PREPAID CARD SERVICES AGREEMENT

PREPAID CARD SERVICES AGREEMENT

The Services Agreement is made as of ______________________, 2019 between International Fintech UAB, a
UK Company (“International Fintech UAB”) and
__________________________________________________ (“CLIENT”).
RECITALS
1. International Fintech UAB is in the business of developing and maintaining payment and fund transfer
systems for the benefit of clients by arranging for the issuance of special-purpose prepaid cards and the
establishment of mechanisms for transferring funds by clients to clients’ employees, distributors, and
others (“Payees”).

2. CLIENT wishes to engage International Fintech UAB to provide the services described herein and in
Exhibit A hereto, for the benefit of CLIENT and its Payees.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties hereby
agree as follows:
AGREEMENT
1. Services. International Fintech UAB agrees to establish and maintain a payment system to be utilized
by CLIENT for making payments to its Payees, by establishing relationships on behalf of CLIENT providing
for (i) deposits by CLIENT of aggregate distributions to one or more designated settlement accounts
(each, a “Settlement Account”), and (ii) the issuance of special-purpose cards to designated CLIENT
Payees and (iii) arranging for distribution payments to be made to such Payees from such Settlement
Accounts (the “CLIENT Payment System”), as more specifically described in Exhibit A (as Exhibit A may
be modified from time to time by mutual agreement of the parties in writing). The services will be
performed in a workmanlike manner and in accordance with applicable industry standards.
International Fintech UAB agrees that the services will conform to industry standard specifications,
laws, regulations and other requirements as described in Exhibit A.

2. Implementation of Payment System. CLIENT agrees that it will implement the CLIENT Payment System
as a means of dissemination of funds to Payees in a manner that is consistent with laws, regulations

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and the agreed terms of the program(s) established with card and bank Networks. The CLIENT Payment
System will be developed and implemented for the benefit and the convenience of CLIENT and its
Payees, and therefore it is the intention of the parties that CLIENT will be free to provide alternative
payment mechanisms to its Payees.

a. Client usage of Payment System for Charges on Payee Cards. It is further contemplated that Client may
use Client Payment System as a mechanism to charge Payee cards/accounts for various purchases, fees,
and other activities as may occur from time to time in the normal course and scope of the Client
business and relationship with its Payees, as governed by policy & procedure, and terms of service.

3. Compensation. It is anticipated that CLIENT’s Payees will pay for card transaction fees, monthly
maintenance fees and certain of the Services in the amounts and in accordance with Exhibit B, and that
International Fintech UAB will collect such payments from Payees through procedures to be established
under the CLIENT Payment System. CLIENT will pay International Fintech UAB for certain services
rendered under the Agreement in accordance with the schedule set forth in Exhibit B and will cooperate
with International Fintech UAB in connection with the collection of payments from Payees through the
CLIENT Payment System. Payment for services for which collection is not provided in the CLIENT
Payment System will be due not later than fifteen days after receipt by CLIENT of International Fintech’s
invoice. International Fintech UAB reserves the right to hold a reserve of CLIENT funds in an amount
not to exceed 5% of the amount of the maximum balance held on cards funded by CLIENT, to cover
expenses related to fraud, fines, and associated extraordinary costs.

4. Acceptance. The Services or the results of such services will be deemed satisfactory to and accepted by
CLIENT unless within forty-five (45) days after submission to CLIENT of such services CLIENT gives to
International Fintech UAB a written notice of the aspects in which such services or results do not
conform to the Exhibit A or CLIENT’s specifications and other requirements as defined in the Exhibit A.
Upon receipt of such written notice, International Fintech UAB will use its best efforts to make such
changes as will be required to correct any deficiencies.

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5. Account Administration and Servicing. Under the terms of the CLIENT Payment System, CLIENT will be
responsible for all distributor-service and record-retention requirements relating to the designation of
amounts to be made available to Payees through the Settlement Account, including but not limited to
distributor-initiated calls, account statements (both on paper and electronic) and online customer
service related to the amount and timing of payments. International Fintech UAB will refer to CLIENT
customer service any Payees who contact International Fintech UAB concerning a claim, complaint,
dispute or request for information concerning the amount or timing of any payment. International
Fintech UAB will be responsible for resolving distributor inquiries relating to the CLIENT Payment
System and card related topics. CLIENT will receive and screen all such inquiries before passing them
along to International Fintech UAB for resolution. As between CLIENT and International Fintech UAB,
CLIENT will bear all risk of loss on distributor subaccounts and International Fintech UAB will have no
responsibility for any such loss except to the extent that International Fintech UAB is directly
responsible for such loss.

