
CARD-NOT-PRESENT TRANSACTIONS
  • If the Merchant is authorized to accept Card-Not-Present (CNP) Transactions, AFS shall provide the Merchant a key entry facility.
  • If the Merchant is authorized to accept Card-Not-Present CNP Transactions:
    • The Merchant shall be responsible for understanding and complying with the Operating Guide, the Scheme Rules, and all applicable laws, bylaws, rules, regulations, operating regulations, policies, procedures, guidelines, manuals, and instructions issued by AFS and/or any Card Scheme in relation to CNP Transactions (as may be amended, updated, or replaced from time to time).
    • The Merchant shall ensure protection, safety, and security by keeping its credentials and its assigned password used to authenticate the Merchant's identity safely,securely, and in strict confidence at all times. Should the confidentiality, safety or security of the access credentials, password, be compromised (or be suspected of being compromised), the Merchant shall notify AFS immediately.
  • For telephone or mail orders, the Merchant shall first obtain authorization from the Authorisation Center.
  • The Merchant shall provide the Cardholder a Receipt that includes the following:
    • the Merchant's name and address (including website address where applicable);
    • the amount of the CNP Transaction and the currency;
    • the Cardholder's name;
    • the Cardholder's contact number, e-mail address, billing and delivery address (where applicable);
    • the date of the CNP Transaction;
    • the unique Transaction ID;
    • the authorization code;
    • the Card's expiration date;
    • a description of the purchased goods and/or services; and
    • the delivery date and method.
  • For the avoidance of doubt, Authorisation (by Authorisation code, approval code, or other) is not a guarantee of payment or a guarantee that the Cardholder authorized the CNP Transaction and does not prevent AFS from recovering a Chargeback or other amount in relation to the CNP Transaction in accordance with this Agreement. The Merchant understands and agrees that any Transaction disputed by the Cardholder shall be subject to immediate Chargeback in accordance with this Agreement.
  • The Merchant accepts the increased risks of processing CNP Transactions, where neither the Card nor the Cardholder is physically present at the Merchant Outlet. The Merchant understands and agrees that AFS and/or the Card Scheme shall not be liable for any fraudulent CNP Transactions, even if the Merchant has complied with its obligations under this Agreement.
  • The Merchant shall submit the CNP Transaction for payment to AFS immediately after any Transaction has been successfully completed (including the dispatch of goods and/or services that the Merchant has agreed to provide, where appropriate). The Merchant shall add an order reference number for each CNP Transaction, which will be used by AFS and the Merchant in any communications relating to that CNP Transaction.
PRE-AUTHORIZED AND RECURRING PAYMENT TRANSACTIONS
  • The Merchant may request pre-authorization from AFS to block, freeze, or hold a specified amount on a Card or complete a Transaction for pre-authorized or recurring Transactions where the Merchant charges a Cardholder for goods and/ or services on a pre-agreed schedule for the purchase of goods and/or services repeatedly and regularly for a duration not exceeding one (1 ) year (such as payment in installments, membership, subscription, or recurring shipment of goods).
  • The Merchant shall use the Card to obtain a pre-authorization approval code through the POS Terminal for the amount agreed with the Cardholder. The Merchant shall record the date, the agreed amount, and the pre-authorization approval code on the POS Record.
  • The Merchant shall not process any pre-authorized or recurring Transaction without a valid written request or consent from the Cardholder (for first unique recurring Transaction). The request or consent shall include the amount of the Transaction and whether the amount is fixed or variable, the date of the Transaction and whether the date is fixed or variable, and the agreed method of communication. The Merchant shall furnish AFS with a valid written consent at any time upon AFS's request.
  • The Merchant shall always comply with the requirements outlined in the Operating Guide, the Scheme Rules, or any instructions or requirements issued or notified by AFS from time to time relating specifically to pre-authorized and recurring Transactions.
SURCHARGES
  • It is prohibited for the Merchant to impose any Surcharge or additional sum, fee, or payment on any Cardholder who opts to use a Card in any Transaction using the POS Terminal in accordance with the Law.
DATA PROTECTION
  • AFS shall employ industry practice in connection with the protection of non-public personal information and Data of any Cardholders and of the Merchant; and collect, store, copy, transfer, and use Transaction Data only for purposes of this Agreement, in accordance with all applicable laws, rules, and regulations relating to privacy and data rotection.
  • The Merchant shall be responsible or maintaining confidentiality and security of any Transaction Data and Confidential Information in its possession, custody or control, and shall ensure that it complies with applicable data privacy and security requirements under the PCI DSS in its use, access, and storage of any non-public Cardholder personal information, as well as its obligations under any applicable law or regulation as may be in effect regarding the confidentiality, use, and disclosure of Cardholder information.
  • Subject to the requirements of PCI DSS and/or AFS and the applicable law, the Merchant shall keep the Card and Cardholder's information (other than the CVV or CVC Code and expiry date of the Card, which information must be captured but not kept for any reason) and all Transaction Data (whether in paper or electronic form) safe and secure in a way that prevents unauthorized access, loss, theft, or disclosure to any unauthorized person.
  • Subject to the requirements of PCI DSS and/or AFS and the applicable law, the Merchant shall keep the Card and Cardholder's information (other than the CVV or CVC Code and expiry date of the Card, which information must be captured but not kept for any reason) and all Transaction Data (whether in paper or electronic form) safe and secure in a way that prevents unauthorized access, loss, theft, or disclosure to any unauthorized person.
  • The Merchant shall not request or store any additional personal information or data other than the Transaction Data captured in the Transaction and shall not use the Transaction Data for any purpose other than those specified in this Agreement. The Merchant shall fully comply with the applicable data protection laws, including Personal Data Protection Law in Bahrain ("PDPL") and any applicable regulations, orders, codes, ordinances or legislation. In the event of any actual or threatened of any Personal Data by Merchant, it is understood and agreed that money damages may be an insufficient remedy, and therefore, without prejudice to the rights and remedies otherwise available to AFS, AFS shall be entitled to seek the remedies of injunction, specific performance or other equitable relief. For the purposes of this clause, "Merchant" includes the Merchant's directors, employees, staff, approved agents, subcontractors, or anyone acting on the Merchant's behalf.
  • The Merchant acknowledges and warrants that it has read and understood the PCI DSS and shall at all times ensure PCI DSS compliance (against the current version of the PCI DSS published on the PCI Security Standard Council's website) and implement risk management controls.
  • Subject to the requirements of PCl DSS and the applicable law, the Merchant shall maintain the proper facilities, equipment, inventory, books, and records and shall retain all POS Records and related sale invoices/Receipts related to Transactions for a minimum period of eighteen (18) months from the date of each Transaction (or such other period as may be prescribed by the CBB) from the date of the relevant Transaction.
  • The Merchant consents, on its own behalf and on behalf of any third-party individuals (e.g. directors, partners, office holders, officers, employees, authorised agents, shareholders and beneficial owners) to the collection, use, processing, and disclosure of any Personal Data.
  • The Merchant acknowledges that AFS will use its Personal Data where AFS has the Merchant's consent or when AFS has another lawful reason, such as
    • The need to process the Personal Data to enter into or carry out an agreement AFS has with the Merchant;
    • The need to pursue AFS’s own legitimate interests;
    • The need to process the Personal Data to comply with a legal obligation (e.g. compliance with regulatory obligations under any applicable regimes, including without limitation, sanctions due diligence checks, or to comply with Tax regulations that require AFS to report the Tax status of its customers or counterparties);
    • The need to establish, exercise or defend its legal rights or those of a member of its group or a third party employed by AFS;
    • When AFS believes that the use of Merchant's Personal Data is in the public interest.
  • Where the Merchant provides any Personal Data relating to third party individuals to AFS, Merchant represents and warrants that the Merchant has:
    • informed such third-party individuals that Personal Data relating to them has been or will be disclosed to AFS;
    • informed such third-party individuals that such Personal Data will be collected, used, processed, and/or disclosed by AFS in the manner and for the purposes as described in this Agreement; and
    • obtained the consent of such third-party individuals for the foregoing.
  • Upon reasonable request from AFS , the Merchant agrees to provide AFS with a copy of the document(s) containing such consent or evidence that the relevant third-party individual has given such consent. The Merchant agrees to indemnify and keep indemnified AFS, its affiliates, directors, officers, employees, and/or agents from and against any and all fines, penalties, liabilities, obligations, losses, damages, suits and expenses incurred by or asserted against AFS as a result of breach of this warranty, other than those resulting from the negligence, willful default or fraud on the part of AFS or that of its affiliates, directors, officers, employees, and/or agents.
  • The Merchant acknowledges that AFS may store client data in servers outside its domicile for operational reasons.
  • AFS does not sell Personal Data to any third party,and AFS shall remain fully compliant of any duty or obligation of confidentiality imposed on AFS by the applicable agreement(s) and/or terms and conditions that govern our relationship with Merchants, AFS customers, or any Law.
  • The terms and conditions for the processing of Personal Data are defined in a separate "Privacy Notice". This Privacy Notice, and all changes thereto, are posted on the corporate website of AFS (https://www.arabfinancialservices.ai). Merchant agrees to the terms of this Privacy Notice and the consents stated therein and shall ensure that all individuals in respect of whom Merchant has disclosed Personal Data to AFS receive a copy of such Privacy Notice and acknowledge the terms thereof. The Merchant may contact AFS to obtain a copy of the Privacy Notice
COMPLIANCE
  • The Merchant shall comply with the applicable Scheme Rules and the Laws in relation to payment acceptance, sale of its goods and/or services and business practices to ensure compliance therewith.
CHARGES
  • The Merchant agrees to pay AFS, all Charges (plus any VAT that may apply) for the Services. All applicable Charges payable to AFS under this Agreement are immediately due and payable on provision of the relevant Service to Merchant.
  • Unless stated otherwise, all Charges, and other payments to be made by the Merchant under this Agreement are exclusive of VAT and any other applicable Taxes under any applicable Law or governmental decree, for which the Merchant shall also be liable. Any Tax payable in connection with the Services provided, or payments made under this Agreement (other than Tax payable on our net income, profits or gains) shall be paid by the Merchant;
  • AFS may from time to time introduce bundled offers or package deals ("Offers') to its merchants through its written communications or through its Application Forms for a continuing duration or for a limited period. AFS does not guarantee continuity of the Offers for any period of time. AFS shall, at its sole discretion, cancel or withdraw such Offers at any time and replace them with Charges applicable separately for individual Services.
  • In accordance with clause 35.1, AFS reserves the right to change the Charges, including introducing new Charges, changing the rate or basis of all or any part of the Charges, introducing new packaged or bundled deals or offers, amending, cancelling or withdrawing any existing packaged or bundled deals or offers, repealing and replacing the existing Schedule of Charges or reissuing a new Schedule of Charges by issuing the Merchant at least thirty (30) days' prior written notice of any changes, unless the changes are due to regulatory, interchange, Card Scheme, or other changes beyond AFS's reasonable control, in which case the changes may be made effective immediately or after a shorter notice period, as the situation permits. The Merchant may terminate this Agreement in accordance with clause 35.2. If the Mer- chant has not exercised termination of the Agreement within the 30-day notice period, the Merchant shall be deemed to have accepted the changes.
  • The Merchant hereby authorizes the deduction of Charges due to AFS from the Settlement or other amounts payable by AFS to the Merchant pursuant to this Agreement or otherwise.
  • The Merchant must pay any amounts owed under this Agreement immediately when due. Interest may be charged on any amounts the Merchant has not paid, and AFS shall have the right to charge interest at the rate of 2% per month and to add the interest to the amounts the Merchant owes at the end of each month.
  • In addition to the Charges, the Merchant shall be liable to pay AFS a Fall Below Fee upon failure to meet the relevant Minimum Annual Transaction Volume.
SET-OFF AND RIGHT TO WITHHOLD MONEY
  • The Merchant irrevocably authorizes AFS to set-off, withhold and deduct, any Charges, Chargebacks, Refunds, claims, Taxes or any potential liabilities, liquidated damages, or any other amounts that the Merchant owes to AFS, from any Settlement to the Merchant under this Agreement.
  • For the avoidance of doubt, AFS may suspend Transactions, Settlement, or Services if the Merchant breaches, or is reasonably suspected by AFS to have breached this Agreement or any part of it, or if AFS has reason to believe that the Transaction may be fraudulent or involve any criminal activity, until the satisfactory completion of our investigation and/or that of any Scheme, Regulatory Authority, Issuer, or any other third party.
  • Merchant shall not have any right to set-off in respect of any of AFS's liabilities under this Agreement or any other Agreement (whether such liabilities are present, future, actual, contingent or potential) against any amounts due to AFS.
SETTLEMENT
  • On completion of a Payment Transaction, the Merchant shall electronically transmit the POS Records to AFS at the end of each day and, in any event, no later than three (3) calendar days from the date of the Transaction. Time is of the essence and should the Merchant fail to provide AFS with an accurate and complete POS Record in accordance with this Agreement within the prescribed period for any Transaction, AFS shall be under no obligation to accept that Transaction, and the Transaction may be subject to a Chargeback.
  • Subject to the terms and conditions of this Agreement and the Scheme Rules, subsequent to the deduction under 16 and clause 17.4, AFS shall make Settlement to the Merchant by crediting it to the Bank Account.
  • Payments shall be made in Bahraini Dinars, unless otherwise determined by AFS. Where a currency conversion is applied, AFS may use its prevailing exchange rate of the day which is applied on: (a) the date of Settlement in the case of Point of Sale Transactions (including mail order/telephone order Transactions and CNP Transactions); and (b) the date on which the Transaction is sent o the Acquirer in the case of Payment Gateway Transactions.
  • For the avoidance of doubt, Settlement to the Merchant is provisional and is subject to verification and audit by or on behalf of AFS. The Merchant authorizes AFS to deduct from Settlement, or if the Settlement has already been made, the Merchant shall repay to AFS the full amount of:
    • any Chargebacks,
    • any Refunds;
    • any assessment, fine, liquidated damages, fee, cost, expenses or charge of any nature which a Card Scheme, Issuer, other Acquirer or any other third-party levies on Merchant or us at any time, directly or indirectly, in relation to a Service, Transaction or any other aspect of our or such third party's relationship with the Merchant;
    • any additional payment made by AFS as a result of any failure or error in the system;
    • any amounts incurred by AFS in any action, proceeding, claim, demand or assessment, fine or similar charge whether arising in contract, tort (including negligence or breach of statutory duty) or otherwise; and any Charges.
    • AFS shall at its sole discretion, provide or make available to the Merchant (either by email or through AFS portal from which it can be accessed and/or downloaded) an invoice for any or all such sums, which invoice shall be payable in accordance with its terms.
  • AFS shall not be liable for delays in receipt of funds or errors in debit or credit entries caused by third parties, including the Card Scheme or the Merchant, or caused by any other event or occurrence beyond AFS's reasonable knowledge or control.
  • Any Settlement made, at the Merchant's direction, by AFS to the Bank Account in the name of a person other than the Merchant will constitute good receipt by the Merchant of the sum due and owing by AFS to the Merchant in relation to AFS's liability to the Merchant under this Agreement.
ADVERTISEMENTS AND PROMOTIONS
  • The Merchant agrees to display in a prominent place in the Merchant Outlet(s) any AFS related placards and any promotional material as may be provided by AFS and reasonably instructed by AFS.
  • The Merchant shall not use any marketing or promotional material that features AFS's name, brand, logo, trademark, or tradename, or that uses any other name associated with the Cards or Accounts for any other purpose, other than for what AFS has provided the Merchant such material, without the prior written approval of AFS.
  • AFS shall be under no obligation to the Merchant to provide any advertisement or promotion material or services, and any such services shall be separately agreed by and between the Parties in writing.
INFORMATION AND AUDIT
  • The Merchant agrees that signing the Application Form does not imply any approval of the Merchant. Acceptance of the Merchant by AFS is subject to the Merchant providing the financial or other information about the Merchant and the Merchant's business, including financial accounts, audited accounts, organizational or corporate information and any other information which AFS requires to fulfill its compliance with requirements of Regulatory Authority or other Laws governing money laundering and sanctions, within 15 days of signing the Application Form. The Merchant agrees that no Transaction shall be accepted on the POS Terminal until the Merchant has provided all the due diligence information required by AFS and AFS approves the Merchant.
  • On an ongoing basis, Merchant shall comply promptly with all requests for information, in relation to the Merchant (including providing personal information about Merchant's directors and beneficial owners), that AFS may make for the purpose of meeting requirements of Laws regulating money laundering or sanctions.
  • In the event of any investigation by or on behalf of AFS and/or the Card Scheme with respect to Chargebacks, suspected fraud, or other requests for information, the Merchant shall fully co-operate in the auditing of its records.
  • The Merchant agrees to provide AFS, and its agents access to the Merchant's business premises including the Merchant's offices and Merchant Outlets so that AFS can audit or inspect the Merchant's facilities, equipment, inventory, records, data and system (including any computer system and software) relevant to this Agreement for the purposes of carrying out an inspection or audit at no cost to AFS or its agents. AFS shall give the Merchant reasonable prior notice (except in an emergency) and shall try and minimize any inconvenience caused to the Merchant. The Merchant shall be required to undertake any correctives steps to fix any actual or potential issues identified by AFS in the audit/inspection within a reasonable period given by AFS. Any inspection or audit under this clause shall not mean that AFS has approved or upheld the Merchant's security measures.
INDEMNITY
  • AFS shall have no relationship, whether contractual, statutory, or otherwise, with any of the Merchant's customers and shall not be liable to the Merchant's customers or any third party. Without limiting the generality of the foregoing, AFS expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and does not warrant, endorse, guarantee, or assume responsibility for any goods and/or services advertised, offered, or sold by the Merchant at the Merchant's Outlet(s), and AFS shall not be a party to any Transaction. AFS does not endorse the Merchant's Outlet, Platform, or any third-party website or assume liability or responsibility for the accuracy of any material contained therein or any infringement of any third-party Intellectual Property Rights arising therefrom or any fraud or other crime. In no event shall AFS be liable for any act or omission of any third party, including but not limited to a Merchant's Cardholder.
