Framework Agreements Required for the Implementation of Multibanking — BEAC — CM

FRAMEWORK AGREEMENT

BETWEEN

TECHNICAL OPERATOR........
Commercial Register No. ....................
BEAC Certification Reference: .............
("Technical Manager")

AND

THE BANK............
Commercial Register No. ....................
BEAC Authorization Reference: .............
("Participant")

Whereas Instruction No. 02/GR/UMAC of May 7, 2014, relates to the implementation of Multibanking within the framework of electronic money issuance activities;

THE UNDERSIGNED:

The company ........................................................................... with a capital of .................... FCFA, registered with the RCCM under No. ..............................., having its registered office at........... P.O. Box ....... ; represented by Mr. (or Ms.) ......................., (position)....................... duly authorized to act for the purposes of the present agreement,

In its capacity as provider of the Multibanking network platform, hereinafter referred to as "The Technical Manager",

AND

"The Bank.................................... ", Joint Stock Company with a capital of .................... FCFA, whose registered office is located at .................................... P.O. Box: ............... registered with the RCCM under No. .......................; represented by Mr. (or Ms.) ......................................., (position)....................... duly authorized to act for the purposes of the present agreement,

In its capacity as a member of the Multibanking network ".................... ", hereinafter referred to as "The Participant",

Collectively referred to as the "Parties".

HAVING PREVIOUSLY EXPOSED THE FOLLOWING:

a) The Technical Manager declares having set up a Multibanking network named Multibanking network ".................... " after having obtained, for this purpose, the certification from the regulator prescribed in Article 5 of Instruction No. 02/GR/UMAC of May 7, 2014, relating to the implementation of Multibanking within the framework of electronic money issuance activities.

b) The Participant applies for membership in the Multibanking network ".................... ". It declares, for this purpose, to meet the conditions required to issue electronic money and undertakes to comply with the provisions of Articles 3 and 4 of Instruction No. 02/GR/UMAC of May 7, 2014, relating to the implementation of Multibanking within the framework of electronic money issuance activities, obtaining prior approval or prior authorization from the regulator to become a member of a Multibanking network.

c) The Technical Manager accepts the Participant's membership in the Multibanking network ".................... " subject to the Participant obtaining the prior approval or prior authorization prescribed in Articles 3 and 4 of Instruction No. 02/GR/UMAC of May 7, 2014, relating to the implementation of Multibanking within the framework of electronic money issuance activities.

AGREE TO THE FOLLOWING PROVISIONS:

CHAPTER I: DEFINITIONS AND OBJECT

Article 1: Definitions

1.1. For the purposes of this Contract, the terms below shall be understood as follows:

Framework Agreement: this contract along with its annexes and amendments;
BEAC: Bank of Central African States;
COBAC: Central African Banking Commission;
Participant: Regulated entity, member of the Multibanking network, signatory to this Framework Agreement;

1.2. Other undefined terms shall be understood in the sense defined by the provisions of Article 1 of Regulation No. 01/11-CEMAC/UMAC/CM of September 18, 2011, relating to the exercise of electronic money issuance activities, and Article 1 of Instruction No. 02/GR/UMAC of May 7, 2014, relating to the implementation of Multibanking within the framework of electronic money issuance activities.

Article 2: Object

This Framework Agreement, which binds the Technical Manager and the Participant, sets forth their reciprocal rights and obligations within the framework of the operation of the Multibanking network ".................... "

Article 3: Duration

This Framework Agreement is concluded for an indefinite term. Its termination may be pronounced under the conditions stipulated in Article 14 below.

CHAPTER II: NETWORK OPERATION

Article 4: Network Availability:

4.1. The Technical Manager is responsible for ensuring the proper functioning of the network. The other members grant it a mandate to this end to take all necessary measures.

4.2. The Technical Manager undertakes to keep the network open twenty-four hours a day, seven days a week.

4.3. The Technical Manager undertakes to make available to cardholders a customer service, available twenty-four hours a day, free of charge (excluding communication costs), accessible by telephone (from any telephone operator) and by email. The Technical Manager and the Participant will communicate to cardholders the access procedures to the customer service.

