Exhibit 10.14
Model Agreement for Card Acceptance
CARD ACCEPTANCE AGREEMENT
-------------------------
This Card Acceptance Agreement (the "Agreement") is made this __ day of
_________by and between:
- [Euronet Services _____], a company limited by shares whose offices are
at ________________("Euronet"); and
- [Bank], a financial institution whose offices are at ___________("Bank").
(Euronet and Bank are sometimes collectively referred to herein as the
"Parties".)
INTRODUCTION
------------
Euronet owns and operates a network of ATM's ("Euronet ATMs") in Hungary and
Poland and intends establish a network of ATMs in __________ (the "Network" or
the "Euronet Network")
Bank wishes for holders of its cards, including proprietary and association
debit and credit cards ("Bank Cards") to be able to effect ATM transactions on
the Euronet Network;
In consideration of the above premises, the Parties have agreed to the terms and
conditions provided in this Agreement.
1. SCOPE OF THIS AGREEMENT.
Under the terms of this Agreement, Euronet will provide access to holders of
Bank Cards ("Bank Cardholders") to the ATM services provided by the Euronet
Network.
2. DOCUMENTS COMPRISING THIS AGREEMENT.
This Agreement consists of:
1. The Card Acceptance Terms attached as Part I;
2. The Cash Supply Terms attached as Part II (the "Cash Supply Terms");
3. The General Terms and Conditions attached as Part III (the "General
Terms and Conditions"); and
4. The Fee Schedule attached as Part IV (the "Fee Schedule").
3. EXCLUSIVITY
During the term of this Agreement, Euronet shall be the exclusive provider to
Bank of ATM services of the type provided by Euronet herein.
In Witness Whereof, this Card Acceptance Agreement has been executed by duly
authorized representatives of the Parties as of the date indicated above.
Euronet Services Inc.
By:
--------------------
Bank
By:
--------------------
2
PART I
CARD ACCEPTANCE TERMS
---------------------
The following terms and conditions shall apply with respect to the acceptance of
Bank Cards over the Euronet Network.
1.1 Card Acceptance
During the term of this Agreement, ATMs in the Euronet Network will accept Bank
Cards, such that Bank Cardholders will be able to make cash withdrawals and such
other transactions as may be available on the Euronet Network, in each case as
authorized by Bank. The maximum amount of each cash withdrawal will be
__________, unless otherwise agreed in writing by Euronet and Bank.
1.2. No Surcharge
Bank shall not impose upon its cardholders any additional fees for their use of
Euronet ATMs. The fees charged by Bank to its cardholders for use of the
Euronet ATMs shall be the same as those, if any, charged for the use of other
Bank ATMs.
1.3 Obligations of Bank
1.3.1 Transaction Fees. Bank will pay Euronet a fee for each transaction made
by Bank cardholders on the Euronet Network in accordance with the
schedule set forth in Section 4.1 of the Fee Schedule.
1.3.2 Cash Supply. Bank shall supply cash to the Euronet Network as necessary
to fund transactions by Bank cardholders. Terms regarding such cash
supply are set forth in the Cash Supply Schedule.
1.4 Technical Connection between Host Computers
1.4.1 Nature of Connection. The connection between Bank and the Euronet
Network will be a host-to-host online financial transaction interface.
Bank acknowledges that it will need an IFS module to establish this
connection. Bank will bear the cost of such module.
1.4.2 Establishment of Connection. Euronet agrees to establish the necessary
technical connection between its network and the Bank Host Computer for
authorization of transactions on the Euronet Network and implement the
start up tests within [60] banking days from the dated signature of
this Agreement. Euronet will not be held accountable for failure to
meet this time frame resulting from delays caused by malfunction of
Bank card account management system, the lack of support or cooperation
from Bank staff or other reasons beyond the control of Bank.
1.4.3 Technical Specifications. The Parties agree that the technical
specifications for the authorization procedure, and the agreed hardware
and software description of the
3
interface to Bank are defined in the Euronet Operating Rules referred
to in Section 1.5.1 below.
1.4.4. Pilot Operation. Cards issued by Bank shall be accepted by the Network
only upon the completion and appropriate documentation of a pilot
operation and certification period not to exceed three banking days.
