1.1. These terms and conditions shall regulate legal relations between the users, bank payment cardholders and payment service provider LLC “Pay Unicard” within the framework of the payment service carried out with the bank payment cards through the service channel;

1.2. When using payment service of LLC “Pay Unicard” the users authorized in Unicard system/bank payment cardholders will collect Unicard points for each payment approved by the service provider, in accordance with this agreement and terms of use uploaded onto the website of LLC “Universal Card Corporation” (hereinafter referred to as “Unicard”)

1.3. Prior to the use of the remote payment service of LLC “Pay Unicard”, the user/bank payment cardholder shall be obliged to read these terms and conditions, and use the offered payment service in case of acceptance of these terms. In order to eliminate any doubt, this agreement between LLC “Pay Unicard” and the user/bank payment cardholder shall be deemed as agreed from the moment of performance of payment transaction by the user/bank payment cardholder (hereinafter referred to as “the consent of the user/bank payment cardholder”).

1.4. The user/bank payment cardholder shall be obliged to comply with these terms and conditions.

2.1. Terms used in the text of the present agreement shall have the following definitions:

• Upera – Payment service provider LLC “Pay Unicard” (trade mark/commercial name – Upera) with identification code 404519455, legal address: Tbilisi, V. Petriashvili str. #25-27-29/4, apt. 26, actual address: Tbilisi, Vazha-Pshavela ave. 71, 3^rd floor, e-mail: [email protected], web-page www.upera.ge; registration number – 0052-9;
• The user /subscriber – physical person or legal entity being subscriber of the service provider;
• Bank payment cardholder – person who owns the bank payment card, has the right to use such card and pays service fee for the service rendered by the service provider to the user using this card or/and deposits the funds on the account opened at the service provider;
• Service provider – organization providing the service;
• Payment – For the purposes of this agreement, transaction initiated by the user/subscriber or bank payment cardholder for placement or deposition or transfer of the funds;
• Service channel –web-page www.Unicard.ge, service points and means from where and through which the user or the bank payment cardholder can make payment;
• Payment order – order given to Upera by the user or bank payment cardholder about payment transaction;
• Unicard point – non-monetary advance unit which is collected when using payment service on the point account opened in LLC “Universal Card Corporation” by the Unicard cardholder, if any.

3.1. Description of basic characteristics of payment service to be rendered:

3.1.1. With Upera’s remote payment service the users/bank payment cardholders shall be authorized to make payments to the utilities, telecommunications, logistics, gambling and other service providers involved in Upera’s system, as well as purchase specific goods and services, deposit funds to the subscribers’ account(s) opened at the service provider(s) through the bank payment cards. List of the service providers involved in Upera’s system is available at link.

3.2. Requisites required for proper execution of payment order:

3.2.1. For the purpose of proper execution of payment order by Upera, the user/bank payment cardholder shall be obliged to provide all requisites to Upera which are given in the service channels when performing every single payment, under the required fields of the respective electronic form.

3.2.2. During generation of the payment order by the user/bank payment cardholder the requisites provided to Upera shall include, without limitation, the following: identifier (subscriber number, telephone number and so forth), amount of payment.

3.2.3. The user/bank payment cardholder shall be responsible for accuracy and completeness of the requisites provided to Upera through the payment order.

3.2.4. Upera shall not be responsible for non-execution or incorrect execution of payment order, as well as any damage/loss caused by such non-execution or incorrect execution which is caused by the incorrect information indicated in the payment order submitted by the user/bank payment cardholder.

4.1. In order to execute payment transaction, the user/bank payment cardholder shall be obliged to authorize (approve) generated payment order. Authorization shall be carried out with the “pay” button.

4.2. Payment transaction shall be deemed as authorized and Upera shall carry out payment service in case of existence of authorization (approval) of payment order by the user/bank payment cardholder only; unauthorized payment order shall not be executed by Upera;

4.3. The user/bank payment cardholder shall not have the right to cancel the authorized payment order except for the cases directly stipulated by the law.