4.4. The Technical Manager undertakes to make available to distributors and acceptors a customer service available twenty-four hours a day, free of charge (excluding communication costs), accessible by telephone (from any telephone operator) and by email. The Technical Manager and the Participant will communicate to distributors and acceptors the access procedures to the customer service.

Article 5: Clearing

5.1. The Participant undertakes to open and maintain a Settlement Account in the books of the Settlement Bank. It also undertakes to maintain a sufficient balance for the settlement of operations and, in any case, to ensure that

within twenty-four hours (24h) maximum, from the time of receipt of the clearing file, the clearing operations concerning it are settled with the Settlement Bank under the conditions provided for in Chapter VI of Instruction No. 02/GR/UMAC of May 7, 2014, relating to the implementation of Multibanking within the framework of electronic money issuance activities.

5.2. The Technical Manager undertakes to ensure daily clearing, seven days a week.

5.3. The transaction day, up to clearing, takes place under the conditions set forth in Article 29 of Instruction No. 02/GR/UMAC of May 7, 2014, relating to the implementation of Multibanking within the framework of electronic money issuance activities.

5.4. The Technical Manager undertakes to provide the Participant, each day, with a file enabling it to perform the various accounting entries.

5.5. The accounting entry file is provided under the conditions and according to a format mutually agreed upon by the Technical Manager and the Participant. This agreement is attached as an annex to this Framework Agreement.

5.6. The Technical Manager undertakes to provide the Participant with the following statements of daily clearing:

details of cardholder transactions by type of transaction (cardholder ID, date and time, transaction location, acceptor, amount, fees);
details of acceptor or distributor transactions by type of transaction (acceptor, date and time, transaction location, cardholder ID, amount, fees);
details of the clearing balance calculation (values exchanged, fees).

5.7. The clearing statements will be provided to the Participant under the conditions and according to a format mutually agreed upon by the Technical Manager and the Participant. This agreement is attached as an annex to this Framework Agreement.

5.8. The Participant undertakes to post the accounts of its clients and acceptors before the end of the day during which it received the accounting entry file.

Article 6: Operational Account

6.1. The Technical Manager undertakes to open an operational account for the Participant that will detail all operations carried out by its cardholders and/or its acceptors.

6.2. The operational account will be accessible under the conditions provided for in Article 27 of Instruction No. 02/GR/UMAC of May 7, 2014, relating to the implementation of Multibanking within the framework of electronic money issuance activities.

6.3. The operational account will include the ability for the Participant to search across multiple fields.

6.4. The operational account will allow consultation of operations from the last seven calendar days, at least.

CHAPTER III: RIGHTS AND OTHER OBLIGATIONS OF THE TECHNICAL MANAGER

Article 7: Rights of the Technical Manager

7.1. When the Participant's actions are likely to compromise the proper functioning of the network, the Technical Manager may take conservatory measures and notify the Management Committee within twenty-four (24) hours, which must rule within eight days.

7.2. No network suspension measure may take effect without prior decision by the Management Committee.

Article 8: Other Obligations of the Technical Manager

In addition to the commitments formulated in Articles 4 to 5, the Technical Manager undertakes to:

8.1. manage optimally and efficiently the infrastructure systems of its network and, for this purpose, rigorously implement all safeguard measures aimed at ensuring the longevity of the production tool;

8.2. ensure that its services master operational risks related notably to negligence, handling errors, and system malfunctions;

8.3. make available to the Participant operational procedures and any other document useful for exploitation. The list of documents is attached to this Framework Agreement;

8.4. develop and update the directory of contacts at the Settlement Bank, on the one hand, and at the Participants in its network, on the other hand;

8.5. ensure, except in cases of force majeure, the continuity of service of its network. To this end, it develops and implements a Business Continuity Plan (BCP). It ensures, through periodic tests, that the implemented BCP is effectively operational;

8.6. implement the indispensable security measures for the proper functioning of its network, notably guaranteeing the reliability and authenticity of financial transactions;

8.7. for the purpose of ensuring the fluidity of financial transactions, guarantee the Participant availability and access to its network under the conditions set forth in paragraph 4.2 of this Framework Agreement, and implement all network security measures aimed at protecting against system intrusions;

8.8. set up an appropriate functional and technical organization, allowing for a strict separation of its responsibilities as network manager, on the one hand, and as acceptor or distributor, on the other hand;