Cards issued by Bank shall be accepted by the Euronet Network only upon
the completion of a full certification procedure. This procedure will
test all on-line transactions between the systems. A certification
protocol will be prepared upon completion of the certification tests.
1.5. General Technical Conditions Regarding the Euronet Network
1.5.1 Euronet has established certain rules and regulations (the "Euronet
Operating Rules") regarding the operation of the Euronet Network which
are applicable to all members of the Euronet Network. Bank acknowledges
receipt of the Euronet Operating Rules and agrees to comply with the
obligations applicable to it under such rules. Euronet reserves the
right to make revisions to the Euronet Operating Rules in response to
technical or other changes made to the Euronet Network. Notice of such
revisions will be given in writing to Bank and such revisions will be
applicable thirty days after receipt of such notice.
1.5.2 The Euronet Network, including its computer, data processing and the
data transmission systems shall meet all security requirements
established by Bank.
1.5.3 Euronet shall provide to Bank, at Euronet's cost, a complete set of
documentation regarding the technical requirements for Bank system to
properly interface with the Euronet system.
1.5.4 All reports and other data necessary for the operation of the Network
shall be provided via electronic transmission between Bank and Euronet.
If Bank cannot receive the electronically transferred data, the data
will be supplied in such a manner as Bank chooses and at Bank's sole
expense.
1.5.5 The handling and delivery of captured Bank cards by the ATMs will be
subject to fees payable by Bank as provided in Section 4.1.2 of the Fee
Schedule Captured cards will be collected by the CIT Company when it
fills machines with cash. Euronet will process the captured card and
return it to Bank within ten business days. If Bank requires delivery
of a captured card in less than the above stated period, then Bank
shall bear any additional cost for the accelerated delivery.
1.6 _________ Sponsorship.
1.6.1 As promptly as possible after the execution of this Agreement, Bank
shall file with _____________ an application to sponsor Euronet as an
acquirer of transactions in the ___________ on cards issued or logo'd
by _______. Bank and Euronet shall take all steps necessary to achieve
acceptance by _______ of such application as quickly as possible after
the execution hereof.
[END OF PART I]
4
PART II
CASH SUPPLY TERMS
-----------------
The following terms and conditions shall apply with respect to the supply of
cash to Euronet and Bank ATMs
2.1 Cash Supply to the Euronet Network
2.1.1. General. Upon connection to the Euronet Network, Bank will be
responsible for supplying sufficient quantities of ATM quality cash to
Euronet ATMs to cover cash usage of Bank card holders. The amount of
cash to be supplied shall be determined by the ratio between
transactions of Bank cardholders and transaction of cardholders of
other banks which are participants in the Euronet Network. The cash
supplied by Bank shall remain the sole property of Bank until it is
withdrawn by ATM customers.
2.1.2 Amount of Cash. The amount of cash Bank is responsible for providing
will depend upon the actual demands made on the Euronet Network by Bank
cardholders. The amount required will be estimated initially by Euronet
and Bank at the time of the connection and then modified bi-weekly,
based upon actual and estimated usage, taking into account factors such
as holidays, salary pay days and projected growth in card base. Bank
will be required to contribute an on-going seven day supply of cash to
the Euronet ATM network. In the event, for any reason, Bank's cash
inventory falls below a one day supply, Euronet reserves the right to
prevent Bank's cardholders from using the network until such cash
inventory is replenished to the required level.
2.1.3. Cash Supply, Cash Security & ATM Filling Procedure.
(a) At each End of Day, as defined hereafter, Euronet will transmit a
report to Bank summarizing Bank cardholder transactions as
provided in the Euronet Operating Rules.
(b) Cash will be picked up by Euronet's Cash in Transit ("CIT")
Company at a location identified by Bank. This location may be a
branch of Bank, a bank, or other mutually agreed upon location.
The pick-up location may be changed by Bank, provided that 24
hours notice of the change of pick-up location is provided to
Euronet.
(c) Upon pick-up of Bank's cash inventory, the CIT Company will place
the cash into the ATM refill cassettes and deliver such cassettes
to the appropriate ATMs as directed by Euronet. Any cash remaining
in the ATM upon refilling shall be delivered back to the CIT
Company's vault to be placed in the next day's refill cassettes.