  • The Merchant shall be liable and shall indemnify and hold harmless AFS (and any of AFS's directors, employees, staff, licensors, subcontractors, and representatives) and the Card Scheme from and against any and all claims, costs, damages, expenses, lawsuits, judgments, arbitral awards, fines, financial penalties, liabilities, and losses (including administrative, investigative, and legal costs) arising from or in connection with, including but not limited to:
    • a Chargeback, Refund, over-payment, payment error or other incorrect or invalid payment or customers disputes or incorrect Transaction made by the Merchant, which requires giving credit to the Cardholder or Accountholder through a sale reversal;
    • Refunds and Chargebacks, claims or disputes in relation to any and all DCC Services with Foreign Cardholders or any third party arising from or in relation to the DCC Services.
    • third-party Intellectual Property Rights infringements;
    • any error, negligence, misconduct, or fraud or other acts (or failures to act) by the Merchant and/or the Merchant's employees or representatives;
    • the Merchant's use of the Services;
    • any Chargebacks or other charges, losses, claims or disputes arising from or in relation to CNP Transactions;
    • any claim made by any Cardholder, Platform user, merchant, or any other person or third party regarding any Transaction or the use of the Services;
    • any claim made by any Cardholder, Platform user, merchant, or any other person or third party regarding any Transaction or the use of the Services;
    • the Merchant's breach of this Agreement or breach of any other agreement the Merchant enters into with third parties;
    • the Merchant's breach of any applicable law, regulation, or the Scheme Rules and requirements; and/or
    • any claim made or defense raised against AFS or any of its subcontractors by any Card Scheme or other party arising from or in connection with the Merchant's Transactions.
LIMITATION ON LIABILITY
  • Under no circumstances shall either Party be responsible or liable for any special, punitive, consequential, or indirect losses, damages or liability.
  • Without affecting any of the other clauses of this Agreement, the Merchant agrees and understands that AFS's entire liability, and the Merchant's exclusive remedy, in one or more claims, shall be solely limited to (and in no event shall exceed under any legal or other theory of recovery) the amount equivalent to Charges received by AFS from the Merchant during the twelve (12) month period preceding the date that such claim(s) is/are made.
  • Nothing in this Agreement will limit or exclude either Party's liability for death or personal injury arising from fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by law.
FORCE MAJEURE
  • AFS shall not be liable to the Merchant if AFS or any of its agents or subcontractors is prevented from or delayed in the partial or total performance of any of AFS's obligations under this Agreement for events that are unforeseen and/or are outside of AFS's reasonable control, including Network Outage, whether such events are public or apply generally or specifically to AFS. This includes, but is not limited to:
    • any Equipment, or other machine, software, hardware, system, or transmission link error, malfunction, or failure (including due to design or manufacturing of the Equipment);
    • any action or inaction on the part of the relevant Issuer or Card Scheme;
    • any industrial or labor strike, lockout, or dispute;
    • any natural disaster, war, invasion of armed forces, civil unrest, insurrection, or other force majeure event;
    • any epidemic or pandemic; or
    • any other unforeseen event that is beyond the reasonable control of AFS (whether it has a general application or whether it applies to AFS or limited parties only).
  • If the event continues for more than sixty (60) calendar days, either Party may terminate the Agreement upon 30 (thirty) days written notice to the other Party.
TERM AND TERMINATION
  • This Agreement shall commence on the Effective Date and continue for the Term until AFS receives written non-renewal notice from the Merchant at least 3 (three) months prior to the end of the then current 3 (three) year Term, or until terminated in accordance with the provisions of this Agreement.
  • The Merchant may terminate this Agreement by giving written notice to AFS:
    • at least 30 (thirty) days' advance under clause 35.2;
    • if AFS commits a material breach that is remediable and is not remedied within 20 (twenty) calendar days of services of a prior written notice by the Merchant, requiring such remedy;
    • if AFS is insolvent; and/or
    • if AFS becomes the subject of a petition, order, or a resolution, or any step, in connection with the winding up.
  • Without prejudice to any other rights and remedies under this Agreement or the law, AFS may terminate this Agreement at any time by giving the Merchant immediate written notice in certain circumstances, including:
    • if the Merchant becomes insolvent (or AFS reasonably believes it may happen), or if an order is made or a resolution is passed for the voluntary or involuntary liquidation or winding-up of the Merchant, or if an administrator, administrative receiver, receiver, or trustee is appointed in respect of the whole or any part of the Merchant's assets or its business, or if the Merchant makes any composition with its creditors, or takes or suffers any similar or analogous action in consequence of debt;
    • if AFS becomes aware (or AFS reasonably suspects) that the Merchant is committing fraud or submitting illegal Transactions;
    • if the Merchant has become, or is becoming, an excessive chargeback merchant, or an excessive fraud merchant, or is involved in excessive Cardholder disputes;
    • if the Merchant is selling or supplying illegal goods and/ or services, or goods and/or services other than those supplied in the Merchant's ordinary business, trade, and activities which may otherwise damage AFS's goodwill or adversely affect AFS;
    • if the Merchant fails to make any payment due under this Agreement or fails to comply with any of the terms of any other loan facility, security document, guarantee, or other arrangement that the Merchant may have with AFS, and fails to make payment within fifteen (15) calendar days of receiving written notice of non-payment from AFS;
    • if the Merchant is in material breach or default of any of the terms and conditions of this Agreement and fails to remedy such breach or default within 20 (twenty) calendar days of receiving written notice from AFS describing the breach or default and requesting a remedy;
    • if the Merchant is charged with any criminal offense(s)or acts in any illegal, dishonest, immoral, or other manner that, in the reasonable opinion of AFS, may damageAFS's goodwill or have an adverse effect on AFS;
    • if the Merchant closes or discontinues its operations in the Merchant Outlets covered by this Agreement, or if the Merchant ceases, threatens to cease, or AFS reasonably believes the Merchant may cease to carry on the entirety or a substantial portion of its business;
    • if the Merchant fails to meet the Minimum Annual Transaction Volume;
    • if there is a material change in the nature of the Merchant's business or the good and/or services supplied by the Merchant;
    • if a material positive or negative fluctuation month-on-month in the Merchant's Transaction volumes, or if the average value of the Merchant's Transactions, or the occurrences of such other events as may give rise in AFS's discretion, to a significant increase in our risk profile;
    • if there is a material increase in the Merchant's Chargeback, Refunds, and/or declined Transaction levels relative to expected volume;
    • if a Change of Control in respect of the Merchant, or a sale or other disposal of any substantial division or party of the Merchant's business;
    • if there is a material deterioration in profits or the financial or trading position of the Merchant;
    • if the Merchant in breach of Floor Limit;
    • if the Merchant is in breach of its obligations;
    • if any Scheme or a Regulatory Authority requests the termination of the Agreement;
  • AFS's termination of this Agreement under clause 23.3 above shall be automatic and immediate upon written notice, without any need for a court judgment.
EFFECTS OF TERMINATION
  • If the Merchant intends to terminate this Agreement in any way other than in accordance with the terms hereof, the Merchant shall be liable to pay AFS liquidated damages equal to the greater of (a) 10 basis points of Turnover in the last 12 (twelve) months preceding the date of termination by the Merchant or (b) Fall Below Fee.
  • Upon termination for any reason, the Merchant shall immediately stop using the Equipment, stop accepting new Transactions on the AFS POS Terminal, and stop transmitting any Transactions to AFS. If any Authorisation is obtained after the termination of this Agreement, the Merchant expressly acknowledges and agrees that the fact that such Authorisation was requested or obtained shall not operate to reinstate this Agreement.
  • Upon termination, the Merchant shall remove from the Merchant Outlet(s) any signage, decal, or other sign or material that mentions AFS or features AFS's brand, logo, trademark, or tradename, or of the Merchant's affiliation with AFS, and shall return (or destroy if so requested by AFS) any promotional material provided by AFS to the Merchant.
  • Upon termination, the Merchant shall immediately return to AFS all Equipment (including the POS Terminal) and other property of AFS, as may be in the Merchant's possession, in good condition and repair (other than normal wear and tear). Merchant shall not be permitted to exercise any lien over the Equipment or withhold Equipment, for any reason or claim whatsoever, whether or not arising from this Agreement.
  • The Merchant hereby agrees that AFS may continue to process any Chargeback(s) and adjustments for a period of twelve (12) months after the Agreement is terminated. Upon the termination of this Agreement for whatever reason, any right to use AFS's Intellectual Property Rights shall also immediately end on the same day.
  • Without prejudice to clause 24.1 above, AFS shall not be responsible or liable for any Transaction completed after the date of termination of this Agreement, regardless of whether authorization has been obtained. The Merchant agrees and understands that any post-termination Authorisation obtained shall not be construed as a reinstatement, renewal or extension of this Agreement.
  • Subject to AFS's right to set-off and/or withhold payment under clause 16 and clause 17.4 of this Agreement, any undisputed amounts owed by a Party to the other Party upon the termination of the Agreement shall be paid within thirty (30) Business Days of the date of termination.
  • Termination of this Agreement for whatever reason shall be without prejudice to the Parties' rights and remedies and accrued liabilities.
  • Clauses 4, 7, 8, 13, 14, 15, 16, 17.4, 19, 20, 21, 24, 26 and 36 shall continue in force and survive the termination of this Agreement.
WARRANTIES AND REPRESENTATIONS
  • Each Party represents and warrants to the other Party that:
    • It is duly incorporated or established and validly existing under the law of the Kingdom of Bahrain (or, if the Merchant is non-Bahraini, under the law of its jurisdiction ofincorporation or in which it is established, as appropriate).
    • It has the power to own its assets and carry on its business, trade, and activities, as well as that its business, trade and activities are and will be carried on.
    • The obligations expressed to be assumed by it in this Agreement are legal, valid, binding, and enforceable obligations.
    • The entry into and performance by it of the services and transactions contemplated by this Agreement do not and will not conflict with its constitutional documents, the law of the Kingdom of Bahrain, or with any law or regulation applicable to it or binding on it.
    • It has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delive of this Agreement.
    • The person signing this Agreement on its behalf is fully authorized to sign, execute and enter into this Agreement on its behalf.
    • It has not taken any action and that no legal proceedings or other steps have been started or threatened against it for its liquidation, winding-up, dissolution, administration, or reorganization or for the appointment of a receiver, administrator, administrative receiver, trustee, or similar officer of it or of any or all of its assets or revenues. Nor is there any legal action or regulatory investigation pending or (to the best of the Party's knowledge) threatened against the Party that might affect the Party's ability to carry out any of its obligations under this Agreement.
  • The Merchant further represents and warrants to AFS that all information and documents provided to AFS by or on behalf of the Merchant during this Agreement (or otherwise in connection with this Agreement) is true, accurate and complete, and that the Merchant is not aware of any material facts, information, or circumstances that have not been disclosed to AFS and which might, if disclosed, adversely affect the decision of AFS whether or not to provide the services in accordance with the terms and subject to the conditions of this Agreement.
  • The Merchant shall provide AFS with any information or documents that AFS may reasonably require from time to time.
  • The Merchant shall immediately notify AFS notify of any change in its name, legal status, address, or business activities, including changes to the type of goods and/or services offered, as well as any potential sale, restructure, acquisition, transfer, merger, downsizing, insolvency, or any other material change in the nature or size of its business, or any other material change to the information or documents provided to AFS.
  • The Merchant further represents and warrants to AFS that each processed Transaction and any Receipt or POS Record presented to AFS is genuine, valid, and in accordance with this Agreement, and is the result of a bona fide Transaction for the purchase of goods and/ or services by the Cardholder from the Merchant for the amount stated on the relevant Receipt or POS Record, and is not subject to any claim, dispute, set-off, and/or counterclaim.
  • The Parties acknowledge that they enter into this Agreement without relying on any express or implied representation or warranty other than those expressly provided in this Agreement. MERCHANT ACKNOWLEDGES THAT AFS HAS NOT MADE ANY WARRANTIES HEREUNDER, AFS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
CONFIDENTIALITY
  • The Merchant shall treat the Confidential Information as confidential and shall not reveal or use any Transaction Data, Cardholder's Personal Data, Card or Account information or any other information in connection with this Agreement or AFS's business other than strictly to perform its obligations under this Agreement.
  • The above confidentiality obligation shall not apply to information that is:
    • disclosed to the receiving Party by a third party who did not breach any confidence by making such disclosure;
    • public knowledge or becomes public knowledge other than through breach of the receiving Party; or
    • required to be disclosed by a legal duty.
  • Each Party agrees not to disclose the terms of this Agreement to any third party and not to prepare or release for distribution to the media any news release or other publicity pertaining to this Agreement without the prior written consent of the other Party.
EXCLUSIVITY
  • For the duration of this Agreement, the Merchant agrees to use AFS as its exclusive and sole provider of the Services, and the Merchant agrees that it shall not directly or indirectly or through the agency of any person, enter into any agreement with or use the services of any other service provider or Acquirer, that are the same, similar to, or competitive with the Services, nor to use the same or competitive services of another one or more service providers or Acquirer.
  • Nothing in this Agreement shall prevent AFS from engaging with any other merchants or service providers to provide services that differ from, are the same as, are similar to, or are competitive with the services covered by this Agreement on the same or different terms and conditions.
COMMUNICATION AND NOTICES
  • Any notice, request, or communication to be given under or in connection with this Agreement shall be in writing (and for the purposes of this clause, an e-mail is in writing).
  • Notices to AFS shall be sent to the below email address or such other address as may be notified by AFS to the Merchant in writing from time to time. AFS contact details: [email protected]
  • Notices to the Merchant shall be sent to the email address of the Merchant specified in the Application Form or communicated through the portal, access to which AFS grants to the representatives of the Merchant named in the Application Form.
  • The Merchant understands there are inherent security threats with the use of e-mails and agrees to indemnify and hold harmless AFS from all liabilities in connection therewith.
  • All electronic mail instructions from Merchant in relation to Services (such instructions are hereinafter referred to as the "Email Instructions") shall be subject to following conditions:
    • Merchant authorises AFS to accept the Email Instructions appearing to have been received from Merchant.
    • AFS may in its absolute discretion and without incurring any liability whatsoever to Client, refuse to act on any Email Instruction if AFS has any doubt that the email is not from Merchant.
    • Notwithstanding anything herein contained, AFS shall be under no obligation to enquire into, or confirm the authenticity of, the Email Instruction and shall be entitled to rely on such Email Instruction.
    • Merchant shall indemnify AFS and hold AFS harmless from and against all costs, claims, damages, fees and proceedings that may arise or that AFS may suffer or incur by reason of having accepted and acted on any Email Instructions.
ASSIGNMENT
  • Unless it is first agreed by AFS in writing, the Merchant shall not be permitted to assign, replace, subcontract, or transfer any of its rights or obligations under this Agreement to any other person.
  • The Merchant shall remain liable for any actions or inactions of its approved agents or subcontractors or representatives.
  • The Merchant understands and agrees that AFS may assign or transfer all or any of its rights and obligations under this Agreement either to another appropriately authorized member of AFS group, or to an entity that it merges, consolidates or amalgamates with or to which it transfers all or part of its business or assets, or to another company which succeeds to its business, without the need to obtain the Merchant's prior approval.
NO PARTNERSHIP
  • This Agreement does not constitute or imply any partnership, joint venture, agency, sponsorship, fiduciary relationship, or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Except as expressly agreed by the Parties in writing, neither Party shall have, nor represent that it has, any authority to give any instruction or make any commitment or contract on the other Party's behalf or otherwise bind the other Party.
THIRD PARTY RIGHTS
  • This Agreement is not intended to and does not give any person who is not a party to it any rights to enforce any of its provisions.
WAIVER
  • Any right or remedy under, or in connection with, this Agreement may be waived only by a Party's written agreement to the waiver. No right or remedy shall be precluded, waived, or impaired by any failure to exercise it, or any delay in exercising it, or any single or partial exercise of it, or any earlier waiver of it (whether in whole or in part), in relation to any other right or remedy (whether of similar or different character).
SEVERABILITY
  • If any term or part of this Agreement is or becomes illegal, invalid, or unenforceable, it shall be treated as deleted from this Agreement and it shall not affect the legality,validity, or enforceability of any other terms or parts of this Agreement.
ENTIRE AGREEMENT
  • This Agreement sets out the full agreement and understanding between the Parties and replaces and supersedes any previous agreements and understandings and communications (whether written or verbal) relatingto the subject matter.
AMENDMENTS
  • AFS may, in its absolute, complete, and sole discretion, change, amend, update, or replace the terms and conditions of this Agreement, in whole or in part, including changing any Charges as per clause 15.5, or amend, suspend, or terminate any of the Services hereunder (in whole or in part) by written notice to the Merchant thirty (30) days in advance. Such change and/or amendment shall be effective immediately following the expiration of that notice period.
  • If the Merchant does not accept any change and/or amendment, the Merchant may terminate this Agreement by giving written notice to AFS at least thirty (30) days from the date AFS notifies the Merchant of the changes. Otherwise, the Merchant will be deemed to have accepted any such changes to the Agreement thirty (30) days from being notified of it.
GOVERNING LAW AND JURISDICTION
  • This Agreement is governed by and construed in accordance with the laws of the Kingdom of Bahrain.
  • The Patties hereby agree to submit to the exclusive jurisdiction of the courts of the Kingdom of Bahrain.