4.4. When executing payment order initiated by the user/bank payment cardholder or operations related to proper execution of such payment order (transaction) Upera shall not be liable for the direct or indirect financial, material or moral (reputational) damage/loss done to the user/bank payment cardholder if:

a. The requested, required information or/and requisites have been incorrectly (mistakenly) indicated by the user/bank payment cardholder during generation of the payment order which resulted in generation and execution of technically correct payment order, however the undesirable circumstance has occurred due to the mistake made by the user/bank payment cardholder, causing his/her financial/reputational loss, suspension of service delivery from service provider, imposition of the fine and etc.

b. The third person generated technically correct payment order on behalf of the user/bank payment cardholder due to disclosure of the card, telephone or subscriber number or other information of the user/bank payment cardholder and the execution of which caused undesirable circumstance for the user – causing his/her financial/reputational loss, suspension of service delivery from service provider, imposition of the fine and etc.

4.5. The user/bank payment cardholder shall be entitled to request reimbursement of the respective funds of unauthorized or incorrectly executed transaction from Upera, if not more than 40 days have passed from the date of execution of unauthorized transaction, or not more than 180 days have passed from the date of incorrect execution of the transaction. Furthermore, Upera shall only reimburse determined, clearly identifiable direct loss and shall not be responsible for the indirect loss, potential and uncollected income, moral/reputational loss, fines which were imposed on the user/bank payment cardholder by the third persons.

4.6. The user/bank payment cardholder shall be responsible for the loss caused by any negligent action (also including amount of any such transaction which was executed without authorization of the user/bank payment cardholder) with which the user/bank payment cardholder supported execution of unauthorized payment transaction or acted fraudulently.

4.7. Information about the unauthorized or incorrectly executed transaction shall be provided to Upera by the user/bank payment cardholder on the weekdays from 11:00 to 17:00 via e-mail: [email protected] or in written form.

4.8. Upera shall not be responsible, shall be freed from material liability;

a. For delay of rendering of the service, if such delay was caused by the reasons independent of Upera;

b. If the obligations undertaken by Upera under these terms and conditions could not be fulfilled due to significant technical or communications problem, which cannot or/and could not be influenced by Upera.

5.1. Payment channel of Upera shall function and be available for the users/bank payment cardholders every day, without interruption, during 24 hours;

5.2. Payment order initiated by the user/bank payment cardholder shall be executed by Upera within the terms outlined in the Law of Georgia “on Payment System and Payment Services” and the terms and conditions of the service providers;

5.3. The user shall be authorized to receive detailed information related to payment terms by contacting the call center of Upera by dialling: (+995 32) 2 555 222.

6.1. Considering the legal norms and safety requirements, execution of some payment services given in the service channels may be subject to specific limits; the indicator of limited amount is given on the respective electronic page during generation of the payment order.

7.1. Service commission fee and the principle for its calculation shall be given in the appendix #1 to this agreement.

8.1. Upera retains the right to suspend or terminate any payment transaction/payment in case if according to the applicable legislation of Georgia, internal regulations of Upera or/and safety policy of Upera the payment transaction clearly belongs to or may belong to the doubtful class of operations or/and other circumstance determined by the law.

9.1. Upera represents partner company of LLC “Universal Card Corporation”. Amount and rule for accrual of Unicard points to the Unicard cardholders per each payment service provided by Upera shall be given in the appendix #1 to this agreement.

9.2. Unicard point shall be granted to all users/bank payment cardholders who own Unicard card and prior to completion of payment transaction on the payment page indicate the Unicard card number in the respective field or if the user authorized at the moment of payment logs into the Unciard system.

10.1. This agreement shall be in force for indefinite term until it is terminated by the user/bank payment cardholder or/and Upera.