(d) The cost of the cash delivery from the cash pick up point to the
to the Euronet ATMs is the responsibility of Euronet.
[END OF PART II]
5
PART III
GENERAL TERMS AND CONDITIONS
----------------------------
3.1. Effectiveness of this Agreement
3.1.1 This Agreement shall commence upon signature by both Parties (the
"Effective Date").
3.1.2 The initial term of this Agreement shall be ten years from the
Effective Date. The term of this Agreement shall automatically renew
and continue in full force and effect for a successive three year
period, unless written notice of termination is given by either party
not less than 90 days prior to the end of the initial ten year term.
3.2 Trademarks
3.2.1 Bank acknowledges that Euronet trademarks such as "Euronet", "Bank 24",
"Bank Access 24" and "Euronet Network" or any other trademarks used or
adopted by Euronet in the conduct of its business are the sole property
of Euronet and that only Euronet or its designated licensees have the
right to use such trademarks.
3.2.2. Euronet shall be entitled to place its own trademarks or logos or any
other logos on any Euronet ATMs. Bank acknowledges and agrees that
Euronet will have the right to place the Bank logo or another mutually
agreed logo on the ATMs in the Network. Euronet hereby agrees that it
will place Bank's logo on all Euronet ATMs.
3.2.3 Each Party shall have the right, during the term of this Agreement, to
place the other Party's trademarks or logos on its advertising or
promotional literature, provided that such trademarks or logos shall
not be modified or used in any way which may damage the business
reputation or image of the other Party.
3.2.4 Each Party shall use its best effort to market, promote, advertise, and
inform, to its customer base and the general public, the services
provided herein. Without limiting the generality of the foregoing, Bank
will include Euronet ATM locations in any directories or brochures
showing the location of Bank ATMs, and Bank shall notify its customers
of the availability of ATM services through the Euronet Network at
least twice per year in an insert in bank statements sent to Bank
customer and, if there is one, in its newsletter.
3.3 Liability of Euronet
3.3.1 Euronet shall defend, indemnify and save Bank harmless from and against
injuries, loss or damage to Bank's employees or property or to the
person or property of third parties to the extent they are caused by
the willful or grossly negligent acts or omissions of Euronet while
performing its duties hereunder.
3.3.2 Except for the obligation to defend, indemnify and hold harmless
provided above, Euronet's liability under this Agreement shall in no
case exceed the sums paid to it by
6
Bank for services hereunder during the 60 days immediately preceding
the cause of action: provided, however that Euronet shall not be liable
under any circumstances to Bank for direct or indirect damages for
incidental, indirect, special or consequential damages of any kind,
including lost profits, loss of use of equipment or services, cost of
substitution goods or damages to business or reputation arising from
the performance or non performance of any aspect of this Agreement,
whether in contract or tort or otherwise. Bank has accepted the
limitation of liability for damages as part of the bargain for the
services provided hereunder and understands that the price of the
services would be higher if Euronet were requested to bear additional
liability for damages.
3.3.3 Euronet shall not be responsible for any losses sustained through the
use of counterfeit cards.
3.3.4 Euronet shall not be responsible for any losses sustained through a
cardholder's use of a valid card to withdraw more funds than available
in the cardholder's account unless such losses are sustained due to
faulty operation of a Euronet ATM or the Euronet operating system.
3.4 Liability of Bank
3.4.1 Bank shall defend, indemnify and save Euronet harmless from and against
injuries, loss or damage to Euronet's employees or property or to the
person of third parties to the extent they are caused by the willful or
negligent acts or omissions of Bank or Bank 's agents (and all risk of
loss and damage to the property caused by anyone other than Euronet
while the property is in Bank's control of custody). In addition, Bank
shall indemnify Euronet against all claims, loss, costs, damage,
liability or expense, including reasonable attorney's fees arising out
of:
(i) incorrect authorization of any transaction by Bank;
(ii) the provision by Bank of data to Euronet for the purpose
of authorization of a transaction containing incorrect
information;
(iii) the failure of Bank to comply, as to any transaction, with
the requirements of any applicable laws; or
(iv) the failure of Bank to comply with any of its obligations
as described in this Agreement.