Schedule 1

Value Add Services DCC on Point-of-Sale

AFS provides DCC on POS Terminals on the following additional terms and condition:

  • Unless it is agreed otherwise, the Merchant shall participate in the DCC.
  • The Merchant shall inform Foreign Cardholders making an overseas Transaction that they have the option to choose DCC, i.e., to have their Transaction completed in their preferred currency, before an authorization request for the Transaction is submitted.
  • The Merchant shall make each of the following clear to the Foreign Cardholder: the Transaction amount in the local currency; the Transaction amount in the billing currency; and the currency conversion rate and the transaction markup to be applied (as determined by AFS) should the Transaction be completed in the Cardholder's billing currency.
  • Once the Cardholder has decided the currency in which they would like the Transaction to take place, the Merchant shall honor the Foreign Cardholder's choice.
  • Should the Merchant fail to offer a Foreign Cardholder the option to complete the Transaction in their billing currency in accordance with section 2 of this Schedule, or fail to honor the Foreign Cardholder's choice in accordance with section 4 above, the Transaction may be subject to Chargeback.
  • The Merchant shall at all times comply with the DCC Disclosures, Policies, and Procedures, the Operating Guide, the Scheme Rules, and any and all bylaws, rules, regulations, operating regulations, guidelines, manuals, and instructions issued by AFS on a regular basis and/or any Card Scheme in relation to the Merchant's participation in the DCC Services (as may be amended, updated, or replaced from time to time) in order to be in compliance with the applicable international and national legislation and the Scheme Rules in relation to the Merchant's participation in the DCC services and to instill Cardholder confidence in the services and promote the services. Merchant will allow the AFS team to train their users on a regular basis as required.
  • Where the Merchant's technology allows for it, the same currency conversion method shall be used in the case of Refunds. The applicable currency conversion rate on the date of the Refund Transaction by the Merchant (as determined by AFS) shall be used for the Refund. Where the Merchant does not allow for credit to be converted using the same currency conversion method, the Refund shall be processed in BHD on the terms and subject to the conditions of the Scheme Rules.
  • DCC shall not apply to Payment Transactions referred to AFS for Authorisation in accordance with clause 3.5 the Agreement or otherwise authorized by AFS by telephone.
  • AFS may terminate or suspend the DCC Services for any reason upon sending a notice to the Merchant.
  • For the avoidance of doubt, the Merchant shall be responsible for all DCC-related Refunds and Chargebacks, claims or disputes with Foreign Cardholders or any third party arising from or in relation to the DCC Services.
  • AFS agrees to pay back to the Merchant in consideration of its use of the DCC Services, a rebate as mentioned in the Application Form, calculated in Bahraini Dinar prior to any conversion of the Foreign Transaction amount under the DCC Services.
Payment Gateway Services

