2.CONTENT
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, 'Content'), including but not limited to the design, structure, selection, coordination, expression, 'look and feel' and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to Hesabe, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including 'mirroring') to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Hesabe's express prior written consent. You may use information on Hesabe services (such as data sheets, knowledge base articles, and similar materials) purposely made available by Hesabe for downloading from the Site, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.
12.E-PAYMENT SOLUTIONS SERVICE AGREEMENT & POINT OF SALE (POS) SERVICE CONTRACT
These Terms and Conditions establishes the general terms and conditions with respect to Hesabe Payment Collection Company’s offering to Merchant. These Terms and Conditions and other documents shall apply to and are incorporated by reference to this clause into Merchant’s E-Payment Solutions Service Agreement. In the event of a discrepancy between Merchant’s particular E-Payment Solutions Service Agreement and these Terms and Conditions, Merchant’s E-Payment Solutions Service Agreement shall control.
DEFINITIONS AND INTERPRETATION
In this Agreement the following words shall, unless the context otherwise requires, have the following meanings
KWD: The lawful currency of Kuwait from time to time
Aggregator: The Aggregator is engaged in the business of providing to various merchants (who sell their Products online), services in relation to facilitating electronic on-line payment by their customers using credit cards and debit card
Authorized Person: The employees of “HESABE” or a Merchant (as applicable) authorized by “HESABE” or a Merchant (as applicable) to access for the purposes of information, modification, data input or data extraction any software relating to the Payment Gateway for acceptance of Electronic Commerce Transactions
Authorization: The process, by which an Electronic Commerce Transaction request is approved, referred or declined by the Bank and the provision of refund, amendment and settlement
Banking Day: Any day (other than a Friday, Saturday or public holiday) on which the Bank is open for business in Kuwait
Card: The payment card, being a credit or charge card which is a Valid Card
Cardholder: The principal cardholder or a supplementary cardholder who has been issued with a Valid Card and whose name is embossed on the Card
Card Absent Environment: An environment where a transaction is completed under both of the following conditions
Cardholder is not present;
Card is not present
Cardholder Access Device: A terminal, personal computer, telephone or other device that a Cardholder uses to initiate an Electronic Commerce Transaction
Card Transaction: Any bona-fide transaction between a Merchant and the Cardholder in which a Card is used for payments of goods or services or a refund or other money adjustment pursuant to a sale or refund or any other permitted transaction
Card Refund: Any refund given in respect of a Card Transaction for credit to the Cardholder
HESABE Account: The account which the Bank maintains on behalf of “HESABE” for purposes relating to this Agreement
Electronic Commerce Transaction: A bona-fide transaction between a Merchant and the Cardholder where a Card is used for payment of goods and services or bills over the Internet and other networks using a Cardholder Access Device
Internet: A collection of information stores in a computer physically located throughout the world
Mastercard SecureCode: An online security service from MasterCard International which connects the Cardholder to the issuer to authenticate the Cardholder’s identity at the time a Card Transaction is made at the point of purchase
Payment Gateway: A system that provides electronic commerce services to Merchants for the Authorization and settlement of Electronic Commerce Transaction
PCI DSS: The Payment Card Industry Data Security Standard as declared by the Payment Card Industry Data Security Council from time to time
Person or Persons: Any person, firm, company, establishment or partnership
Sales Record: An electronic record of sale containing full information of an Electronic Commerce Transaction authorized by the Bank and “HESABE”
3D Secure Transaction: An Electronic Commerce Transaction received from a Cardholder Access Device through SSL encryption with positive authentication of the Cardholder by the 3D secure protocol
Sponsored Merchants: An online seller that contracts with “HESABE” to avail card payment related services
SSL: The Secure Socket Layer method of encrypting data
Transaction Country: The country where a Merchant’s outlet is located
USD: The lawful currency of the United States of America from time to time
Valid Card: Any of the following Cards