10.2. Upera shall be authorized to unilaterally make amendments/additions to the text of these terms and conditions by uploading the respective information on the payment service web-page one month prior to introduction of the amendments/additions. If the user/bank payment cardholder does not inform Upera about disagreement with the planned amendment prior to entry of the amendment into force, in such case the amendment (addition) shall be deemed as agreed with the user/bank payment cardholder and the amendments shall automatically enter into force after expiration of the one month term from placement of the amendments on the web-page. Upera shall be authorized to upload the updated text of agreement on the web-page for convenience of/easy perception by the users/bank payment cardholders. Detailed history of changes shall be saved on the web-page.

10.3. In case if Upera changes commission fee for the payment service in favour of the user/bank payment cardholder or with respect to the new payment service which does not replace or/and change payment services provided on the web-page, such changes shall be in force from the moment of their placement on its website by Upera; respectively, Upera does not have an obligation to upload amendments on the web-page 1 month prior to such change, as determined by subparagraph 10.2 of article 10 hereof.

10.4. This agreement may be terminated at any time by the user or by Upera from the moment of notification to Upera/the user.

11.1. The user/bank payment cardholder shall be authorized to contact Upera on weekdays from 11:00 to 18:00 by dialling 2 555-222 or through e-mail [email protected] or refer to the service centers regarding any issue related to the payment service, including search for payment order (if any), receipt of approved copy of payment order. In addition, the user/bank payment cardholder shall be authorized to deliver any written notification to Upera at the following address – Tbilisi, Vazha-Pshavela ave. #71, 3^rd floor.

11.2. Considering these terms and conditions notification may be sent to the user/bank payment cardholder by Upera:

a. To the address indicated by it (if any);

b. To the e-mail address (if any);

c. To the cell phone through short message service (SMS) (if any)

11.3. The user/bank payment cardholder shall ensure the ability to receive notification through electronic mail and mobile phone every day from 10:00 to 19:00. Respectively, notification sent by Upera during this time interval shall be deemed as delivered from the moment of sending;

11.4. Upera shall have the right to choose between the means of communication stipulated by subparagraph 11.2 of article 11. Upera shall have the right to use one, several or all means of communication for sending a notification. In addition, delivery of notification using one of the means shall be sufficient for the respective legal outcome and the user/bank payment cardholder shall not be authorized to rely on the fact that Upera did not attempt to deliver a notification several times or through several or all means;

11.5. If the contact information of the user/bank payment cardholder changes, the user/bank payment cardholder shall be obliged to immediately inform Upera thereof and provide all amended data. In case of failure to provide information about the change in contact information (cell phone number, e-mail address or/and actual address) the notification sent to the contact information of the user/bank payment cardholder stipulated herein shall be deemed as accepted by the user/bank payment cardholder;

12.1. Trade mark/logo with motto: “Upera – benefit the payments” reflected in service channels, including “web-page” shall represent the trade mark or/and service mark of LLC “Pay Unicard”.

12.2. Payment channels of Upera, including web-page, may contain the information about other web-pages. Upera shall not be responsible for the confidentiality policy effective on such web-pages. Therefore, when visiting other websites it is recommended to read their confidentiality policy. Trade marks, logos, motto of service providers given in the service channels shall represent the trade mark or/and service mark of the respective service provider.

12.3. The users/bank payment cardholders shall not have the right to use the trade mark of Upera or/and service providers separately or in combination with other words or in any press release, advertisement or other promotional or marketing materials or media, whether in written, verbal, electronic, visual or any other form, except for the cases when this is permitted in writing by the owner of the trade mark in advance.

12.4. Information and content placed in the service channels shall be protected with intellectual rights. It is prohibited to publish, copy, reproduce, transfer or store the content of this web-page in full or in part, except for the case when the owner of the property right, copyright or other non-property rights gave consent for the respective action. Prohibition shall not apply to storage in the computer or printing for the personal use only. It is unacceptable to reproduce, publish or distribute the trademarks and logos presented on the web-page without prior written consent of the owner of the right.

