EXHIBIT 10.9
APPLICATION AND AGREEMENT FOR
MERCHANT SERVICES
STAR COMMUNICATIONS LTD. (hereinafter referred to as "Client") wishes to apply
for GLOBAL PAYMENT SYSTEMS LIMITED international merchant account services,
payment, and reporting services offered by GLOBAL PAYMENT SYSTEMS LIMITED
(hereinafter referred to as "GPS"). Client understands that the following
information will be used to established a GPS account and may be verified as
necessary)
Name of Company: STAR COMMUNICATIONS LTD
Address: Street: RYAN'S PLACE, HIGH STREET
City: ST. JOHN'S
State/District: ----- ------ ZIP: ----- Country: ANTIGUA.
Tel: (268) 460-5860/1 Fax: (268) 462-9114
E-Mail:
Contact Person: ARTHUR G.B. THOMAS
Title: DIRECTOR
2. Expected Monthly Volume, (dollar volume of transactions per month)
$ --------------------------
By signing this Application and Agreement, the undersigned affirm. that all
information provided herein or in support of this Application and Agreement is
true and correct. and agrees to and is bound by the provisions herein and to the
Terms and Conditions, Schedule of Fees attached hereto, and by reference
incorporated herein.
For: STAR COMMUNICATIONS, LTD. For: GLOBAL PAYMENT SYSTEMS LIMITED
By: /s/ A.G.B Thomas By:
--------------------------------- -------------------------------
Title: DIRECTOR Title: ----------------------------
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GLOBAL PAYMENT SYSTEMS LIMITED
The following documentation must be submitted with this application:
A. Copy of Client's Certificate of Incorporation and a copy of Client's
Certificate of Good Standing (if company is more than one year old)
B. A signed list of person(s) from Client authorized to discuss or direct
transactions with GPS staff, to request changes to reporting, payment and
transfer schedules, and to whom GPS release information. Client may provide a
code name for each such person.
C. A bank reference letter for each person authorized to conduct business
with GPS on behalf of Client (use form attached).
D. A clear and legible photocopy of the signature and photograph page of
the passport of the person or persons authorized to enter into this Agreement
with GPS and make business and financial decisions on behalf of Client with GPS.
E. Such other additional information as may be reasonably requested by GPS
to complete the processing and approval of this Application and Agreement.
Corporate Resolution
On behalf of the board of Directors of the above named Company (referred to
above as "Client"), it is hereby Resolved: That the above Application and
Agreement was properly executed by and entered into by an authorized Officer or
Director of the Company, is hereby ratified and authorized by the Directors of
the Company, and fully and legally binds the Company. All appropriate documents
and resolutions further necessary to support this Corporate Resolution are
hereby affirmed to be in place.
Resolved, this 21 day of Apr. 1999
By: /s/ A.G.B Thomas Title: DIRECTOR
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GLOBAL PAYMENT SYSTEMS LIMITED
Terms and Conditions
Client and GLOBAL PAYMENT SYSTEMS LIMITED (hereinafter referred to as "GPS")
agree as follows:
1. GPS agrees to act as an agent of Client to receive payments from Clients
Customers on behalf of Client. Client will instruct its Customers to provide
GPS, or any of its service providers, with (a) the Customer account number to
which payment is to be credited; (b) the Client's identification reference
number allocated by GPS; and cash equal to the amount to be paid for the
transaction plus all transmission fees charged by the service provider.
2. GPS will remit to the Client, either by fax or e-mail, a report listing all
transactions of payments received-from Client's Customers, for each daily
period.
3. GPS agrees to transfer to Client's nominated bank account, at the frequency
of weekly, the total sum for all transactions (less agreed to fees) received
since the last such transfer on the understanding that all such transfers will
be effected only after all respective funds have first been received by GPS.
Client further agrees that GPS will deduct any and all outstanding fees due GPS
from each transfer to Client prior to such transfer. Client agrees to be bound
by and to honor GPS's anti-money laundering policy, and confirms that all
transactions shall be legal and proper. Client further agrees to irrevocably and
unconditionally indemnify and hold harmless, and keep indemnified at all times,
GPS and all of its services providers, and the employees thereof, or any company
under their direct or indirect control, or any director or employee thereof,
from all actions' suits, proceedings, claims, demands, costs, expenses and
liabilities of whatsoever nature which may arise or occur or be taken,
commenced, made or sought from or against them, or any of them in connection
with or arising from any transaction or service undertaken by GPS on behalf of
Client.