AFS provides Payment Gateway Services on the following additional terms and condition:

  • At its sole discretion, AFS may modify the content, relevant software and interfaces of the Payment Gateway Services (including the payment webpages, if applicable) to keep the Payment Gateway Services up to date with market requirements. If such adjustments require the Merchant to make necessary changes to its software, interfaces, or operating procedures, AFS will inform the Merchant as soon as reasonably practicable prior to the execution of such adjustments. The Merchant shall be responsible for its own costs with respect to such changes to its software, interfaces, or operating procedures.
  • Where the Merchants uses any third party developer or its own website to process Transactions, the Merchant acknowledges and agrees that: (a), merchant is responsible to comply with the regulations, and/or standards as required of the Merchant respectively directly or indirectly, by applicable Scheme Rules making bodies; and (b) where the Merchant has customized the payment website by itself (or AFS has done so at its request), the Merchant is responsible for the content of the website and shall indemnify and hold AFS harmless from any claims regarding such content, including infringement claims from third parties.
  • The Merchant will:
    • provide to AFS complete, accurate, and timely information relating to the Payment Gateway Services;
    • ensure that any third-patty products arranged by the Merchant in connection with the Payment Gateway Services are delivered in a timely manner and comply with all Scheme Rules and Laws; and
    • ensure that appropriate licenses and clearances are obtained (and the correct license fees or royalties paid) for the use of all third party products used in connection with the Payment Gateway Services.
    • The Merchant shall be responsible for technical integration and shall ensure that its e- Channels are enabled for connection to AFS's Payment Gateway and for any and all authentication, acceptance and processing procedures approved by AFS in writing used to complete Transactions.
    • The Merchant shall comply with all technical, security and privacy directions, standards and specifications by AFS and/or the Card Scheme and Regulatory Authority.
    • The Merchant shall not attempt to assign, lease, sublicense, transfer, resell, or share with third parties (whether in its entirety or partially) the Merchant's website and/ or the Payment Gateway Services or the Merchant's access to the same.
    • The Merchant shall provide accurate and exact uniform resource locator (URL(s)) and details for completing the Payment Gateway Transactions.
    • Any alteration or modification to the existing URL(s) and/or addition of new URL(s) from time to time shall be subject to the prior written approval of AFS. The same obligations as applicable to existing URL(s) shall apply to any altered, modified or additional URL(s). The Merchant shall ensure that the Merchants web site, URLs, Links etc. are under the sole control of the Merchant.
    • The Merchant shall include all the information as required by AFS clearly on its e-Channels.
    • The Merchant shall provide the Cardholder with an electronic receipt of the Transaction,
    • The Merchant shall ensure that its website does not contain any malware, malicious or harmful code, or other intemal component (e.g. computer viruses, trojan horses, back- doors), which could damage, destroy or adversely affect AFS's hardware, software, or services or other third-party software, hardware, data systems, services, or networks. The Merchant shall immediately notify the Authorization Center of any external hacks or attacks or threats.
    • The Merchant shall maintain responsibility for the Merchant's services, including its technical support and functionality of its e-Channels and shall indemnify and hold AFS harmless against any and all errors, disruptions, or security breaches related to the Merchant's business or website. The Merchant shall ensure that its website is updated at the Merchant's expense within a reasonable time period to incorporate any new versions of AFS's Payment Gateway platform, which AFS may use from time to time.
    • Transactions processed by AFS shall be screened by AFS's fraud and risk monitoring tools, which perform a number of checks on the Transactions and flags transactions as potentially fraudulent. AFS's fraud and risk monitoring tools do not guarantee the prevention of fraudulent Transactions nor the prevention of resulting Chargebacks and/ or Card Scheme fines. For the avoidance of doubt, regardless of the resulting fraud flags, Transactions may be fraudulent or non-fraudulent.
    • The Merchant shall be responsible for the confidentiality and security of any Access ID and password assigned to the Merchant by AFS. The Merchant shall inform AFS immediately should the confidentiality, safety or security of the Access ID, password, software, set-up or configuration details and/ or the security of its e-Channels be compromised (or be suspected of being compromised).
    • The Merchant acknowledges that the Payment Gateway Services are a computer network-based services which may be subject to Network Outages and delay occurrences or to inactivity or inoperability of website. As such, AFS does not guarantee continuous or uninterrupted access to the Payment Gateway Services. The Merchant further acknowledges that access to the Payment Gateway Services may be interrupted or restricted for maintenance. AFS shall make reasonable efforts to ensure that transactions are processed in a timely manner, however, AFS shall not be liable for any interruption, Network Outage or failure to provide the Payment Gateway Services, howsoever arising.
BPay Acceptance

AFS provides Merchants with BPay acceptance services on the following additional terms and conditions:

  • AFS POS Terminal by default includes an application for BPay acceptance. The Merchant is not expressly required to subscribe for BPay acceptance services. Merchant by using AFS POS Terminal is automatically enrolled on BPay acceptance services.
  • In relation to In-Application Payments on BPay, Merchant authorises AFS to use Merchant's logo or other trademark for using it (i) as a button for Cardholders to click and initiate an In-Application Payment, (ii) for promotional and marketing purposes on the BPay application, social media and other public media and (iii) for any other purpose as may be expressly agreed with the Merchant.
  • For all, In-Application Payments on BPay, AFS will use AFS standard template for the page to gather payment information from the Cardholder. Any customisation required by the Merchant shall be made available at an additional cost, which shall be payable 100% in advance. AFS will carry out this customisation only upon a written approval of the Merchant.

WPS terms & conditions

WPS terms & conditions

“AFS WPS Payroll Card” is a prepaid payroll card, integrated with AFS’s Wage Protection Scheme solution. Employee salaries can be paid directly to the prepaid payroll card.

This document contains the standard terms and conditions of Arab Financial Services Co. B.S.C (c) (“AFS”) which expression shall include the successors and permitted assigns of AFS. These terms and conditions apply to the use of AFS branded WPS Payroll Card (“Card”). Use of the Card indicates acceptance on your part of all specified terms and conditions.

1. Terms & Conditions (“T&C”)

By accepting and using your Card, you agree to be bound by these T&C. In this T&C:

  • "Card" means all WPS Payroll Cards issued by Arab Financial Services Company Co. B.S.C (c), which maintains your account.
  • "You", "Your" or “Cardholder” means the customer and program participant to whom AFS issues the Card.
  • "We", "Us", or "Our" means Arab Financial Services Co. B.S.C (c) ("AFS”).
  • “Sponsoring Company” means your employer who will undertake transferring your salary to your Card account.
1. Use of the Card
  • 2.1. Any Card supplied by AFS should only be used by the designated cardholder whose name appears on the face of the Card.
  • 2.2. The Card is and shall always remain the property of AFS. Its use may be suspended either temporarily or permanently by AFS. Upon request, it must be returned to AFS.
  • 2.3. The currency of Wallet Account shall be Bahraini Dinar (BHD).
  • 2.4. The Cardholder and the Sponsoring Company are jointly and severally liable for all charges incurred on the Card.
  • 2.5. The Cardholder must sign the Card immediately upon receipt and must keep it secure at all time.
  • 2.6. Your salary will be transferred by the Sponsoring Company.
  • 2.7. This Card is a prepaid card and hence there is no credit limit available on this Card.
  • 2.8. Any transaction on the Card will be intimated to the Cardholder through SMS on his/her registered mobile number. AFS will not be responsible for any risk arising from change in the mobile number – new mobile will not receive any SMS alert, unless it is registered with AFS.
  • 2.9. Cardholder may be charged for cash withdrawals on ATMs at the prevailing fee charged by the ATM operating banks.
  • 2.10. If the Card is lost or stolen, the Cardholder must immediately notify AFS by telephone, on 00973-17299099. If the Cardholder fails to notify AFS promptly, AFS shall not be responsible for any debits incurred on the Card. The Cardholder will also be liable for all charges incurred on the Card after loss or theft.
  • 2.10. The Card and Personal Identification Number (PIN) are provided for your personal use and protection, and you will:
    • a) not disclose the PIN nor record it on the Card or otherwise make it available to anyone else;
    • b) use the Card, the PIN and any ATM and any payment terminal as instructed;
    • c) promptly notify us of any loss or theft of the Card or PIN.
3. Failure to Complete Transactions
  • 3.1. AFS accepts no liability to complete funding that has not been supplied by you or your Sponsoring Company according to the rules of the program.
  • 3.2. Likewise, AFS accepts no responsibility for funding delays that are the result of late receipt of funding payments by you or your Sponsoring Company.
  • 3.3. AFS is not responsible if you do not have enough money in your account to complete a particular transaction.
4. Disputes

You agree to settle all disputes about purchases you make using the Card with the merchant who accepted the Card. AFS shall not be liable whatsoever to the Cardholder or any merchant as a result of any disputes which may arise in relation to your purchases.

5. Foreign Transactions

Foreign currency transactions will be converted to the Card’s billing currency under the current card scheme applicable rules. The value of all transactions made via Card will be charged to the currency of the Card. Transactions that are effected in currencies other than the currency of Card will be debited to the Card after conversion into Card’s currency at a rate of exchange to be determined by AFS from time to time. All transactions that are conducted or contracted in currencies other than US Dollar will first be settled in US Dollar and then converted to and settled in the currency of Card. All non-BHD transactions whether made at point of sale, online or on ecommerce gateway, shall be subject to levy of forex mark-up on the exchange rate as notified by AFS through it its BPay application or website. The current forex mark-up is 3.5%, which is subject to change.

6. Returns and Refunds

If you are entitled to a refund for any reason for goods or services obtained with a Card, you agree to accept credits to your account in place of cash.

7. Amendments to the T&C
  • The Cardholder acknowledges that AFS may at any time change, vary or repeal these T&C and replace it with new T&C, and the Cardholder agrees to abide by such changes upon receiving the notification of such changes to the T&C in accordance with 7 (b and c) below.
  • The Cardholder hereby acknowledges that he/she shall be notified of such changes in relation to the T&C via SMS and an updated copy of the T&C will be made available to your Sponsoring Company contact person by email, and the aforesaid method of notification shall be deemed as sufficient notice of the amendments.
  • The Cardholder hereby acknowledges that the notice will be deemed received upon the publication of the notice by AFS via SMS. You will be bound by such updated or replaced T&C from the date you are notified.
8. Regulatory Authority

Your rights in connection with electronic funds transfers are governed by the laws of Bahrain and the rules of Central Bank of Bahrain (“CBB”).