3.4.2 Should any proceedings be undertaken which may give rise to liability
under this Agreement, Bank shall provide Euronet with prompt notice and
an opportunity to participate in any such proceedings to represent its
interest appropriately.
3.5. Default and Termination
3.5.1 Either party may terminate this Agreement for default in the event of
breach of an essential condition or provision by the other party if
such breach continues for a period of 30 days after written notice of
intention to terminate describing the default is given
7
by the non-breaching party; provided, however, that upon termination,
any sums payable shall immediately become due and payable.
3.5.2 In the event that Euronet gives notice that Bank's software or hardware
is technically inadequate to support the continued operation of
Euronet's entire Network at any stage of development of such Network,
and Bank fails to cure such deficiency within a reasonable period after
receiving notice to such effect, then Euronet shall be entitled to give
notice of termination with immediate effect.
3.5.3 Upon termination of this Agreement for any reason, the Euronet Network
shall be immediately disconnected from Bank's system and no further
transactions may be effected on or through the Euronet Network or
computer processing system. Upon termination for material default under
Section 3.5.1, (i) Bank shall immediately pay all outstanding amounts
due through the term hereof; or any extensions, as set forth in this
Agreement, except when termination is due to a material breach by
Euronet or force majeure, and (ii) either party may pursue any other
remedies existing at law consistent with this Agreement.
3.6. Miscellaneous
3.6.1 Confidentiality. Information and data that is considered proprietary by
either party and is marked as such, which is delivered or disclosed to
the other party subsequent to execution of this Agreement shall be held
in confidence by the receiving party and shall be disclosed only to
those of its employees or authorized representative(s) having
responsibilities for its performance of this Agreement. Neither party
shall be liable for the disclosure or use of such data or proprietary
information which: (a) is, or becomes, publicly known, other than by
breach of this Agreement; (b) is obtained by the receiving party from a
third party without restriction; (c) is previously known by the
receiving party; (d) is, at any time, developed by the receiving party
completely independently of any disclosures hereunder; or (e) is
required to be released by law. These obligations and restrictions of
confidentiality shall be effective during this Agreement and for a
period of one year following termination or expiration of this
Agreement.
3.6.2 Severability. In the event any one or more of the provisions of this
Agreement shall for any reason be held to be invalid or unenforceable,
the remaining provisions of this Agreement shall be unaffected, and
upon mutual agreement of the Parties the invalid or unenforceable
provision shall be replaced by a provision which, being valid and
enforceable, comes as close as lawfully possible to the intention of
the Parties underlying the invalid or unenforceable provisions.
3.6.3 Waiver. The failure of either party to insist upon strict adherence to
any material term or condition of this Agreement on any occasion shall
not be considered a waiver of any right thereafter to insist upon
strict adherence to that term or condition or any other material term
or condition of this Agreement.
3.6.4 No Joint Venture. This Agreement is not intended by the Parties to
constitute or create a joint venture, pooling arrangement, partnership,
agency of formal business organization of any kind. Euronet and Bank
shall be independent contractors with
8
each other for all purposes at all times and neither party shall act as
or hold itself out as agent signed by the principal, nor shall either
party create or attempt to create liabilities for the other party.
3.6.5 Language. This Agreement has been made and signed in the English
language. All documents, specifications, handbooks and correspondence
shall be made in the English language.
3.6.6 Entire Agreement. This Agreement, together with the included Appendices
listed on the face page hereof, comprises the entire and exclusive
agreement of the Parties with respect to the subject matter hereof and
supersedes any and all prior and contemporaneous agreements or
understandings, whether written or oral. It does not, however, revoke
or rescind any prior agreements for other services which may have been
executed by the Parties. This Agreement may be modified, changed or
amended only by an express written agreement signed by duty authorized
representatives of both parties stating that it is an amendment.
Waivers, or purported waivers, of any provision of this Agreement shall
be in writing and signed by an authorized officer of both parties.
3.6.7 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered (i) in
person, by international courrier service or by prepaid first class
registered or certified mail, return receipt requested, to Euronet or
Bank at the addresses set forth in the preamble to this Agreement or
any other address notified to the other party as being its principal
business address, or (ii) by telefax to the following telefax numbers:
If to Euronet: ________________;
If to Bank: ____________________.