4. Client agrees to communicate solely with GPS regarding the details of
any transactions. Client will not, directly or indirectly, contact any of GPS's
intermediate service providers. Further, Client shall not use, in any manner
whatsoever, in any print, Internet, computer, electronic or any medium the name
of any of GPS's intermediate service providers, or make any claim or
representation that Client has any contractual, business or other relationship
or arrangement, directly or indirectly, with any such intermediate service
provider.
5. Client shall be responsible for responding to and resolving inquiries and
complaints from its Customers arising out of GPS's services. Only GPS shall
initiate or be in any Communication with GPS's intermediate service providers to
further the resolution of any problems. Client will actively cooperate with GPS
in resolving such inquiries and complaints and will be responsible for resolving
any inquires or complaints other than those caused by GPS or arising out of the
GPS transfer.
6. GPS agrees to keep the names and addresses of Customers confidential and to
make no disclosure thereof to any third party, except Pursuant to law. Client
agrees to keep its contracts, terms, agreements with GPS confidential.
7. GPS's sole responsibility for damages for error, delay, or nonpayment whether
or not caused by negligence (apart from GPS's responsibility to transfer
payments of the principal amount accepted from Customer) shall be limited to a
refund of the service fee paid to GPS in conjunction with the affected
transaction, and GPS shall
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have no liability thereto to Client. Under no circumstances will GPS be liable
to Client or Customers for indirect, incidental, special or consequential
damages, whether or not GPS knew or had reason to know that they might be
incurred.
8. In case of any overpayment by GPS to Client whether caused by a misdirected
or duplicated transaction or otherwise, Client will promptly upon notification
or request refund the overpayment to GPS. GPS shall have the right to set-off,
from Client's funds remaining to be transferred, such overpayment.
9. Either party on thirty days notice can terminate this Agreement. Violation of
any provisions of the Agreement with GPS, including these Terms and Conditions,
the Anti Money Laundering Policy or failure to pay the fees and charges due to
GPS shall result in the immediate termination of services to Client.
10. This Terms and Conditions document, and all of its provisions, is expressly
made a part of, and incorporated into, the Application and Agreement between GPS
and Client.
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SCHEDULE OF FEES
Each transaction processed by Global Payment Systems Limited shall be subject to
the following:
A. 10% of each transaction accumulated per month, shall be deducted
from the amount of the initial charge and deposited into a "chargeback
reserve account", to be utilized as the "first form of payback" to the
bank for charges that are disputed by cardholder. These funds shall be
held in the chargeback reserve account for 6 months. At the end of six
month period, customer shall receive any remaining funds from the
first months reserve fund, at the end of the seventh month remaining
funds from the second month, and so forth. SHOULD CHARGEBACKS, PLUS
ASSOCIATED CHARGEBACK FEES, IN ANY MONTH EXCEED THE AMOUNT AVAILABLE
IN THE "CHARGEBACK RESERVE FEE FUND" IT SHALL BE THE SOLE
RESPONSIBILITY OF THE CLIENT TO REMIT ANY AND ALL ADDITIONAL FUNDS
REQUIRED TO SETTLE THE IDENTIFIED LOSSES UPON DEMAND. FAILURE TO DO SO
WILL RESULT IN IMMEDIATE TERMINATION OF THIS AGREEMENT.
B. Customer agrees that each transaction shall be subject to a 6.5%
"Processing Fee" to be deducted from the initial amount of the
transaction.
C. Customer agrees that GPS shall remit to customer "funds available
for transfer" within 5 business days from receipt of funds from the
merchant bank. Funds available for transfer are defined as those funds
remaining after the "Chargeback Reserve Fee" and the "Processing Fee"
are deducted from the total amount processed.
D. GPS shall require a one-time "customized software fee" of $5100.00,
$2550.00 due upon contract signing, the balance due upon delivery of
the software to STAR COMMUNICATIONS, LTD. By GPS's acceptance of the
of the "Customized Software Fee" from STAR COMMUNICATIONS, LTD., GPS
agrees to make available to STAR COMMUNICATIONS, LTD. the required
software no later than April 30, 1999.
Customer agrees to the above stated charges and fees and the terms and
conditions related to them and authorizes GPS to deduct the charges associated
with each transaction as the transaction is processed, and further agrees to the
one time charges stated in SCHEDULE OF FEES - Paragraph D.