MasterCard - A charge or credit card bearing the MasterCard logo which has not been cancelled, reported stolen or missing, or destroyed
Visa Card - A charge or credit card and bearing the Visa logo which has not been cancelled, reported stolen or missing, or destroyed, Provided that the relevant Card is being used within its validity dat
Verified by Visa: An online security service from Visa which connects the Cardholder to the issuer to authenticate the Cardholder’s identity at the time a Card Transaction is made at the point of purchas
The headings are inserted in this Agreement are for convenience only and shall not affect the interpretation of and provision of this Agreeme
FIRST PARTY RIGHTS AND OBLIGATIONS
1. Hesabe shall comply with administrative measures on online payment services and shall perform the services contemplated hereunder in accordance with la
2. Hesabe shall conduct prima facie examination only to a Payment Instruction, and no liability shall be imposed upon Hesabe for any failure of implementation or any implementation error of a Payment Instruction due to any reason not attributable to Hesa
3. Hesabe shall not be liable for its failure to implement or completely implement the Payment Instruction due to any of the following reasons; provided that Hesabe shall inform the Merchant of the operation status of Payment Instructi
the Payment Instruction is unclear, unrecognizable in its code, incomplete or is delivered in a form other than that required by Hesabe
the balance available of the designated cardholder bank account is insufficient, or the amount to be transferred exceeds the payment quota required by regulatory authorities
the designated cardholder bank account is frozen or blocked from transferring by operation of l
the designated cardholder account bank account is abnormal for unknown reason
Any other circumstances provided for in this Agreeme
4. No liability shall be imposed upon Hesabe, if the Merchant is not able to perform its services normally for any of the following reason
the Merchant’s shutdown of system for maintenance or upgrade
typhoon, earthquake, flood, thunderbolt, terrorist attack or other force majeu
breakdown of the communication line or power supply circuit of the Merchant’s system
virus, Trojan, malware attack, network congestion, unstable system, device or system breakdown, communication breakdown, power failure, bank’s reasons, defects in third-party’s services or act of government, e
5. The Merchant shall perform its anti-money laundering obligations in accordance with laws and regulations and regulatory requiremen
MERCHANT RIGHTS AND OBLIGATI
1. The Merchant agrees to Hesabe’s and the National Bank of Kuwait’s (“NBK”) terms and conditions and acknowledges that until such time as the Merchant enters into this Agreement, NBK will not be obliged to perform its obligations under this Agreeme
2. The Merchant shall ensure that for the entire term of this Agreement, it has all authorizations, licenses, approvals and qualifications required for its operation, and execution and performance of this Agreement. The Merchant shall furnish Hesabe with information of the Merchant’s identity and operation, including but not limited to various licenses, permits and administrative approvals required for Merchant’s operation. In case of any change to the said information, Merchant shall promptly furnish Hesabe with updated information in writing. Hesabe may act in full reliance on the pre-change information prior to verification of the updated information, and Merchant shall assume on its own any and all risks arising therefrom. In addition, the Merchant shall bear any and all risks and liabilities arising from any delivery by mistake, lack of clarity, inaccuracy, untruth, delay and incompleteness of the said informati
3. The Merchant acknowledges and agrees that Hesabe may perform the Collection Agency Service hereunder for the Merchant only upon Merchant’s obtaining of designated cardholder’s sufficient authorization. If any cardholder files complaint for any reason, the Merchant shall be responsible to resolve the issue and relieve Hesabe from any liability arising therefrom; and the Merchant shall indemnify and hold Hesabe harmless from and against any loss resulted therefrom to the Mercha
4. The Merchant shall ensure the compliance and regularity of its own services, and shall be independently liable for any complaint, refund, settlement of dispute, penalty etc. arising from any default, infringement, breach of law and irregularity in Merchant’s operating activities. Merchant shall fully compensate any of Hesabe’s losses as a result thereof, and Hesabe shall have the right to early terminate this Agreement