13.1. By agreeing to these terms and conditions the user/bank payment cardholder agrees to the condition that in case of use of the Upera’s service, Upera shall have the right to process confidential information (including personal information) provided by the user/bank payment cardholder, as well as the records of the conversations of the users/bank payment cardholders when contacting call center, which includes, without any limitation, an action performed with regard to the data using automatic, partially automatic or non-automatic means, specifically, their collection, recording, reflection on the photo, audio recording, video recording, organization, storage, change, restoration, request, use or disclosure by transfer, distribution of information or by making it available differently, grouping or combination, blocking, deletion or destruction; processing of data about the user/bank payment cardholder by Upera in electronic/service channels (including web-page, mobile applications or/and other technical means for data transfer) shall also include recording of activity of the user/bank payment cardholder (e.g. identification of the location of the user when using electronic channel; description and analysis of the data recorded in the search field, recording and analysis of the information available on the web-page or/and any other statistical data) or/and use of other information (e.g. contact information of the user) provided by the user/bank payment cardholder;

13.2. When using the payment service determined herein, personally identifiable information and non-personally identifiable information about the users/bank payment cardholders shall be recorded in Upera.

a. Personally identifiable information

1. 1. Personally identifiable information shall be the data that can be used to identify specific user/bank payment cardholder. When using the payment service, specific information may be indicated by the user/bank payment cardholder in the required fields of the payment order (such as name and surname, personal number, e-mail address, gender and date of birth, audio recordings of call center with users).
2. 2. Furthermore, within the framework of the payment service using bank payment card through the service channels, including Upera’s web-page, information such as bank payment card number, date of expiration, authentication code or other information may be recorded. These data will not be recorded and kept in Upera as the payment is carried out from the protected page of the Upera’s partner bank. Considering this, Upera does not have access to the bank card information of the bank payment cardholder.

b. Non-personally identifiable information

1. 1. Non-personally identifiable information shall be the data which cannot be used to identify specific user/bank payment cardholder, specifically such information may be the type of browser used by the user and Internet Protocol (IP) address of the user/bank payment cardholder. Upera or/and Upera’s outsourcing companies, service providers have access to automatically receive such information at the time when the user is surfing the Upera’s web-page.

14.1. In order to improve the quality/simplify the service for the users/bank payment cardholders by Upera or/and Upera’s contractor partner companies, design-implement new projects, arrange various joint actions with contractor partner companies of Upera or/and for marketing-advertising purposes, the company retains the right to deliver specific data/single segment (including personal information) of the users/bank payment cardholders, any statistical data produced within the framework of Upera’s project(s), spheres of interest of the users/bank payment cardholders or/and information about segmentation to Upera’s contractor partner company(companies), thus the user/bank payment cardholder unconditionally expressing consent regarding the above said by agreeing to this agreement.

14.2. By expressing consent to this agreement, the user/bank payment cardholder grants the right to Upera to request and receive from any source, at its own discretion, at any time and in any volume, adequately and proportionally to the reason, the information about the user/bank payment cardholders, including personal information, banking information and etc. for planning, arrangement-organization of new actions, campaigns, improvement of service quality, implementation of new projects, as well as comparison of the requested information, use, analysis, storage within the scope of work or/and scope of contractual obligations and other purposes within the company’s activities;

15.1. By expressing consent to these terms and conditions, the user/bank payment cardholder expresses clear and unconditional agreement, at any time, without further additional notification from Upera, to receive notice, letter, short message or any other notification from Upera, Upera’s contractor partner companies for any marketing or/and other purposes (which includes, without any limitation, any type of marketing campaign or/and promotional action) on the cell phone number or/and e-mail address indicated in Upera, until otherwise instructed by the user/bank payment cardholder.