8.9. not prioritize the settlement of its own financial transactions in the network to the detriment of those of other acceptors or distributors;

8.10. ensure rapid and final settlement of operations transiting through its system. Settlement is performed in real time;

8.11. retain and make available the electronic data exchanged through its network, for a period of three (3) years from the date of the transaction;

8.12. provide second-level software maintenance to users for any program it has provided, notably for anomalies and malfunctions not within their competence;

8.13. be responsive to the Participant, notably for functional and technical assistance needs, as well as for capacity-building needs for its staff;

8.14. set up a verification system, so that the usage limits and electronic money transaction commissions defined by current regulations are never exceeded;

8.15. develop and implement a continuous training plan for its personnel assigned to the operation of the Multibanking network;

8.16. ensure that the network is used only for lawful operations, in accordance with current laws and regulations;

8.17. keep confidential the information relating to network operations, except in cases where legislation provides otherwise;

8.18. transmit the reports required by the regulator in the form and deadlines prescribed by Articles 41 and 44 of Instruction No. 02/GR/UMAC of May 7, 2014, relating to the implementation of Multibanking within the framework of electronic money issuance activities;

8.19. respect all subsequent regulatory prescriptions relating to the monitoring and supervision of electronic money issuance activities.

CHAPTER IV: RIGHTS AND OTHER OBLIGATIONS OF THE PARTICIPANT

Article 9: Rights of the Participant

9.1. The Participant has the right to receive all information relating to network membership as well as withdrawal therefrom and its operation. Information concerning operation concerns, notably, the technical, functional, normative, and contractual aspects relating to the Multibanking network.

9.2. The Participant benefits, from the Technical Manager, of technical and functional assistance in the operation of the platform, notably second-level software maintenance.

9.3. The Participant has the right to join multiple Multibanking networks.

Article 10: Other Obligations of the Participant

In addition to the commitments formulated in the preamble and in Article 5 above, the Participant undertakes to:

10.1. interoperate, without discrimination, with other Participants. To this end, it must accept cardholder operations without regard to the electronic money issuing Participant;

10.2. optimally and efficiently exploit all technical participation tools. To this end, in relation with the Technical Manager and rigorously, implement all safeguard measures aimed at ensuring the longevity of the production tool;

10.3. ensure that its staff masters operational risks related notably to negligence, handling errors, and payment system malfunctions;

10.4. ensure, except in cases of force majeure, the continuity of service of the Multibanking network;

10.5. set up a reliable and available telecommunications network, covering its entire network of distributors and acceptors, and implement all measures aimed at ensuring the security and fluidity of transactions;

10.6. avoid any modification to the configuration of tools made available to it by the Technical Manager without the latter's prior agreement;

10.7. develop and implement operational manuals for the management of electronic money issuance activities, clearly describing the controls inherent to the validation process of operations exchanged with the network and consistent with the operational procedures made available by the Technical Manager;

10.8. accept the computer records transmitted by the Technical Manager as sufficient and unique proof of Multibanking network operations;

10.9. spontaneously and systematically communicate to the Technical Manager any information deemed useful and/or concerning for the proper functioning of the network;

10.10. make accessible and available to its staff the entire legal framework relating to electronic money issuance activities, notably regulatory, normative, and contractual texts;

10.11. communicate to the Technical Manager and other participants the regularly updated names and contact details of the designated contacts for the network;

10.12. if applicable, if it is a member of multiple Multibanking networks, operate a strict separation between the activities of the different networks and prohibit, on the one hand, any form of interoperability or clearing, and, on the other hand, prioritizing operations of one network to the detriment of the other;

10.13. promote the services of the Multibanking network ".................... " within its agency network;

10.14. respect all subsequent regulatory prescriptions from regulatory authorities relating to the monitoring and supervision of electronic money issuance activities.

CHAPTER V: FINAL PROVISIONS

Article 11: Confidentiality

11.1. The parties undertake to ensure the confidentiality of information made available to them through the network channel. They undertake to ensure that their staff know and respect this obligation.

11.2. Confidential information includes:

negotiations leading to the conclusion of this Framework Agreement;
any technical, commercial, financial, scientific, and economic information or expertise, including industrial secrets, commercial strategies, processes, technical characteristics, and data, in any form whatsoever, relating to procedures or practices;
any information relating to clients and/or electronic money issuers, including data relating to discussions, agreements, or other provisions.