5. The Merchant shall perform its anti-money-laundering obligations in accordance with laws and regulations as well as regulatory requirements, and shall actively cooperate with Hesabe’s in performing anti-money-laundering obligations. In addition, the Merchant shall actively cooperate with Hesabe in implementing relevant regulatory requirements, including but not limited to perambulation inspection and cooperative investigati
6. The Merchant shall ensure that all offered products and services are usable, compatible with the public order or morals in the state of Kuwait, legally saleable and disposable and not subject to any third party's rights. The Merchant shall provide them to its clients in accordance with the specifications stated in the ad. The Merchant shall be solely responsible for any violation in this regard as well as for all legal violations or default of any obligation committed by its own clien
7. The Merchant shall not participate in the promotion of on-line gambling or accept any on-line gambling transactions or provide or promote any type of pornography sites or any other web site which is prohibited by, or in any manner contrary to, Kuwait l
8. The Merchant shall provide delivery of goods and/or services paid for by the Cardholder by means of an Electronic Commerce Transaction within days from the date of the Electronic Commerce Transaction, or such other date as has been agreed with the Cardholder in relation to the particular transacti
9. The Merchant shall not specify any minimum transaction amount for the acceptance of Cards in payment for goods and/or servic
10. The Merchant shall include in a single Authorization all items of goods and services purchased in a single sale in one total amount even in cases where the single sales transaction includes more than one it
11. The Merchant shall obtain an Authorization from NBK for each Electronic Commerce Transacti
12. The Merchant shall not maintain Card Transaction Data for each Electronic Commerce Transaction except if they are certified by PCI-DSS or within the approval of N
13. The Merchant shall retain any relevant correspondence relating to an Electronic Commerce Transaction, including the Sales Record, for a minimum period of ten (10) years from the date of Authorization for the relevant Electronic Commerce Transacti
14. The Merchant will allow only Authorized Persons to undertake Electronic Commerce Transactions or present to the Bank any data which was originated as a result of an Electronic Commerce Transaction between the Cardholder and the Mercha
15. The Merchant shall not request or use any Card or Cardholder information for any purpose that it knows or should have known to be fraudulent or in violation of the law or any rules, operation regulations, procedures, or policies which are communicated by the Bank from time to ti
16. The Merchant warrants and represents that it shall be responsible to Hesabe and third parties for all its client transactions related to repayment of their financial obligations towards the client and the Merchant shall refund all amounts of money it obtained from the cardholder in respect of such transactio
17. The Merchant shall bear all fees and consequences arising from any mistake or negligence of any representative or employee the Merchant or the end user while performing any transaction using Hesabe's servic
POINT OF SALE (POS) SERVICE (If Appicab
1. The First Party shall provide and the Second Party with the POS device (the “Device”) necessary in order to conduct POS servic
2. The Merchant agrees and acknowledges that the First Party has or will enter into point of sale service contract with multiple third-party banks in order to provide the merchant with the Devi
In the event the First Party is subject to any liability, penalty, or other obligation under the terms contract between the First Party and the third-party bank, the Merchant acknowledges and agrees that it will indemnify and hold harmless the First Party for such liability, penalty, or other obligation of that relevant contract so long as the result of such liability, penalty, or other obligation were caused by the Mercha
3. The Merchant must return the Device to the First Party on the agreed upon da
4. The Merchant is responsible for picking up and dropping off the Device from/to the First Party’s premises on the agreed upon pick up and return dat
5. Failure of the Merchant to return the Device to the First Party on the agreed upon return date will lead to recurring late penalty fee of five (5) KWD per d
6. The Parties may agree to extend the Device rental period by written agreement at least seven (7) business days prior to the agree upon return date of the Devi
7. The Merchant acknowledges and agrees that it will be charged three hundred (300) KWD in the case of severe damage to the Device or if the Device is l
8. The Merchant acknowledges and agrees that that the remaining monthly rent will be charged when the Merchant requests to cancel the agreement anytime during first contractual per
SECURITY OF