6. Limited License to Marks.

a. CLIENT hereby grants to International Fintech UAB, subject to compliance with the terms of the
Agreement, a limited, royalty-free right to use, display and reproduce CLIENT trademarks in connection
with the marketing, promotion and operation of the CLIENT Payment System as set forth in the
Agreement. Except as otherwise provided by the Agreement, upon termination of the Agreement,
International Fintech UAB will promptly cease use of the CLIENT’s Marks.
b. International Fintech UAB hereby grants to CLIENT, subject to compliance with the terms of the
Agreement and prior authorization, a limited, royalty-free right to use, display International Fintech’s
trademarks, name and logo, in connection with the marketing, promotion and operation of the CLIENT
Payment System as set forth in the Agreement. Except as otherwise provided by the Agreement, upon
termination of the Agreement, CLIENT will promptly cease use of the International Fintech’s marks,
name and logo.
c. CLIENT may not use any marks of the card brand networks (Visa, Mastercard, JCB, UnionPay, etc…) in
conjunction with the program without prior authorization.

7. Confidential Information.

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a. Proprietary and Confidential Information. “Confidential Information” means data, techniques, technical
information, know-how, equipment specifications, or other information specifically designated as
“Confidential Information” during the term of the Agreement regarding this project, including names,
addresses and other information relating to individual Payees or groups of Payees. Confidential
Information does not include any information that is (i) independently developed by the receiving party;
(ii) becomes or is already available to public without breach of the Agreement; (iii) rightfully received
by the receiving party from a third party without obligation of confidence; or (iv) released for disclosure
by the disclosing party with its written consent.
b. Confidential Obligation. Each party agrees to use the same care and discretion to avoid disclosure,
publication or dissemination of the received Confidential Information as it employs for similar
information of its own, that it will not publish, disclose or disseminate, except to those employees or
subcontractors of such party who have signed an agreement for protection of the information and who
have a need to know for purposes of achieving the purposes of the Agreement.
c. CLIENT Payee Lists and Information. International Fintech UAB will exercise due care in in both
maintaining the privacy of payee lists and information, and in requiring that all authorized third parties
utilized in the course and scope of the Agreement exercise the same care in maintaining the privacy of
all such CLIENT lists and information.

8. Representations. International Fintech UAB represents and warrants that it can perform the Services
and that it does not have any understanding or agreement with anyone else which restricts its ability
to perform such services.

9. Ownership. Everything International Fintech UAB writes or develops or any copyrightable work, such
as program code or documentation, created while performing the Services shall be owned by
International Fintech UAB and allowed to be used by CLIENT in fulfilment of the services.

10. Term. The term of the Agreement will begin on the date hereof and will continue until earlier of (i) the
first anniversary of the date of the Agreement and (ii) the date one year after CLIENT discontinues all
use of the CLIENT Payment System to distribute payments to its Payees. International Fintech UAB will
be entitled to continue to collect payments for card renewal fees and monthly maintenance fees from

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CLIENT Payees for so long as funds remain in any Settlement Account or cards issued in connection with
the CLIENT Payment System remain active. Term is anticipated to continue annually unless 60 days’
notice is given by one of the parties.

11. Termination. The Agreement may be terminated by either party if the other party has not performed
any material covenant or has otherwise breached any material term of the Agreement. The Agreement
will be terminated (i) upon receipt of written notice thereof if the non-performance or breach is
incapable of cure, or (ii) upon the expiration of thirty (30) days (or such additional cure period, if longer,
as the non-defaulting party may authorize) after receipt of written notice thereof if the non-
performance or breach is capable of cure and has not been cured or significant steps have not been
undertaken to affect such cure.

12. Indemnification and Limitation of Liability.

a. By International Fintech UAB. International Fintech UAB will defend, indemnify and hold harmless
CLIENT against each claim, action, damage (including reasonable attorney fees and costs) or liability
resulting from or relating to International Fintech’s breach of its obligations or of any terms (including,
but not limited to, any representation or warranty) under the Agreement; and any acts or omissions of
International Fintech UAB, its directors, officers, agents or employees in connection with International
Fintech’s participation under the Agreement.
b. By CLIENT. CLIENT will defend, indemnify and hold harmless International Fintech UAB against each
claim, action, damage (including reasonable attorney fees and costs) or liability resulting from or
relating to CLIENT's breach of its obligations or of any term (including, but not limited to, any
representation or warranty) under the Agreement; and any acts or omissions of CLIENT, its directors,
officers, agents or employees in connection with CLIENT's participation under the is Agreement. This
indemnification specifically includes (1) fines and fees levied by card networks for actions by CLIENT
that are in violation of network rules, and (2) Fraud and theft losses incurred as result of CLIENT’s Payees
use of the System, including fines and fees associated with such losses.
c. Liability Limitation. Notwithstanding any other terms in the Agreement, neither party will be entitled
to recover special, incidental, punitive, or consequential damages, whether based on breach of
contract, tort (including negligence), or otherwise, and whether or not that party has been advised of

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the possibility of such damage. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES ARISING OUT OF ANY DEFAULT UNDER THIS
AGREEMENT, WHETHER IN CONTRACT OR TORT.