Agreed to: /s/ Arthur G.B. Thomas
---------------------------------------------
By: ARTHUR G.B. THOMAS
Title: DIRECTOR
Date: 21st day of April, 1999
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GLOBAL PAYMENT SYSTEMS LIMITED
ANTI-MONEY LAUNDERING POLICY
Primarily, the Anti-Money Laundering Act requires that a "business transaction
record" be maintained for each transaction undertaken by a financial services
provider. This record should include, where relevant, the following information:
a) the identification of all the persons party to the transaction.
b) a description of that transaction efficient to identify its purpose
and method of execution.
c) the details of any account used for that transaction, including bank,
branch and sort code.
d) the total value of the transaction.
A financial services provider commits a criminal offence if it fails to keep a
business transaction record as required by the Act.
GPS is very mindful of the fact that the potential exists for an unscrupulous or
deceitful client to abuse the services it offers and, accordingly, has chosen to
implement this anti-money laundering policy. Strict adherence to the Guidelines
and due diligence procedures set out herein will help to mitigate any unknowing
involvement of any member of GPS in any such illicit activity, and will protect
GPS, it's bona fide clients, service providers and affiliated companies.
Anti-Money Laundering Policy
----------------------------
GPS will:
*Conduct all necessary due diligence procedures in order to ascertain the
true identities of all clients and potential clients. In this way, it will
not be possible to transfer any assets to any of the GPS's operating
companies anonymously.
*Take steps to very that all assets transferred to any operating company
are from legitimate sources in order to ensure that such assets are not the
proceeds of crime.
*Ensure that all of its staff are aware of the need to maintain vigilance
regarding all unusual transactions or series of transactions.
*Where there is reasonable suspicion that any such transaction or series of
transactions constitute money laundering, forthwith report such suspicions
required by law.
*Scrupulously maintain the business transaction records required by law.
*Confirm, define and conform with the established rules of good conduct in
all facts of financial business.
These guidelines constitute the official policy of GLOBAL PAYMENT SYSTEMS
LIMITED They will remain in force until amended by the Board of Directors of GPS
in compliance enacted by the Government.
Provisions for Client Confidentiality: These guidelines are subject to the
following conditions.
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A. Except where specifically provided by the Money Laundering (Prevention) Act,
or other relevant law, GPS's obligation to maintain the confidentiality of its
clients affairs continues in full force. It is not the intention of these
guidelines to deviate from the standard legal and fiduciary relationship between
GPS and its clients.
B. These guidelines set out standard rules for avoiding money laundering
activities in the conduct of the GPS's business and are in accordance with the
code of professional ethics; they are not intended to impede the efficient
provision of services to bona fide clients.
These guidelines are intended to ensure the careful determination of a clients
identity and to permit thereby the efficient accomplishment of the GPS's
obligation to maintain adequate business transaction records and to furnish
appropriate information, as provided for under the law. All such records must be
kept for a minimum of five years.
All of GPS's clients are expected to conduct their business affairs with GPS in
conformance with the letter and spirit of these guidelines. Any violation of the
guidelines will result in immediate termination of GPS's services.
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Request for Bank Reference and
Verification of Client Identity
In accordance with our "Know Your Customer" Policy, we request that the
principal person(s) of each Client with financial responsibility for the
Client's business with have his/her/their current bank or financial institution
provide the information as detailed below:
To be completed by Client/Principal:
Name: ----------------------------------------------
Address: -------------------------------------------
Signature(s): -------------------------------------
To be completed by Financial Institution:
1. We confirm that the above person(s) is/are - is/are not known to us and
has/have been a customer since ___________ (date).
2. We confirm/cannot confirm the address given by the customer.
3. We confirm/cannot confirm that the signature(s) shown above appears to
be that of the above customer(s),
4. We believe that he/she/they may be considered respectable, trustworthy
and reliable in operating an account.
Name of Confirming Institution: ------------------------------
Address: -----------------------------------------------------
Telephone and Fax: -------------------------------------------
Name/Title of Confirming Officer: -----------------------------
Signature of Officer: -----------------------------------------
Institution Stamp:
We appreciate your cooperation and confirm the above information will be treated
in strict confidence. We acknowledge that information may only be provided to
the best of available knowledge and is given without responsibility on the part
of the confirming institution and its officers. This response may either be
returned to the requesting person(s), or sent directly to GPS.
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