1. Save to the extent necessary to comply with any legal requirement to the contrary, the Merchant must destroy and undertakes to destroy all information immediately following the expiry of the time periods referred to in Clause 5.12 of this Agreem
2. The Merchant shall use a level of data encryption and certification when Card Transaction Data relating to an Electronic Commerce Transaction is transmitted to the Bank at least equivalent to 128 bit SSL data encryption for symmetric cryptographic applications. For asymmetric cryptographic applications, the key size will have to be a minimum of 1024 b
3. The Merchant shall not sell, purchase, provide or exchange a Cardholder’s name or Valid Card information to any third party other than to the Bank or where required to do so by law, regulation or decree and only to the extent legally required to be disclo
THE MERCHANT’S WEB-
1. The Merchant shall adequately display the following information in a prominent position on its web page that relates to the sale of goods and services for which an Electronic Commerce Transaction may be m
provide a complete and accurate description of the goods and services offe
provide details for customer service contact including the telephone number and electronic mail addr
state their policy clearly for the physical delivery of goods and services, their return, cancellation of orders and refu
advise that the payment currency will be in a requested curre
state that their country of domicile is Kuwait;
ensure that the Cardholder enters
1. the full Valid Card account number
2. expiry date of the Valid
3. CVV/CVC codes – the 3-digit code printed on the signature panel of the Valid Card;
4. The billing address of the Cardholder which is held by the issuer of the Valid C
2. The Merchant shall not use any material referring to Hesabe, the Bank or any other name, brand mark or design associated with the Cards or the Bank without prior written approval from Hesabe and the B
3. The Merchant shall display the brand mark “Verified by Visa” and “MasterCard SecureCode” or any other mark as specified by the Bank from time to time to inform Cardholders that they are transacting at a recognized and secure webs
4. The Merchant shall display the brand mark obtained from the Bank, of the Valid Cards accep
1. at the point of interaction which indicates that the Merchant accepts Valid Cards;
2.Whenever payment options are presen
5. The Merchant shall, at all points of Cardholder interaction, the Merchant must prominently and unequivocally inform the Cardholder of the identity of the Merchant so that the Cardholder can readily distinguish the Merchant from any supplier of goods and services to the Merchant for the Electronic Commerce Transaction including the goods and services that are being purchased, as well as for related customer service, dispute resolution and performance of the terms and conditions of the transact
TERMINAL
1. In event of any of the following, the non-breaching Party shall have the right to terminate this Agreement immediately and claim liability for breach of contract against the breaching Pa
a Party breaches any provision of this Agreement or defaults on relevant obligations and fails to rectify such breach or default within seven days upon receipt of the other party’s written notice of the s
a Party is in material breach of this Agreement so that the purpose of this Agreement cannot be affec
2. In event of any of the following, this Agreement shall be terminated immediately, and no liability will be imposed upon either Party for breach of contr
the Parties do not renew this Agreement upon expiration of the term of this Agreement, or the Parties otherwise agree to early terminate this Agreement through negotiat
during the term of this Agreement, this Agreement cannot be performed due to any law or regulation, or any order or policy issued or amended by relevant national author
during the term of this Agreement, either Party terminates this Agreement on the basis of performance of this Agreement and/or business adjustment, by giving a 10-day prior written notice to the other Pa3. Any right or obligation generated prior to the termination of this Agreement shall continue to be performed by the Parties
SUSPENSION OF SERVICE
Hesabe has the right to suspend the services without providing notice to the Merchant subject to this Agreement for any rea
LIABILITY AND INDEMNITIES
Unless otherwise specified herein, either Party that breaches any provision of this Agreement shall indemnify the other Party from any direct loss arising therefrom, including but not limited to any loss resulted from an administrative penalty. No Party shall be held liable for the other Party’s any indirect loss, including but not limited to any personal injury, loss of profit, loss of income, interruption of business operat
The Merchant shall equally be liable to Hesabe, in case of any dispute arising between the Bank and a Hesabe or a Cardholder as the case may