9. Your Data
  • 9.1. AFS may be required to share your personal data including salary or Card account information with various government agencies including CBB, Labour Market Regulatory Authority (“LMRA”) by whatever name it may be called now or in future, with payment associations, either local or international such as Benefit, MasterCard, VISA, etc. and/or with any international tax regulatory authorities. As part of the acceptance of this T&C, your consent to sharing your personal data is deemed given hereof and you waive all your rights to take any action against AFS..
  • 9.2. AFS may request from the Cardholder to provide up-to-date identification documents when necessary.
  • 9.3. You consent, on Your own behalf and on behalf of any third-party individuals (e.g. beneficial owners, cardholders that You use, etc.) to the collection, use, processing and disclosure of any Personal Data.
  • 9.4. "Personal Data" is information:
    • a) that identifies or can be used to identify You;
    • b) that relates to, describes, is reasonably capable of being associated with; or
    • c) could reasonably be linked (directly or indirectly) with You;
    • d) that can be used to authenticate You or provide access to an account.
  • 9.5. AFS will use your Personal Data where we have your consent as provided hereunder or when we have another lawful reason such including but not limited to:
    • a) need to process the data to enter into or carry out an agreement we have with You;
    • b) need to pursue our own legitimate interests;
    • c) need to process the data to comply with a legal obligation (e.g. compliance with our regulatory obligations under any applicable regimes including without limitation sanctions due diligence checks, or to comply with tax regulations that require us to report the tax status of our customers);
    • d) need to establish, exercise or defend our legal rights or those of our affiliated companies or a third party employed by us;
    • e) When we believe the use of your data as described is in the public interest.
  • 9.6. Where you provide any Personal Data relating to third party individuals to AFS, you represent and warrant that you have:
    • a) informed such third-party individuals that Personal Data relating to them has been or will be disclosed to AFS;
    • b) informed such third-party individuals that such Personal Data will be collected, used, processed and/or disclosed by AFS in the manner and for the purposes as described in these terms and
    • c) obtained the consent of such third-party individuals for the foregoing.
  • 9.7. Upon reasonable request from AFS, you agree to provide AFS with a copy of document(s) containing such consent or which evidences that the relevant third-party individualhas given such consent. You agree to indemnify and keep indemnified AFS, its affiliates, directors, officers, employees and/or agents from and against any and all fines, penalties, liabilities, obligations, losses, damages, suits and expenses which may be incurred by or asserted against us as a result of breach of this warranty, other than those resulting from the negligence, willful default or fraud on the part of AFS or that of its affiliates, directors, officers, employees and/or agents.
  • 9.8. You acknowledge that AFS may store client data in servers outside its domicile for operational reasons.
  • 9.9. To confirm your identity, we may make searches at credit reference agencies, including electoral register information. If you ask, we will tell you which agencies we have used so you can get a copy of your details from them. You confirm that we may act in this way and that you have consented to us to so act from any joint applicant who is not present, and you will share with them the details of what you have agreed to on their behalf.
  • 9.10. We wish to emphasize that AFS does not sell personal data to any third parties and we shall remain fully compliant of any duty or obligation of confidentiality imposed on us under the applicable agreement(s) and/or terms and conditions that govern our relationship with you or our customer or any applicable law.
  • 9.11. The terms and conditions for the processing of personal data are defined in a separate "Privacy Notice". This Privacy Notice, and all changes thereto, are posted on the corporate website of AFS a href="https://www.afs.com.bh">(https://www.afs.com.bh). You agree to the terms of this Privacy Notice and the consents stated therein and shall ensure that all individuals in respect of whom you have disclosed personal data to us receive a copy of such Privacy Notice and acknowledge the terms thereof. If you wish to have a copy of the Privacy Notice sent to you, please contact us and we shall do so.
  • 9.12. You hereby freely, irrevocably and unconditionally consent and authorize AFS to obtain, access, hold, print, maintain and disclose, from time to time, as and when required, to any third party (including any entity which may assist AFS in providing card processing or cash withdrawal services (the “Services”)) any and all of your financial, economic, legal, credit, sensitive, personal or private information (including your name, email address/phone number, address, etc.) or any other similar or related information whether obtained from you or any other means or channels including but not limited to the Ministry of Industry and Commerce’s database, Bahrain Credit Reference Bureau’s system for the purposes of providing the Services.
10. Other Terms
  • 10.1. Your Card and your obligations under this T&C may not be assigned. AFS may transfer their rights under this T&C.
  • 10.2. Use of your Card is subject to all applicable rules and customs of any clearing-house or other association involved in transactions.
  • 10.3. AFS does not give up its rights by delaying or failing to exercise them at any time.
  • 10.4. If any term of this T&C is found by a court to be illegal or not enforceable, all other terms will still be in effect.
11. Legal Jurisdiction
  • 11.1. These T&C shall be subject to the laws of Bahrain.
  • 11.2. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Bahrain.

I accept the T&C contained in this document. I acknowledge the receipt of PIN and the Card issued in my name. By accepting (including by electronic means) these T&Cs or by using the Card, I acknowledge that I am bound by T&Cs legally and the obligations hereunder are enforceable against me in accordance with the applicable laws of Bahrain.

EKYC Consent

EKYC Consent

AFS Corporate Governance Charter

AFS Corporate Governance Charter

SECTION – 1

EFFECTIVE DATE AND DEFINED TERMS

1.1. EFFECTIVE DATE

This Charter shall become effective on 28 January 2013.

1.2. DEFINED TERMS

In this Charter the following capitalized terms have the following meanings:

“Board” means of the Company.

“CBB” means the Central Bank of Bahrain.

“CEO” means the Company’s Chief Executive Officer.

“Head of Finance” means the Company’s Head of Finance.

"Chairman" means the chairman of the Board.

“Company” means Arab Financial Services B.S.C.(closed).

“Company Law” means the Commercial Companies Law (Decree Law No. 21, issued 20 June 2001).

“Controlling Shareholder” means any shareholder of the Company who either alone or with associates holds 10% or more of the share capital or is able to exercise (or control the exercise of) 10% or more of the voting power in the Company.

"Director" means a member of the Board.

“Executive Director” means a Director who is an officer or employee, or is otherwise involved in day-to-day management, of either:

  1. (a) the Company;
  2. (b) another company which is a controlling shareholder of the Company;
  3. (c) another company of which the Company is a controlling shareholder; or
  4. (d) another company which is controlled by a controlling shareholder of the Company.

"HC Module" means the CBB Rulebook, Volume 5 (Specialised Licensees), High-Level Controls Module.

“Independent Director” means a Director that satisfies the criteria specified in Appendix A (Definition of Independent Director).

“MOIC” means the Ministry of Industry and Commerce of Bahrain.

“Non-executive Director” means any Director who is not an Executive Director.

"Secretary of the Board" means the corporate secretary to the Board as determined by the Board.

SECTION – 2

THE BOARD

2.1 THE BOARD’S ROLE AND RESPONSIBILITIES

2.1.1 The role of the Board – Each Director acknowledges and agrees to the Board’s role and responsibilities under the Company Law, in particular:

  1. (a) the Board’s role as distinct from the role of the shareholders (who elect the Board and whose interests the Board serves) and the role of the officers (whom the Board appoints and oversees),and
  2. (b) the Board’s fiduciary duties of care and loyalty to the Company and the shareholders.

2.1.2 Responsibilities of the Board – The Board’s responsibilities include (but are not limited to):

  1. (a) those responsibilities assigned to the Board by the Articles of Association of the Company;
  2. (b) establishing the objectives of the Company;
  3. (c) the overall business performance of the Company;
  4. (d) monitoring management performance;
  5. (e) the adoption and annual review of strategy;
  6. (f) monitoring the implementation of strategy by management;
  7. (g) causing financial statements to be prepared which accurately disclose the Company’s financial position;
  8. (h) convening and preparing the agenda for shareholder meetings;
  9. (i) monitoring conflicts of interest and preventing abusive related party transactions;
  10. (j) assuring equitable treatment of shareholders including minority shareholders;
  11. (k) the adoption and review of management structure and responsibilities;
  12. (l) the adoption and review of the systems and controls framework; and
  13. (m) setting out clearly and reviewing on a regular basis who has authority to enter the Company into contractual obligations together with corresponding materiality thresholds based on the financial impact the contractual obligation may have in relation to the Company’s capital.

2.1.3 Responsibilities of the Board with regard to risk recognition and assessment – The Board is responsible for ensuring that the systems and controls framework, including the Board structure and organizational structure of the Company, is appropriate for the Company’s business and associated risks. The Board shall ensure that collectively it has sufficient expertise to identify, understand and measure the significant risks to which the Company is exposed in its business activities.

The Board shall regularly assess the systems and controls framework of the Company. In its assessments, the Board must demonstrate to the CBB that:

  1. (a) The Company’s operations, individually and collectively, are measured, monitored and controlled by appropriate, effective and prudent risk management systems, commensurate with the scope of the Company’s activities;
  2. (b) The Company’s operations are supported by an appropriate control environment. The compliance, risk management and financial reporting functions are adequately resourced, independent of business lines and are run by individuals not involved with the day-to-day running of the various business areas. The Board shall additionally ensure that management develops, implements and oversees the effectiveness of comprehensive know your customer standards, as well as on-going monitoring of accounts and transactions, in keeping with the requirements of relevant law, regulations and best practice (with particular regard to anti-money laundering measures). The control environment maintains necessary client confidentiality and ensures that the privacy of the Company is not violated, and ensures that clients’ rights and assets are properly safeguarded;
  3. (c) The Company’s operations, individually and collectively, make effective use of the work of internal and external auditors; and
  4. (d) Where the Board identifies any significant issues related to the Company’s adopted governance framework, appropriate and timely action will be taken to address any identified adverse deviations from the requirements of the HC Module.

2.1.4 Strategy Review Process – In its strategy review process under Sections 2.1.2 (e) and 2.1.2 (f), the Board shall:

  1. (a) review the Company's business plans and the inherent level of risk in these plans;
  2. (b) assess the adequacy of capital to support the business risks of the Company;
  3. (c) set performance objectives;
  4. (d) oversee major capital expenditures, divestitures and acquisitions; and
  5. (e) address the Company.

The Board shall ensure that the Company notifies the CBB in writing of all major proposed changes to the Company's strategy and/or corporate plan prior to the implementation of such major changes.

The Board shall demonstrate that it is able to identify proactively and understand the significant risks that the Company faces in achieving its business objectives.

The Board shall ensure that a description of the Company’s strategy is included in the Company’s annual report.

2.1.5 Policies and processes – The Board shall have effective policies and processes in place for:

  1. (a) ensuring a formal and transparent Board nomination process;
  2. (b) appointing senior managers, and ensuring that they have the necessary integrity, technical and managerial competence, and experience;
  3. (c) overseeing succession planning, and minimising undue reliance on key individuals;
  4. (d) reviewing key senior management and Board remuneration packages and ensuring such packages are consistent with the corporate values and strategy of the Company and encourage prudent risk taking;
  5. (e) monitoring and evaluating management’s performance in implementing agreed strategy and business plans, and ensuring appropriate resources are available; and
  6. (f) approving budgets and reviewing performance against those budgets.

2.1.6 Delegation by the Board – The Directors are responsible both individually and collectively for performing the responsibilities outlined in Sections 2.1.2 (Responsibilities of the Board). Although the Board may delegate certain functions to committees or management, it may not delegate its ultimate responsibility to ensure that an adequate, effective, comprehensive and transparent corporate governance framework is in place.

2.2 THE BOARD’S DECISION-MAKING PROGRESS

2.2.1 Nature of Board meetings – The Board shall be collegial and deliberative, to gain the benefit of each individual Director’s judgment and experience. The Chairman shall take an active lead in promoting mutual trust, open discussion, constructive dissent and support for decisions after they have been made.

2.2.3 Information for meetings – The Chairman is responsible for the leadership of the Board and for the efficient functioning of the Board. The Chairman shall ensure that all Directors receive an agenda, minutes of prior meetings, and adequate background information in writing before each Board meeting and when necessary between meetings. All Directors shall receive the same Board information. At the same time, Directors shall have a legal duty to inform themselves and they shall ensure that they receive adequate and timely information and shall study it carefully.

2.2.4 Membership – The Board shall be comprised of 5 to 7 members, and shall regularly review its size and composition to assure that it is small enough for efficient decision making yet large enough to have members who can contribute from different specialties and viewpoints. The Board shall regularly consider (e.g. every one or two years) the mix of executive, non-executive, and independent non-executive Directors, and skills and experience the Board requires. The Board shall recommend changes in Board size to the shareholders when a needed change requires amendment of the Company’s Memorandum of Association. The appointment of a Director is conditional on the approval of the CBB.

2.2.5 Duties of Non-executive Directors – Potential Non-executive Directors shall be made aware of their duties before their nomination, particularly as to the time commitment required. The Remuneration Committee shall regularly review the time commitment required from each Non-executive Director and shall require each Non-executive Director to inform the Committee before they accept any Board appointments to another Company.

2.2.6 Maximum number of other directorships – A Director shall not hold more than three Directorships in public companies in Bahrain and with the provision that no conflict of interest may exist, and the Board shall not propose the election or re-election of any Director who does.

2.3 DIRECTOR’S INDEPENDENCE OF JUDGEMENT

2.3.1 Independent judgment – Every Director shall bring independent judgment to bear in decision-making. No individual or group of Directors shall dominate the Board’s decision-making and no one individual shall have unfettered powers of decision.

2.3.2 Information from Executive Directors – Executive Directors shall provide the Board with all relevant business and financial information within their cognizance, and shall recognize that their role as a Director is different from their role as an officer of the Company.

2.3.3 Independence of Non-executive Directors – Non-executive Directors shall be fully independent of management and shall constructively scrutinize and challenge management including the management performance of Executive Directors.

2.3.4 Number of Independent Directors – At least one Director shall be an Independent Director.

2.3.5 Review of independence – The Board shall review the independence of each Independent Director at least annually in light of interests disclosed by them and the criteria in Appendix A (Definition of Independent Director). Each Independent Director shall provide the Board with all necessary and updated information for this purpose.

2.4 THE BOARD’S REPRESENTATION OF ALL SHAREHOLDERS OF THE COMPANY

2.4.1 Shareholder representation – Each Director shall consider themselves as representing all shareholders and shall act accordingly. The Board shall avoid having representatives of specific groups or interests within its membership and shall not allow itself to become a battleground of vested interests. If the Company has a controlling shareholder (or a controlling group of shareholders acting in concert), the latter shall recognize its or their specific responsibility to the other shareholders, which is direct and is separate from that of the Board. Minority shareholders shall generally look to Independent Directors’ diligent regard for their interests, in preference to seeking specific representation on the Board.