15.2. The users/bank payment cardholders have the right, at any time, to request from Upera termination of SMS service for the direct marketing purposes of its data (termination of SMS notifications regarding marketing-informational, promotional material and newsletters) by the following ways: by cell phone, specifically by sending the text – SMS Off to the number 5552 by Geocell and Beeline subscribers, and to the number 95552 by Magti subscribers. The service may also be terminated through informational/call center of the company (+995 32) 2 555 222 and the service centers;

15.3. Upera shall not be responsible for the undesirable outcome that may result from incorrect indication of the SMS text by the user/bank payment cardholder or/and due to incorrect indication of the operator’s number; the user/bank payment cardholder shall have the right to check the information about automatic deactivation of the service at the informational/call center operator by dialling (+995 32) 2 555 222.

15.4. Upera shall have the right to plan and carry out promotional campaigns, drawings and actions by offering temporary or permanent discounts on service terms or commission fees or/and different terms, schemes for collection of Unicard points in agreement with Unicard without any prior notification to the users/bank payment cardholders. In such case Upera shall have the right to unilaterally impose and determine any and all rules or/and terms that are related to organization, holding and process of the aforementioned promotional campaigns, drawings and actions, which shall automatically represent the appendix to these terms and conditions and their inseparable part, as well as independently determine the rule and conditions for selection of the winner in such promotional campaigns, drawings and actions. Obligation to comply with one month term determined in subparagraph 10.2 hereof shall not apply to this provision; such action and campaigns shall enter into force immediately upon Upera’s decision.

16.1. The parties shall be freed from the responsibility for non-performance or/and breach of obligations stipulated herein, if such matter is caused by the force-majeure circumstances;

16.2. Force-majeure is the unavoidable and invincible force in the given case which occurs independently of the parties and has unforeseen nature, including earthquake, flood, fire, war, as well as other circumstance which makes it impossible for the parties to properly perform the obligations undertaken under these terms and conditions or results in unreasonably large expenses for their performance;

16.3. If one of the parties is unable to perform the obligations undertaken herein due to the force-majeure circumstances, it shall be obliged to inform the other party about their origination or/and termination within the reasonable term. Otherwise, the respective party shall not be freed from the undertaken obligations; Upera shall post the information about the force-majeure events (if any) on the website.

16.4. Responsibility and obligations of the parties shall be renewed immediately upon termination of the force-majeure circumstances.

17.1. These terms and conditions shall be regulated and interpreted in accordance with the legislation of Georgia;

17.2. Considering that the user/bank payment cardholder expresses consent to this agreement with the terms and conditions defined in paragraph 1.3 hereof and accepts Upera’s payment service through the payment channels, it is deemed that this agreement is concluded in Georgia, specifically in Tbilisi and the disputes, if any, shall be considered by Tbilisi City Court in accordance with the legislation of Georgia.

17.3. Any dispute or disagreement related to the terms and conditions of this agreement or its interpretation shall be resolved between the parties through negotiations;

17.4. Complaints of the users/bank payment cardholders shall be received on the weekdays from 11:00 to 17:00 through the following means of communication: by dialling (+995 32) 2 555-222, through e-mail: [email protected] or in written form.

17.5. In case if Upera receives complaints verbally from the users/bank payment cardholders, without using means of telecommunication, and it is impossible to immediately resolve the customer’s problem, Upera shall be obliged to offer the user/bank payment cardholder to register a complaint in material or electronic form;

17.6. Complaints shall be considered within no later than 7 (seven) working days after their submission, except for the cases when Upera does not extend this term within the aforementioned timeframe on the basis of the notification sent to the user.

17.7. If the parties cannot reach agreement through negotiations within 30 (thirty) calendar days, they shall unconditionally agree to file a claim in Tbilisi City Court or Supervisory Body.

17.8. Information about Supervisory Body of Upera: National Bank of Georgia, web-page address – www.nbg.gov.ge.

17.9. The Supervisory Body shall not be liable for improper performance of obligations by Upera in any case.