The Merchant shall be liable to and shall promptly indemnify and hold Hesabe harmless against any and all acts or omissions due to gross negligence or willful misconduct of any of the Merchant's employees which result in an Authorization being fraudulently provided by the Merchant in relation to any Electronic Commerce Transact
DOCUMENT RETEN
The Merchant shall retain all documents, books, records and other data (“Documents”) related to electronic commerce transactions including sales register for period of two (2) years from the date of such transactions. Hesabe or its representatives shall have the right to make and retain copies of the Documents at its expe
CONFIDENTIA
“Confidential Information” means information relating to the Parties, its business, products, affairs and finances, trade secrets including, without limitation, technical data and know-how relating to the business of the relevant Party or any of its suppliers, clients, customers, agents, distributors, shareholders or management which is received from the either Party of this Agreement. The terms Confidential Information does not apply to any information wh
is developed independently by the Recipient, based on but not including the Confidential Informat
at the date of disclosure to the Recipient or its Representatives, is publicly known or at any time after that date becomes publicly known (and so far as you are aware, the information has not become publicly known through a breach of this Agreement by you or any persons to whom you have disclosed Confidential Information)
was (so far as the Recipient was aware) lawfully in the Recipient’s or its Representatives’ possession or knowledge before the date of disclosure pursuant to this Agreement; or is received on a non-confidential bas
No Party receiving Confidential Information from the other Party (the “Recipient”) shall disclose the contents of such Confidential Information or the contents of this Agreement to any third party without the prior written consent of the other Pa
Notwithstanding any other provision of this Agreement to the contrary, where the Recipient or any person to whom the Recipient has disclosed Confidential Information, is requested required to disclose (in the written opinion of external counsel) any Confidential Information by law or any regulatory, governmental or supervisory authority or exchange to which it submits, it may do so, provided that the Recipient shall, where reasonable, practically feasible in the circumstances and legally permissible, notify the other Party of the disclosure request (other than where the request is made in the ordinary course of the recipient’s supervisory or regulatory function) and consult with the other Party as to the timing, content, and manner of dispa
The Parties mutually agree and undertake that they will hold all Confidential Information obtained from the other Party in the course of executing their duties under this Agreement in strict confidence and will not disclose any such Confidential Information to any third party (other than their Representatives who have a reasonable need to have access to such information) nor will they use any such Confidential Information other than for the acting in accordance with the provisions of this Agreem
Representatives includes the Recipient, its affiliates, and each of their respective directors, officers, employees, agents, members, partners and co-investors, advisers, consultants, sources of finance and their representatives (who, in the reasonable opinion of the Recipient, need to have access to it to further the Transacti
The Recipient shall ensure that each of its directors, officers and employees comply with the provisions of this Agreement. The Recipient shall ensure that its Representatives are made aware of the confidential nature of the Confidential Information and use reasonable endeavors to procure that each of its professional advisors and potential providers will agree to comply with all the confidentiality provisions contained herein as they apply to them as Representatives, on substantially the same terms as this Agreem
The Recipient shall be liable for any breaches of confidentiality by such Representatives provided they (i) have received the Confidential Information solely from The Recipient itself (ii) do not owe a professional duty of confidentiality and/or (iii) have not otherwise entered into a confidentiality agreement directly with the other Pa
Unless otherwise expressly set out in this Agreement, the obligations under Article 14 of this Agreement shall terminate one year from the termination of this Agreem
The obligation of confidentiality shall not include information which has become public information without any fault of the Party receiving the Confidential Information, or Confidential Information that the Party already had at his unrestricted disposal, or which was subsequently obtained in a lawful man