2.4.2 Controlling Shareholders' responsibilities – To the extent the Company has a controlling shareholder, both controlling and non-controlling shareholders shall be aware of controlling shareholders’ specific responsibilities regarding their duty of loyalty to the Company and conflicts of interest and also of rights that minority shareholders may have to elect specific Directors under the Company Law or if the Company has adopted cumulative voting for Directors. The Chairman or other individual delegated by the Chairman shall take the lead in explaining this with the help of Company's lawyers.

2.5 DIRECTORS’ ACCESS TO INDEPENDENT ADVICE

2.5.1 Independent advice – The Board shall ensure that individual Directors have access to independent legal or other professional advice at the Company’s expense whenever they judge this necessary to discharge their responsibilities as Directors and this shall be in accordance with the Company’s policy approved by the Board.

2.5.2 Access to Secretary of the Board – Individual Directors shall also have access to the Secretary of the Board, who shall have responsibility for reporting to the Board on Board procedures. Both the appointment and removal of the Secretary of the Board shall be a matter for the Board as a whole.

2.5.3 Recording dissent – Whenever a Director has serious concerns which cannot be resolved concerning the running of the Company or a proposed action, they shall consider seeking independent advice and shall ensure that the concerns are recorded in the Board minutes and that any dissent from a Board action is noted or delivered in writing. Upon resignation, a Non-executive Director shall provide a written statement to the Chairman, for circulation to the Board, if they have any such concerns.

2.6 DIRECTORS’ COMMUNICATION WITH MANAGEMENT

2.6.1 Management participation – While management members are not entitled by right to attend Board meetings, the Board encourages participation by management regarding matters the Board is considering, and also by management members who by reason of responsibilities or succession, the CEO believes shall have exposure to the Directors.

2.6.2 Access to management – Non-executive Directors shall have free access to the Company’s management beyond that provided in Board meetings. Such access shall be through the chairman of the Audit Committee or the CEO.

2.7 COMMITTEE OF THE BOARD

2.7.1 Creation of committees – The Board may, from time to time, create specialised committees when and as such committees are needed. The Board has established the following specialised committees.

  1. (a) Audit Committee - The Audit Committee, which is responsible to the Board for ensuring the integrity and effectiveness of the Company’s system of financial, accounting and risk management controls and practices and for monitoring compliance with the requirements of the regulatory authorities in the various countries in which the Company operates. The Audit Committee is also responsible for recommending the appointment, compensation and oversight of the external auditors and the appointment of the internal auditor. The formal mandate of the Audit Committee is set out in Appendix B (Audit Committee Charter).
  2. (b) Remuneration Committee - The Remuneration Committee is responsible for the formulation of the Company’s executive and staff remuneration policy as well as senior management appointments. The formal mandate of the Remuneration Committee is set out in Appendix C (Remuneration Committee Charter).

2.7.2 Non-directors on committees – The Board or a committee may invite non-Directors to participate in a committee’s meetings so that the committee may gain the benefit of their advice and expertise in financial or other areas.

2.7.3 Mandate of committees – Committees must act only within their formal written mandates (as approved by the Board) and, therefore, the Board may not allow any committee to dominate or effectively replace the whole Board in its decision-making responsibility.

2.8 ATTENDANCE AT BOARD / COMMITTEE MEETINGS

2.8.1 Minimum attendance – Individual Directors should attend at least 75% of all Board meetings in a given financial year to enable the Board to discharge its responsibilities effectively. Notwithstanding anything to the contrary, voting and attendance proxies for Board meetings are prohibited at all times.

2.8.2 Recording of attendance record – The absence of Directors at Board and committee meetings will be noted in the meeting minutes. In addition, Board attendance percentage will be reported during annual general meetings when Directors stand for re-election.

2.8.3 Notification to CBB of non-attendance – In the event that a Director has not attended at least 75% of Board meetings in any given financial year, the Company isrequired by the HC Module to notify the CBB indicating which Director has failed to satisfy this requirement, their level of attendance and any mitigating circumstances affecting their non-attendance.

SECTION – 3

LOYALTY TO THE COMPANY

3.1 PERSONAL ACCOUNTABILITY

3.1.1 Acknowledgment of personal accountability – Each Director and officer shall understand that under the Company Law they are personally accountable to the Company and the shareholders if they violate their legal duty of loyalty to the Company, and that they can be personally sued by the Company or the shareholders for such violations. The Board and the Directors shall act with honesty, integrity, due skill and care, and in the best interests of the Company, its shareholders, and its clients.

3.1.2 Duty of loyalty – The duty of loyalty described in Section 3.1.1 (Acknowledgment of personal accountability) includes a duty not to use property of the Company for their personal needs as though it was their own property, not to disclose confidential information of the Company or use it for their personal profit, not to take business opportunities of the Company for themselves, not to compete in business with theCompany, and to serve the Company’s interest in any transactions with the Company in which they have a personal interest.

3.1.3 "Personal interest" – A Director shall be considered to have a “personal interest” in a transaction with the Company if:

  1. (a) they themselves, or
  2. (b) a member of their family (i.e. spouse, father, mother, sons, daughters, brothers orsisters), or
  3. (c) another Company of which they are a Director or controlling shareholder,

is a party to the transaction or has a material financial interest in the transaction. Transactions and interests which are de minimis in value shall not be included.

3.1.4 Code of Conduct – The Board has established corporate standards for Directors and employees of the Company, which are set out in this Charter and the Code of Conduct. The Code of Conduct shall be communicated throughout the Company.

3.2 AVOIDANCE OF CONFLICTS OF INTEREST

Each Director shall make every practicable effort to arrange their personal and business affairs to avoid a conflict of interest with the Company.

3.3 DISCLOSURE OF CONFLICTS OF INTEREST

3.3.1 Disclosure to the Board - Each Director shall inform the entire Board of conflicts of interest (and potential conflicts of interest) in their activities with and commitments to, other organizations as they arise and abstain from voting on the matter in accordance with the relevant provisions of the Company Law. This disclosure shall include all material facts in the case of a contract or transaction involving the Director. The Directors must understand that any approval of a conflict transaction is effective only if all material facts are known to the authorizing persons and the conflicted person did not participate in the decision.

Each Director shall declare in writing all of their other interests in other enterprises or activities (whether as a shareholder of above 5% of the voting capital of a company, a manager, or other form of significant participation) to the Board (or the Remuneration Committee or the Audit Committee) on an annual basis.

3.3.2 Unanimous Board approval for material conflicts - Any decision to enter into transactions under which a Director would have conflicts of interest or personal interests that are material, shall be formally and unanimously approved by the full Board.

3.3.3 Material conflicts of interest - Subject to Section 3.3.3 (Unanimous Board approval for material conflicts) Directors shall:

  1. (a) not enter into competition with the Company;
  2. (b) not demand or accept substantial gifts from the Company for themselves or their connected persons;
  3. (c) not misuse the Company's assets;
  4. (d) not use the Company's privileged information or take advantage of business opportunities to which the Company is entitled, for themselves or their associates;
  5. (e) not hold an interest in a company that is in the business of card processing services, credit reference services, or payment processing services; and
  6. (f) absent themselves from any discussions or decision-making that involves a subject where they are incapable of providing objective advice, or which involves a subject or (proposed) transaction where a conflict of interest exists.
3.4 DISCLOSURE OF CONFLICTS OF INTEREST TO SHAREHOLDERS

The Company shall disclose to its shareholders in the Annual Report any abstention from voting motivated by a conflict of interest and shall disclose to its shareholders any authorization of a conflict of interest contract or transaction in accordance with the Company Law.

SECTION – 4

APPOINTMENT, TRAINING AND EVALUATION OF THE BOARD

4.1 BOARD NOMINATIONS TO SHAREHOLDER

4.1.1 Proposed Directors - Each proposal by the Board to the shareholders for election or re-election of a Director shall be accompanied by a recommendation from the Board and the following specific information:

  1. (a) the term to be served, which may not exceed three years (but there is no limit on re-election for further terms);
  2. (b) biographical details and professional qualifications;
  3. (c) in the case of an Independent Director, a statement that the Board has determined that the criteria in Appendix A (Definition of Independent Director) have been met;
  4. (d) any other directorships held;
  5. (e) particulars of other positions which involve significant time commitments; and
  6. (f) details of relationships between:
    • (i) the candidate and the Company; and
    • (ii) the candidate and other Directors of the Company.

    4.1.2 Term Limits - There are no limits on the number of terms that can be served by a Director.

    4.1.3 Chairman Confirmation - The Chairman shall confirm to shareholders when proposing re-election of a Director that, following a formal performance evaluation, the person’s performance continues to be effective and continuesto demonstrate commitment to the role. Any term beyond six years(e.g. two three year terms) for a Director shall be subject to particularly rigorous review, and shall take into account the need for progressive refreshing of the Board.

    4.2 INDUCTION AND TRAINING OF DIRECTORS

    4.2.1 Induction of new Directors - When a new Director is inducted, the Chairman, assisted by the CEO or the Company’s legal counsel or compliance officer, or other individual delegated by the Chairman, shall review the Board’s role and duties with that person, particularly covering legal and regulatory requirements of this Charter, the Code and the HC Module.

    The Chairman shall ensure that each new Director receives a formal and tailored induction to ensure their contribution to the Board from the beginning of their term. The induction shall include meetings with senior management, visits to Company facilities, presentations regarding strategic plans, significant financial, accounting and risk management issues, compliance programs, its internal and independent auditors and legal counsel.

    4.2.2 Induction open to continuing Directors - All continuing Directors shall be invited to attend orientation meetings and all Directors shall continually educate themselves asto the Company’s business and corporate governance.

    4.2.3 Management programs and presentations - Management, in consultation with the Chairman, shall hold programs and presentations to Directors respecting the Company’s business and industry, which may include periodic attendance at conferences and management meetings.

    4.2.4 Director’s Appointment Agreements - The Company shall have a written appointment agreement with each Director which recites the Director’s powers, duties, responsibilities and accountabilities and other matters relating to their appointment including theirterm, the time commitment envisaged, the committee assignment (if any), their remuneration and expense reimbursement entitlement, and their access to independent professional advice when that is needed.

    4.2.5 Training - Directors shall undertake relevant training on a regular basis to help them fulfil their responsibilities as Directors.

    4.3 EVALUATION OF THE BOARD AND EACH COMMITTEE

    4.3.1 Annual evaluation - At least annually the Board shall conduct an evaluation of its performance and the performance of each committee and each individual Director. The evaluation process shall include:

    1. (a) assessing how the Board operates,
    2. (b) evaluating the performance of each committee in light of itsspecific purposes and responsibilities, which shall include review of the self-evaluations undertaken by each committee,
    3. (c) reviewing each Director’s work, their attendance at Board and committee meetings, and their constructive involvement in discussions and decision making,
    4. (d) reviewing the Board’s current composition against its desired composition with a view toward maintaining an appropriate balance of skills and experience and a view toward planned and progressive refreshing of the Board; and
    5. (e) recommendations for new Directors to replace long-standing Directors or those Directors whose contribution to the Company or its committees (such as the Audit Committee) is not adequate.

    4.3.2 Administration of evaluation - While the evaluation is a responsibility of the entire Board, it shall be organized and assisted by an internal Board committee and, when appropriate, with the help of external experts.

    4.3.3 Reporting to shareholders - The Board shall report to the shareholders, at each annual shareholder meeting that evaluations have been done.

    SECTION – 5

    REMUNERATION

    5.1 STANDARD FOR ALL REMUNERATION

    Remuneration of both Directors and officers shall comply with all applicable laws, be sufficient enough to attract, retain and motivate persons of the quality needed to run the Company successfully, but the Company shall avoid paying more than is necessary for that purpose.

    Remuneration of non-executive Directors shall not include performance-related elements such as grants of shares, share options or other deferred stock-related incentive schemes, bonuses, or pension benefits.

    5.2 OFFICERS’ REMUNERATION

    5.2.1 Elements of remuneration - Remuneration of senior management shall be structured so that a portion of the total is linked to Company's and individual's performance and aligns their interests with the interests of the shareholders.

    If an officer is also a Director, their remuneration as an officer shall take into account compensation received in their capacity as a Director.

    5.2.2 Performance-based Incentives - All performance-based incentives shall be awarded under written objective performance standards which have been approved by the Board and are designed to enhance shareholder and Company value, and under which shares shall not vest and options shall not be exercisable within less than two years of the date of award of the incentive.