3.6.8 Public Relations. Once this Agreement is signed, Euronet and Bank have
the right to announce the co-operative arrangement as described herein.
Communications related to all announcements must be approved in writing
by both parties. Fees and charges must remain confidential and cannot
be disclosed by either party without written consent of both parties.
3.6.9 Dispute Resolution. Any and all disputes arising from or in connection
with this agreement shall be submitted to and finally resolved by
[define arbitral tribunal]. The language of the arbitration shall be
English. The arbitral tribunal will consist of three arbitrators. One
arbitrator shall be appointed by each of the Parties and the two
arbitrators so appointed shall appoint a third arbitrator, who shall
preside.
3.6.10 Assignment. Either party may, on written notice to the other, assign
its rights and obligations hereunder to: (i) its Parent Corporation or
an Affiliated Corporation, both terms as defined below, and (ii) a
third party entity in connection with the transfer of all or
substantially all of the business and assets of that party to such
entity. For purposes of this Agreement, a Parent Corporation shall mean
a company or entity owning over 50% of a Party and an Affiliated
Corporation shall be one in which over 50% of the ownership interests
are owned by a Party or by a Parent Corporation or the Parent
9
Corporation of a Parent Corporation. Except as provided above in this
Section, either party may assign its rights and obligations under this
Agreement to a third party only upon receiving this prior written
consent of the other party, which consent may be reasonably conditioned
but will not be unreasonably withheld of delayed. The Parties agree
that no assignments will be made unless the assignee agrees to accept
in full the responsibilities and obligations of the assigning party.
3.6.11 Force Majeure. Neither party shall be liable for failure to perform its
obligations under this Agreement to the extent such failure is xxx to
causes beyond its commercially reasonable control. In the event of a
force majeure, the party involving this Section shall notify the other
party in writing of the events creating the force majeure and the
performance obligations of the Parties will be extended by a period of
time equal to the length of the delay caused by the force majeure;
provided that if any such delay exceeds one hundred twenty days (120)
days, then following such one hundred twenty day period either party
hereto may terminate the unperformed portions of this Agreement on ten
(10) days prior written notice to the other party.
3.6.12 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of _______________, without regard to
conflicts of law provisions.
[END OF PART III]
10
Exhibit 10.14
PART IV
FEE SCHEDULE
------------
4.1. Fees for use of the Euronet Network
4.1.1. Bank will pay fees for use by Bank cardholders of the Euronet Network
on a "per transaction" basis depending upon the type of transaction as
provided in the table below. The transaction fee will be a fixed
amount, regardless of the transaction amount.
-------------------------------------------------------------------------------------------------------------
Trans./Month Weighted Cash Balance Unsuccessful
Average* Withdrawal Inquiry
-------------------------------------------------------------------------------------------------------------
0-75,000
-------------------------------------------------------------------------------------------------------------
75,001 - 150,000
-------------------------------------------------------------------------------------------------------------
150,001 and above
-------------------------------------------------------------------------------------------------------------
*This assumes a transaction mix of 65% cash withdrawal, 20% unsuccessful and 15% balance
inquiry.
-------------------------------------------------------------------------------------------------------------
4.1.2 The fee for handling and returning to Bank of a card which is
recaptured at the request of Bank will be $____ plus vat.
4.1.3 Based upon the information included in reports as provided in the
Euronet Operating Rules, Euronet shall issue an invoice twice per month
payable to Euronet by Bank within eight banking days of issuance of the
invoice.
4.1.4 Should Bank fail to make any payment when due, it shall indemnify
Euronet for expenses incurred by Euronet in enforcing its rights of
payment hereunder, including without limitation, costs of collection
and reasonable attorney's fees, plus default interest equal to the
highest rate of penalty interest permitted by the Civil Code of
_____________, which interest will be due until the amounts are finally
paid, computed on a daily basis.
4.1.5 All fees are fixed in USD but shall be payable in ___________at the
rate of exchange prevailing at the time payment is made by Bank.
4.1.6 In consideration of Bank's _______ sponsorship, Euronet shall pay Bank
the following amounts for transactions effected by _______ cardholders:
For international _______ cardholders: $ ________
For domestic _______ cardholders: The higher of ________or
___% of the domestic
interchange fee, as
applicable from time to
time.
11