DATA PROTEC
The Merchant shall ensure the requirements of information security and strict confidentiality of all transactions related to Cardholders, and are prohibited from providing any data, directly or indirectly, or disclosing it or allowing third parties to access the same. This prohibition shall remain in effect even if the relationship between them and the Cardholder is terminated for any rea
The Merchant will use commercially reasonable to ensure all Cardholder data is kept confidential and protected in a manner that fully complies with any official regulatory or legal requirements applicable in Kuw
Hesabe may access the Merchant’s data (and user traffic) solely in connection with the performance of its obligations under this Agreem
The Merchant may not access or use the Cardholder’s information to promote its services to its customers or otherwise exploit such data for commercial purpo
The Merchant shall comply with Central Bank of Kuwait and any other relevant regulations concerning data privacy and customer d
MARKETING AND ADVERTI
The Merchant hereby authorizes and gives permission for Hesabe and Hesabe’s Affiliates to use the legal or fictional company name, logo, trademark and/or personal quotes in connection with promotional materials that Hesabe may disseminate to the public relating to Hesabe’s relationship with the Merchant. Promotional materials may include, but are not limited to, brochures, video Hesabees, emails, internet websites, advertising in newspapers and/or other periodicals, lucites, pictures and photogra
Hesabe shall provide the Merchant with a copy of promotional materials prepared by Hesabe or Hesabe’s Affiliates prior to making such promotional materials available to the pub
Hesabe has the right to advertise the products and services of other companies conducting business similar to the Merchant without receiving the Merchant appro
NOT
1. This contract is made in duplicate, each party received one copy to act accordingly when necess
2. All notices, requests, demands and any other communications under this Agreement shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by internationally recognized courier service or by fax or e-mail confirmed by such mail or courier service to the following addres
If to HES
Address: Al-Qibla, Block 11, Ali Al-Salim Street, Building No. 16, Mabani Building 1, Second Floor, P.O.B 5592, Safat 13056, Ku
E-mail:
Attention:
If to MERCH
Address:
Attention: [●]
Email: [●]
or such other addresses as may be designated by either party to the other party in writing. Any notice or other communication so transmitted shall be deemed to have been received at the time of delivery in case of communication delivered personally, one (1) day after transmission in case of communication made by fax, and ten (10) days after mailing or sending in case of communication made by mail or courier service.
MISCELLANEOUS
1. The formation, validity, construction, and performance of this Agreement and each of the transactions based upon this Agreement shall be governed in all respects by the substantive laws of the State of Kuwait, without reference to its conflicts of laws rules.
2. All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement or any transactions based upon this Agreement shall be finally settled by the courts of the State of Kuwait.
3. The Merchant may not assign, transfer, pledge, or in any way dispose of this Agreement, any product order, or any of its rights or obligations hereunder or thereunder to any other person without the prior written consent of Hesabe. Any purported or attempted assignment, transfer, pledge, or other disposition of this Agreement, any product order, or any of the Merchant’s rights or obligations hereunder or thereunder without Hesabe’s prior written consent, will be void and of no effect or will constitute the assigning Merchant’s voluntary termination of this Agreement (or product order, as the case may be) effective as of such purported or attempted assignment, transfer, pledge, or other disposition.
4. For purposes of this Agreement and without regard to any contradictory interpretation at law, any purported sale, merger, consolidation, or other transfer of a controlling management or ownership interest of the Merchant (or any parent corporation thereof), whether in one transaction or a series of related transactions and whether voluntary or by act of law, will be deemed an assignment of the Merchant’s rights and/or obligations hereunder requiring the prior written consent of Hesabe.
5. In the event that any provision of this Agreement for any reason, shall be held invalid, illegal or unenforceable in any respect, such invalidity shall not affect the other provisions of this Agreement, all of which shall remain in full force and effect.