    5.2.3 Shareholder approval not for grants to specific individuals - All policies for performance-based incentives (other than a policy which is in effect as at the date of this Charter) shall be approved by the shareholders, but the approval shall be only of the plan itself and not of the grant to specific individuals of benefits under the plan.

    SECTION – 6

    THE BOARD MANAGEMENT STRUCTURE

    6.1 ESTABLISHMENT OF MANAGEMENT STRUCTURE.

    6.1.1 Senior Officers - The Board shall appoint officers whose authority shall include management and operation of current activities of the Company, reporting to and under the direction of the Board. The officers shall include at a minimum:

    1. (a) The CEO
    2. (b) The Head of Finance;
    3. (c) The Head of Audit;
    4. (d) The Compliance Officer/ Money Laundering Reporting Officer;

    and shall also include such other officers as the Board considers appropriate, or as required by a relevant licensing or listing requirement.

    The Board shall review and approve at least annually the Company’s management structure, responsibilities, and authorities.

    6.2 TITLES, AUTHORITIES, DUTIES AND REPORTING RESPONSIBILITIES

    6.2.1 Appointment of management - The Board shall adopt by-laws prescribing each senior officer’s title, authorities, duties and internal reporting responsibilities. This shall be done with the advice of the Remuneration Committee and in consultation with the CEO, to whom the other officers shall normally report. These provisions shall include but shall not be limited to the following:

    1. (a) The CEO shall have authority to act generally in the Company’s name, representing the Company’s interests in concluding transactions on the Company’s behalf and giving instructions to other officers and Company employees;
    2. (b) the Head of Finance shall be responsible and accountable:
      • (i) for the complete, timely, reliable and accurate preparation of the Company’s financial statements, in accordance with the accounting standards and policies of the Company; and
      • (ii) for presenting the Board with a balanced and understandable assessment of the Company’s financialsituation;
    3. (c) the Secretary of the Board’s duties shall include arranging, recording and following up on the actions, decisions and meetings of the Board and of the shareholders (both at annual and extraordinary meetings) in books to be kept for that purpose; and
    4. (d) the internal auditor’s duties shall include providing an independent and objective review of the efficiency of the Company’s operations including a review of the accuracy and reliability of the Company’s accounting records and financial reports as well as a review of the adequacy and effectiveness of the Company’s risk management, control, and governance processes.

    6.2.2 Limitations on authority - The Board shall specify limits which it wishes to set on the authority of the CEO or other officers, such as monetary maximums for transactions which they may authorize without separate Board approval.

    6.2.3 Secretary of the Board - The Secretary of the Board shall be given general responsibility for reviewing the Company’s procedures and advising the Board directly on such matters. Whenever practical, the Secretary of the Board shall be a person with legal or similar professional experience and training.

    6.2.4 Succession planning - At least annually the Board shall review and concur in a succession plan addressing the policies and principles for selecting a successor to the CEO, both in emergencies and in the normal course of business. The succession plan shall include an assessment of the experience, performance, skills and planned career paths for possible successors to the CEO.

    SECTION – 7

    COMMUNICATIONS WITH SHAREHOLDERS

    7.1 SHAREHOLDERS’ MEETINGS.

    7.1.1 Conduct ofshareholders’ meetings - The Board shall observe both the letter and the intent of the Company Law’s requirements for shareholder meetings including the following.

    1. (a) Notices of meetings must be honest, accurate and not misleading. They shall clearly state and, where necessary, explain the nature of the business of the meeting.
    2. (b) Meetings shall be held during normal business hours and at a place convenient for the greatest number of shareholders to attend.
    3. (c) Notices of meetings shall encourage shareholders to participate by proxy and shall refer to procedures for appointing a proxy and for directing the proxy how to vote on a particular resolution. The proxy agreement shall list the agenda items and shall specify the vote (such as “yes,” “no” or “abstain”).
    4. (d) Notices shall ensure that all material information and documentation is provided to shareholders on each agenda item for any shareholder meeting, including but not limited to any recommendations or dissents of Directors.
    5. (e) The Board shall propose a separate resolution at any meeting on each substantially separate issue, so that unrelated issues are not “bundled” together.
    6. (f) In meetings where Directors are to be elected or removed the Board shall ensure that each person is voted on separately, so that the shareholders can evaluate each person individually.
    7. (g) The Chairman of the meeting shall encourage questions from shareholders, including questions regarding the Company’s corporate governance guidelines
    8. (h) The minutes of the meeting must be made available to shareholders upon their request as soon as possible but not later than 30 days after the meeting.
    9. (i) Disclosure of all material facts must be made to the shareholders by the Chairman prior to any vote by the shareholders.

    7.1.2 Director Attendance at Shareholder Meetings - The Company shall require all Directors to attend and be available to answer questions from shareholders at any shareholder meeting and, in particular, ensure that the respective chairmen of the Audit Committee and Remuneration Committee are ready to answer appropriate questions regarding matters within their committee’s responsibility (it being understood that confidential and proprietary business information may be kept confidential).

    7.1.3 Attendance of external auditor at shareholder meetings - The Company shall require its external auditor to attend the annual shareholders’ meeting and be available to answer shareholders’ questions concerning the conduct and conclusions of the audit.

    7.1.4 Notices of shareholder meetings - In notices of meetings at which Directors are to be elected or removed the Company shall ensure that:

    1. (a) where the number of candidates exceeds the number of available seats, the notice of the meeting shall explain the voting method by which the successful candidates will be selected and the method to be used for counting of votes, and
    2. (b) the notice of the meeting shall present a factual and objective view of the candidates so that shareholders may make an informed decision on any appointment to the Board.
    7.2 DIRECT SHAREHOLDER COMMUNICATION

    The Chairman (and other Directors as appropriate) shall maintain continuing personal contact with controlling shareholders to solicit their views and understand their concerns. The Chairman shall ensure that the views of shareholders are communicated to the Board as a whole. The Chairman shall discuss governance and strategy with controlling shareholders. The Board shall encourage investors, particularly institutional investors, to help in evaluating the Company’s corporate governance.

    7.3 CONTROLLING SHAREHOLDERS

    So long as the Company has one or more controlling shareholders, the Chairman and other Directors shall actively encourage the controlling shareholders to make a considered use of their position and to fully respect the rights of minority shareholders.

    SECTION – 8

    DISCLOSURE OF CORPORATE GOVERNANCE

    8.1 DISCLOSURE UNDER THE COMPANY LAW

    8.1.1 Compliance - At each annual shareholders’ meeting the Board shall report on the Company’s compliance with this Charter and the Code, and explain the extent if any to which it has varied them or believes that any variance or noncompliance was justified.

    8.1.2 Reporting – At each annualshareholders’ meeting the Board shall report on further itemslisted in Appendix D (Corporate Governance Disclosure).

    8.1.3 Board Responsibility for Disclosure – The Board shall oversee the processes of disclosure and communications with internal and external shareholders. The Board shall ensure that disclosures made by the Company are fair, transparent, comprehensive and timely and reflect the character of the Company and the nature, complexity and risks inherent in the Company's business activities.

    SECTION – 9

    MISCELLANEOUS

    9.1 MISCELLANEOUS PROVISIONS

    9.1.1 Relationship with the articles - In the event of any conflict between the terms of this Charter and the articles of association of the Company, the terms of the articles of association of the Company shall prevail.

    9.1.2 Minutes and retention policy – The Board shall maintain adequate records of its meetings such that key decisions and how they are arrived at can be traced. Once the official minutes of a meeting of the Board have been approved, all prior drafts of such minutes and related notes shall be destroyed.

    9.1.3 Interaction with third parties – Without prejudice to Section 7.2 (Direct Shareholder Communication), individual Directors may, at the request of the management of the Company (but not otherwise), from time to time meet or otherwise communicate with various interested third parties with regard to the affairs of the Company. Such communications should generally be effected by, or with the concurrence of, theChairman. However, as a general rule, Directors should maintain any information relating to the Company that they acquired in the course of their duties in strict confidence.

    9.1.4 Chairman and Deputy Chairman not CEO – Neither the Chairman nor the Deputy Chairman shall be the same person as the Company CEO.

    APPENDIX A

    DEFINITION OF INDEPENDENT DIRECTOR

    1. Determination by the Board

    Under this Charter an “Independent Director” is a Director whom the Board has specifically determined has no material relationship which could affect their independence of judgment, taking into account all known facts. The Board shall consider that, although a particular Director meets the formal requirements, they may not be independent owing to specific circumstances of the person or the Company, ownership structure of the Company, or for any other reason. The Board’s determination shall be a good faith finding after diligent review and full discussion.

    2. Formal Requirements

    “Independent Director” means a Non-executive Director of the Company who, or whose family hareholders either separately or together with him or each other, does not have any material pecuniary relationships or transactions with the Company (not counting Director’sremuneration for this purpose) and in particular who, during the one year preceding the time in question met all the following conditions:

    1. (a) was not an employee of the Company;
    2. (b) did not:
      1. (i) make to, or receive from, the Company payments of more than BD 31,000 or equivalent (not counting Director’sremuneration);
      2. (ii) own more than a 10% share or other ownership interest, directly or indirectly, in an entity that made to or received from the Company payments of more than such amount;
      3. (iii) act as a general partner, manager, director or officer of a partnership or company that made to or received from the Company payments of more than such amount;
      4. (iv) have any significant contractual or business relationship with the Company which could be seen to materially interfere with the person’s capacity to act in an independent manner;
    3. (c) did not own directly or indirectly (including for this purpose ownership by any family member or related person) 5% or more of the shares of any type or class of the Company;
    4. (d) was not engaged directly or indirectly as an auditor or professional advisor for the Company; and
    5. (e) was not an associate of a Director or a member ofsenior management of the Company.

    For purposes of this definition, the 'payments' referred to in paragraph (b)(i), (b)(ii) and (b)(iii) do not include monies received from dividends, deposits, investments and credit facilities arising from the Company’s normal business activities, but instead ordinarily referto moniesreceived (and/or payable during the period in question) for services rendered to the Company by the director or company concerned, or paid (or payable) by the concerned director or company to the Company for services provided by the Company.

    Dividends, deposits, investment accounts and credit facilities are to be considered under item (b)(iv) of this definition.

    For the purpose of the definition of "independent director":

    1. (a) where the term "family" or "family member or related persons" is used reference is made to: spouse, father, mother, son(s) or daughter(s); and
    2. (b) where the term "associate" is used reference is made to:
      1. (i) spouse, father, mother,son(s) or daughter(s); or
      2. (ii) a person who is an employee or partner of the Director or of the firm represented or owned by the Director.

    APPENDIX B

    AUDIT COMMITTEE CHARTER

    1. PURPOSE

    To assist the Board of Directors of Arab Financial Services B.S.C. (Closed) (the “Board”) in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control, the audit process, and the company's process for monitoring compliance with laws and regulations and the code of conduct.

2. AUTHORITY

The Audit Committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is empowered to:

  1. (a) Appoint, compensate, and oversee the work of any employee in the internal audit department, employed by the organization.
  2. (b) Resolve any disagreements between management and the auditor regarding financial and/or other reporting.
  3. (c) Pre-approve all auditing and non-auditservices.
  4. (d) Retain independent counsel, accountants, or others to advise the committee or assist in the conduct of an investigation.
  5. (e) Seek any information it requires from employees—all of whom are directed to cooperate with the committee's requests—or external parties.
  6. (f) Meet with company officers, external auditors, or outside counsel, as necessary.
3. COMPOSITION, QUORUM AND PROXY

The Audit Committee will consist of three members of the Board at least one of which shall be an Independent Director. The Board or its nominating committee will appoint committee members and the Board will elect a Chairman who shall be an Independent Director. At least a majority of the Audit Committee shall have financial literacy and information technology qualifications.

The quorum for the meetings shall be a minimum of two members.

4. CHAIRMAN

The Chairman of the committee will be appointed by the Board. In the physical absence of the Chairman from the meeting, the Chairman has the option to preside over the meeting over tele/video-conferencing facilities. In the absence of the Board elected Chairman, the members present at the meeting will unanimously elect a member present at the meeting as the Chairman for that meeting. The member will have all the normal powers of the Board appointed Chairman.

5. MEETINGS

The committee will meet at least four times a year with authority to convene additional meetings as circumstancesrequire. All committee members are expected to attend each meeting, in person or via tele- or video-conference. The committee will invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. It will hold private meetings with auditors and executive sessions. Committee meetings can be called by the Chairman or jointly by the two members. Meeting agendas will be prepared by the Chairman of the Audit Committee in consultation with the other committee member and provided in advance to members by the Secretary of the Audit Committee, along with appropriate briefing materials. Minutes will be prepared and maintained by the Secretary to the Audit Committee who will be appointed by the Audit Committee. The minutes of the meeting will be approved in the subsequent Audit Committee meeting.