Article 12: Execution and Good Faith

The parties undertake to apply, at all times, during the duration of this Contract, the principles of good faith, mutually by executing their commitments in accordance with this Framework Agreement.

Article 13: Entry into Force

The entry into force of this Framework Agreement is subject to the Participant obtaining the prior approval or prior authorization prescribed in Articles 3 and 4 of Instruction No. 02/GR/UMAC of May 7, 2014, relating to the implementation of Multibanking within the framework of electronic money issuance activities. Any refusal of the prior approval or authorization would render this Framework Agreement null and void.

Article 14: Termination

14.1. This Framework Agreement is terminated:

without notice, if the Participant loses its approval to operate as a credit institution, or if the Technical Manager loses the license allowing it to operate in its core business sector;
if the BEAC cancels the authorization or certification for electronic money service provision of one of the parties;
if either party is placed in judicial reorganization or undergoes an amicable or judicial liquidation procedure, or is subject to any act or accommodation with its creditors, except in cases of liquidation solely for reorganization purposes, or if it is subject to seizure of its assets likely to affect this Framework Agreement;
in any of the cases provided for in Chapter IX of Instruction No. 02/GR/UMAC of May 7, 2014, relating to the implementation of Multibanking within the framework of electronic money issuance activities.

14.2. Termination is notified by the party taking the initiative, accompanied, except for the reasons mentioned in the first and second bullet points of the previous paragraph, by a 3-month notice period. A copy of the notification is sent to the regulator.

Article 15: Dispute Resolution

15.1. For any dispute, of any nature whatsoever, arising from this Framework Agreement and relating, notably, to its interpretation, termination, or annulment, the party alleging the dispute must inform the other party in writing, providing details.

15.2. The parties will endeavor to settle amicably any dispute arising from the interpretation or execution of this Framework Agreement. Any dispute is submitted to the Management Committee for examination. The parties may request, in writing, the regulator's opinion to reach a solution.

15.3. Any dispute arising between the parties concerning the validity, execution, or interpretation of this Framework Agreement that cannot be settled amicably between them falls under the exclusive jurisdiction of the Court of ....................................

Article 16: Annexes

The annexes to this Framework Agreement are:

the agreement on the transmission procedures for the accounting entry file;
the agreement on the transmission procedures and format of the clearing statements;
the list of documents (with table of contents) to be transmitted to the participant, serving as operational procedures, necessary for exploitation.

Article 18: Election of Domicile

Each party elects domicile at its registered office.

Made at...................., in................ original copies, on....................................

Name of the Technical Manager:

Names and surnames of the signatory:

Position of the signatory:

Date and place:

Signature (handwritten mention "read and approved"):

Name of the participant:

Names and surnames of the signatory:

Position of the signatory:

Date and place:

Signature (handwritten mention "read and approved"):

FRAMEWORK AGREEMENT

BETWEEN

TECHNICAL MANAGER

Technical Partner (Legal Name)..........
Commercial Register No. ....................

AND

SETTLEMENT BANK

(Legal Name)
Commercial Register No. ....................
BEAC Authorization Reference: .............

Whereas Instruction No. 02/GR/UMAC of May 7, 2014, relates to the implementation of Multibanking within the framework of electronic money issuance activities;

THE UNDERSIGNED:

In its capacity as service provider responsible for the operation of the Multibanking network platform ".................... ", hereinafter referred to as "The Technical Manager",

AND

In its capacity as entity responsible for the settlement of transactions between participants of the Multibanking network ".................... ", hereinafter referred to as "The Settlement Bank",

Collectively referred to as the "Parties", having previously exposed the following:

a) The Technical Manager declares possessing a Multibanking technical platform compliant with the provisions of Article 11 of Instruction No. 02/GR/UMAC of May 7, 2014, relating to the implementation of Multibanking within the framework of electronic money issuance activities and undertakes to obtain from the regulator the certification prescribed in Article 5 of the aforementioned Instruction for the establishment of a Multibanking network.

b) The Settlement Bank declares meeting the conditions set forth in Article 12 of Instruction No. 02/GR/UMAC of May 7, 2014, relating to the implementation of Multibanking within the framework of electronic money issuance activit