6. This Agreement constitutes the entire agreement between the Parties hereto and merges, cancels and supersedes all previous negotiations, agreements, and commitments made by and between the Parties with respect to the distributorship of the Products within the Territory. No agreement, commitment or proposal made by and between the parties hereto before the effective date of this Agreement shall be valid. No change, modification and amendment of this Agreement shall be binding upon the parties unless made in writing and signed by both parties.
7. Any failure by any party to enforce at any time, any terms and conditions of this Agreement shall not be considered a waiver of that party's right thereafter to enforce each and every term and condition of this Agreement.
8. Each Party hereby warrants and undertakes to the other Parties hereto that:
It is duly formed and validly existing in accordance with the laws of the jurisdiction under which it is formed
It has the power and authority to execute and deliver, to perform its obligations under and to undertake the transactions anticipated by this Agreement and all necessary cooperation and other action has been taken to authorize the execution, delivery and performance of this Agreement
This Agreement has been duly executed and constitutes a valid, legal and binding obligation of such Party, which is enforceable in accordance with its terms; an
The execution and delivery of this Agreement and the performance by itself under the transactions anticipated by this Agreement will not contravene any law applicable to itself or such affiliates or conflict with or result in a breach of or default under its or their corporate charter or other organization documents or any agreement or other obligation binding on itself.
It shall be responsible for and shall bear the cost of income tax (as may be appropriate) which may be imposed in the Territory on its respective share of the profits in the Company or its respective ownership interest in the Company
9. This Agreement contains the entire agreement between the Parties with respect to the subject hereof, and any prior agreement whether in written form or oral form, letter, representation, information, warranty, promise or condition made before the date of this Agreement and relating to the subject of this Agreement is hereby replaced and superseded by this Agreement.
10. This Agreement shall be interpreted, construed and executed in accordance with acknowledged business practice and according to the utmost good faith concept. Both Parties undertakes to abide with the valid laws and legitimate customs applicable in the Territory
11. No amendment or addition to this Agreement shall be effective unless signed by both Parties in writing. This shall apply mutatis mutandis for a stipulation revoking the requirement of writing.
12. In case any provision of this Agreement should be or become inadmissible, invalid, unlawful, unenforceable or ineffective, the effectiveness of the other provisions shall not be thereby affected. The inadmissible, invalid, unlawful, unenforceable or ineffective provision shall be replaced by an admissible, valid, lawful, enforceable and effective one which shall reflect the original intent of the Parties in drafting the ineffective provision
13. The failure of a Party to insist upon the performance of any provisions of this Agreement shall not be construed as a waiver or relinquishment of that Party's right to future performance of such provision and the other Party's obligation in respect of such future performance shall continue in full force and effect.
14. Notifications shall be drafted to the addresses of both Parties as per mentioned above and by the registered mail or fax or handing over, in those events notifications shall be considered legally effective upon receipt.
15. This Agreement is executed in the English language. Any communications whatsoever under this Agreement shall be in the English language. All correspondences related to this Agreement shall be drafted in English language; and the English language shall be considered the approved contractual language
16. Neither of the parties shall be liable to the other for any delay in, or failure to render, any performance hereunder, to the extent that such delay or failure is caused by acts of God, flood, tidal wave, lightening, typhoon, storm, earthquake, plague or other epidemics, war, threat of war, warlike conditions, act of terrorism, insurrection, revolution, fire, explosion, wreck, blockade, civil commotion, strikes, lockouts or other labor disputes, riots, boycotting of the Products, shortage or control of energy supply or raw materials, unavailability of transport facilities or loading or discharging facilities, port congestion, and other restriction by law, regulations, orders or administrative guidance of governmental authorities, quarantine, embargoes, mobilization, requisition, prohibition of export, refusal of issuing export license or any other statutory, administrative or governmental restriction, or other similar or dissimilar circumstances beyond the reasonable control of the affected party (hereinafter individually or collectively referred to as “Force Majeure”). The affected party shall use its best effort to eliminate the effects of the Force Majeure as soon as possible and resume performance hereunder.