6. RESPONSIBILITIES

The primary responsibilities of the Audit Committee should involve assisting the Board in carrying out its responsibilities as they relate to the organization's accounting policies, internal control, and financial reporting practices. The Audit Committee should establish and maintain lines of communication between the Board and the company's independent auditors, internal auditors, and financial management.

The committee will carry out the following responsibilities in particular:

  1. (a) Financial Statements
    1. (i) Review significant accounting and reporting issues, including complex or unusual transactions and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on the financial statements.
    2. (ii) Review with management and the external auditors the results of the audit, its implications including any difficulties encountered.
    3. (iii) Review the annual financial statements, and consider whether they are complete, consistent with information known to committee members, and reflect appropriate accounting principles.
    4. (iv) Review other sections of the annual report and related regulatory filings before release and consider the accuracy and completeness of the information.
    5. (v) Review with management and the external auditors all matters required to be communicated to the committee under International Financial Reporting Standards, CBB regulations, Bahrain Commercial Companies Law and other relevant regulations.
    6. (vi) Review interim financial reports with management and the external auditors before filing with regulators, and consider whether they are complete and consistent with the information known to committee members.
    7. (vii) To encourage management accountability for the financial statements required by Directors, the committee shall require that the CEO and CFO state in writing to the committee and the Board that the Company’s interim and annual financial statements present a true and fair view, in all material respects, of the Company’s financial condition and results of operations in accordance with applicable accounting standards.
    8. (b) Internal Control
      1. (i) Consider the effectiveness of the company's internal control system, including information technology security and control.
      2. (ii) Understand the scope of internal and external auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management's responses.
    9. (c) Internal Audit
      1. (i) Review with management and the internal audit manager the charter, audit plans and audit programs, activities, budget, staffing, and organizational structure of the internal audit function, including IT audit function.
      2. (ii) Ensure there are no unjustified restrictions or limitations, and review and concur in the appointment, replacement, or dismissal of the head of internal audit and other internal audit department staff as applicable.
      3. (iii) On a regular basis, meet separately with the internal audit manager to discuss any matters that the committee or internal audit believes should be discussed privately.
    10. (d) Statutory Audit
      1. (i) Be responsible for the selection, appointment, remuneration, oversight and termination where appropriate of the external auditor, subject to ratification by the Board and shareholders. The external auditor shall report directly to the committee.
      2. (ii) Review the external auditors' proposed auditscope and approach, including coordination of audit effort with internal audit.
      3. (iii) Review the performance of the external auditors, and provide recommendations to the Board as necessary.
      4. (iv) Review and confirm the independence of the external auditors by obtaining statements from the auditors on relationships between the auditors and the company, including non-audit services, and discussing the relationships with the auditors.
      5. (v) Meet separately with the external auditors to discuss any matters that the committee or auditors believe should be discussed privately.
    11. (e) Risk Management
      1. (i) Review the adequacy and effectiveness of risk management framework.
      2. (ii) Review risk reports and risk mitigation measures.
      3. (iii) Meet with risk manager periodically to review performance of risk management department.

      (AFS’s Risk Management department currently focuses on Operational Risks only. The other risk types like financial, legal and compliance risks are managed by Finance and Compliance teams respectively.)

    12. (f) Compliance
      1. (i) Review and discuss and make recommendations regarding the selection, appointment and termination where appropriate of the head of compliance and the budget allocated to the compliance function, and monitor the responsiveness of management to the committee's recommendations and findings.
      2. (ii) Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management's investigation and follow-up (including disciplinary action) of any instances of non-compliance.
      3. (iii) Review the findings of any examinations by regulatory agencies,such as Visa, MasterCard, CBB and any auditor observations, including observations by Shareholding companies.
      4. (iv) Review the process for communicating the code of conduct to company personnel, and for monitoring compliance therewith.
      5. (v) Obtain regular updates from management and company legal counsel regarding compliance matters.
    13. (g) Reporting Responsibilities
      1. (i) As and when required, report to the Board about committee activities, issues, and related recommendations.
      2. (ii) Provide an open venue of communication between internal audit, the external auditors, and the Board.
      3. (iii) Review any other reportsthe company issuesthat relate to committee responsibilities.
      4. (iii) Review any other reportsthe company issuesthat relate to committee responsibilities.
    14. (h) Other Responsibilities
      1. (i) Perform other activitiesrelated to this charter as requested by the Board.
      2. (ii) Institute and oversee special investigations as needed.
      3. (iii) Review and assess the adequacy of the committee charter annually, requesting board approval for proposed changes, and ensure appropriate disclosure as may be required by law or regulation.
      4. (iv) Review annually, the responsibilities outlined in this Charter and evaluate requirement for any amendments of the Charter.
    7. PERFORMANCE EVALUATION

    The Committee shall undertake an annual evaluation assessing its performance with respect to its purpose and its duties and tasks set forth in the charter, which evaluation shall be reported to the Board

    APPENDIX C

    REMUNERATION COMMITTEE CHARTER

    (Subject to final ratification by the Board)
    1. PURPOSE

    The purpose of the Remuneration Committee (the “Committee”) of the Board of Directors of Arab Financial Services B.S.C. (Closed) (the “Board”) is to discharge the responsibilities of the Board relating to organization of the Board and compensation of executives and directors; to identify individuals qualified to become Board members, consistent with criteria approved by the Board; to provide general oversight of the Company’s compensation structure including performance based incentives and benefits program; and to perform such other duties and responsibilities as are enumerated in and consistent with this charter.

    2. COMPOSITION

    The Committee shall consist of at least three members who will be appointed by the Board. The quorum will be minimum 2 members.

    3. CHAIRMAN

    The Chairman of the Committee will be appointed by the Board. In the physical absence of the Chairman from the meeting, the Chairman has the option to preside over the meeting over tele/video-conferencing facilities. In the absence of the Board elected Chairman, the members present at the meeting will unanimously elect a member present at the meeting as the Chairman for that meeting. The member will have all the normal powers of the Board appointed Chairman.

    4. DELEGATION

    The Committee may, by resolution passed by a majority of the Committee, designate one or more subcommittees, each subcommittee to consist of at least two members of the Committee. Any such subcommittee, to the extent provided in the resolutions of the Committee and to the extent not limited by applicable law, shall have and may exercise all the powers and authority of the Committee. Each subcommittee shall have such name as may be determined from time to time by resolution adopted by the Committee. Each subcommittee shall keep regular minutes of its meetings and report the same to the Committee or the Board when required.

    5. AUTHORITY TO RETAIN ADVISORS

    The Committee will have the authority to retain at the expense of the Company such outside consultants, counsel, and other experts and advisors as it determines is appropriate to assist it in the full performance of its functions, including sole authority to retain and terminate any consultant used to assist the Committee in the evaluation of director, CEO or senior executive selection and compensation, and to approve the consultant’s fees and other retention terms.

    6. PERFORMANCE ASSESSMENT

    The Committee shall undertake an annual evaluation assessing its performance with respect to its purpose and its duties and task sset forth in the charter, which evaluation shall be reported to the Board. Inaddition, the Committee shall lead the Board in an annual self-evaluation process, including the self-evaluation of each Board committee, and report its conclusions and any further recommendations to the Board.

    7. MEETINGS

    The Committee shall convene at least twice a year. The Committee shall report regularly to the full Board with respect to its activities.

    8. DUTIES AND RESPONSIBILITIES

    The following shall be the common recurring duties and responsibilities of the Committee in carrying out its oversight functions. These duties and responsibilities are set forth below as a guide to the Committee with the understanding that the Committee may alter or supplement them as appropriate under the circumstances to the extent permitted by applicable law.

    1. (a) Assess the size and composition of the Board in light of the operating requirements of the Company and existing attitudes and trends.
    2. (b) Develop membership qualificationsfor the Board and Board committees.
    3. (c) Monitor compliance with Board and Board committee membership criteria.
    4. (d) Review and recommend Directors for continued service as required based on evolving needs of the Company and existing attitudes and trends.
    5. (e) Coordinate and assist in recruiting new members to the Board. Investigate suggestions for candidates for membership on the Board, including shareowners nominations, and shall recommend prospective directors, as required, to provide an appropriate balance of knowledge, experience and capability on the Board.
    6. (f) Recommend Board committee assignments.
    7. (g) Assure that plans are in place for orderly succession ofsenior management.
    8. (h) Oversee and evaluate Company’s overall structure, policies and programs, and assess whether these establish appropriate incentives and leadership development for management and other employees.
    9. (i) Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer (and other executivesif and when the Board requests), evaluate the performance in light of those goals and objectives and approve annual compensation levels including salaries, bonuses, and other incentives.
    10. (j) Perform such other duties and responsibilities as are consistent with the purpose of the Committee and as the Board or the Committee deems appropriate.

    APPENDIX D

    CORPORATE GOVERNANCE DISCLOSURE

    The Company shall disclose the following items, in addition to any disclosures required by applicable industry regulatory bodies:

    1. Ownership of shares
    1. (a) distribution of ownership by nationality;
    2. (b) distribution of ownership by size ofshareholder;
    3. (c) ownership by governments;
    4. (d) names ofshareholders owning 5% or more and, if they act in concert, a description of the voting,
    5. (e) shareholders’ or other agreements among them relating to acting in concert, and of any other direct and indirect relationships among them or with the Company or other shareholders
    2. Board, Board Members and Management
    1. (a) Board’sfunctions — rather than a general statement (which could be disclosed simply as the Board’s legal obligations under the law) the ‘mandate’ of the Board shall be set out;
    2. (b) the types of material transactions that require Board approval;
    3. (c) names, their capacity of representation and detailed information about the Directors, including directorships of other Boards, positions, qualifications and experience (shall describe each Director as an Executive Director or a Non-executive Director);
    4. (d) number and names of Independent Directors;
    5. (e) Board terms and the start date of each term;
    6. (f) what the Board doesto induct/educate/orient new Directors;
    7. (g) Director’s ownership ofshares;
    8. (h) election system of Directors and any termination arrangements;
    9. (i) Director’strading of Company shares during the year;
    10. (j) meeting dates(number of meetings during the year);
    11. (k) attendance of Directors at each meeting;
    12. (l) aggregate remuneration paid to the Board;
    13. (m) list of senior managers and profile of each;
    14. (n) shareholding by senior managers;
    15. (o) remuneration policy of the Company for the Board and executive management;
    16. (p) aggregate remuneration paid to executive management;
    17. (q) details ofstock options and performance-linked incentives available to executives;
    18. (r) whether the Board has adopted a written code of ethical business conduct, and if so the text of that code and a statement of how the Board monitors compliance;
    3. Board Committees
    1. (a) names of the Board committees;
    2. (b) functions of each committee;
    3. (c) members of each committee divided into executive, non-executive and independent;
    4. (d) minimum number of meetings per year;
    5. (e) actual number of meetings;
    6. (f) attendance of committees’ members;
    7. (g) work of committees and any significant issues arising during the period;
    4. Corporate Governance
    1. (a) separate section in the Annual Report;
    2. (b) reference to the Code and its principles;
    3. (c) changes on the Code that took place during the year;
    4. (d) explanation and nature of any non-compliance with the HC Module in a manner consistent with the relevant CBB rules;
    5. Auditors
    1. (a) the charters and a list of members of each of the Audit Committee, Remuneration Committee;
    2. (b) audit fees;
    3. (c) non-audit services provided by the external auditor and fees generated;
    4. (d) reasons for any switching of auditors and reappointing of auditors;
    6. Other
    1. (a) related party transactions;
    2. (b) approval processfor related party transactions;
    3. (c) means of communication with shareholders and investors;
    4. (d) identification and comment on the management of principal risks and uncertainties faced by the business to be set forth in the "Management Discussion and Analysis" section of the Annual Report;
    5. (e) review of internal control processes and procedures;
    6. (f) announcements of the results in the press shall include at least the followings:
      1. (i) balance sheet, income statement, cash flow statement, statement of comprehensive income and changesin shareholders’ equity;
      2. (ii) identification of auditor;
      3. (iii) auditor’ssignature date;
      4. (iv) Board approval date;
      5. (v) set out Directors' responsibility with regard to the preparation of financialstatements;
    7. Conflicts of Interest

    any conflicts of interest issues that arose in addition to any steps the Board takes to ensure Directors exercise independent judgment in considering transactions and agreements in respect of which a Director or executive officer has a material interest; and

    8. Board of Directors

    whether or not the Board, its committees and individual Directors are regularly assessed with respect to their effectiveness and contribution.

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