13. Miscellaneous.
a. The parties will continue to be bound by all obligations described in Section 7 after the termination of
the Agreement for whatever reason.
b. The laws of England and Wales will govern this Agreement. The parties’ consent to the exclusive
jurisdiction and venue of London, England. Notwithstanding the foregoing, the parties shall make every
attempt to try to resolve any dispute between them in an amicable fashion and, where necessary, shall
consider the suitability of arbitration as a forum for the resolution of any such dispute.
c. The Agreement constitutes the entire agreement of the parties regarding the subject matter hereof and
supersedes all prior representations, proposals, discussions, and communications, whether oral or in
writing. The Agreement may be modified only in writing and shall be enforceable in accordance with its
terms when signed by the party sought to be bound. Nothing herein shall restrict the ability of the
parties to manage the day-to-day administration of the Services and the CLIENT Payment System
through face-to-face, telephone and email communications consistent with the intent and objectives
of the Agreement.
d. The Agreement shall inure to the benefit of the successors and assignees of both parties, and will be
binding on both parties’ heirs and legal representatives; provided, however, that neither the Agreement
nor any of the rights or obligations of either party arising under this Agreement (other than the right to
receive payment) may be assigned or transferred without the other party’s prior written consent, which
shall not be unreasonably withheld.
e. If either party cannot perform any of its respective obligations because something has happened which
is beyond its reasonable control, then the non-performing party will (i) notify the other party, (ii) take
reasonable steps to resume performance as soon as possible, and (iii) not be considered in breach
during the period performance is beyond the party’s reasonable control.
f. In event that any term or provision of the Agreement will be deemed by a court of competent
jurisdiction to be overly broad in scope, duration or area of applicability, the court considering the same
will have the power and is hereby authorized and directed to limit such scope, duration or area of

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applicability, or all of them, so that such term or provision is no longer overly broad and to enforce the
same as so limited. Subject to the foregoing sentence, in the event any provision of the Agreement is
held to be invalid or unenforceable for any reason, such invalidity or unenforceability will attach only
to such provision and will not affect or render invalid or unenforceable any other provision of the
Agreement except to the extent that the invalidity of such provision adversely affects the fundamental
nature of the Agreement or the ability of the parties to perform their respective obligations hereunder.
g. Either party’s waiver of a default by the other does not constitute a waiver of future or other defaults.
h. The parties are independent contractors; they are not partners or joint-ventures. Neither party may
bind the other to any agreement with anyone else.
i. International Fintech UAB shall be solely responsible for all tax returns and payments required to be
filed with or made to any federal, state or local tax authority with respect to International Fintech’s
performance of services and receipt of fees under the Agreement. International Fintech UAB will
maintain adequate records of expenses incurred in course of performing services under the Agreement.
No part of International Fintech’s compensation will be subject to withholding by CLIENT for the
payment of any social security, federal, state or any other employee payroll taxes.
j. Each provision of the Agreement has been subject to the mutual consultation, negotiation and
agreement of CLIENT and International Fintech UAB and shall not be construed for or against either
party.

IN WITNESS WHEREOF, the parties have hereunto set their hands this
______ day of _________________ 2019.

International Fintech UAB

By: ____________
Name: __________
Title: ___________
CLIENT
By: ______________
Name: ___________
Title: ____________

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 PREPAID CARD SERVICES AGREEMENT

Company:

EXHIBIT A
Scope of Work:
Set-up and implementation:
o Settlement account fund transfer procedures
o Client and Cardholder portal setup
o Customer Service flow and training
o Card printing and fulfilment services
o Transaction processing services
o SMS / Email notifications
o Fraud rules

EXHIBIT B
Compensation
COST TO CLIENT:
Basic Services
o Card account setup and delivery of card (per account): $5.00
o Virtual Card account setup (per account): $2.95
o Load transaction (per event, per account): $1.00

Premium Services (optional):

o Customized co-branded card artwork review and approvals ($10,000.00)
o Card production of co-branded cards ($5.00 per card, minimum order 5,000 cards)
o API Suite $5,000.00
o Customized mailer materials quoted upon request
o Customized software / systems quoted upon request

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 PREPAID CARD SERVICES AGREEMENT

COST TO CARDHOLDER – GBP Example:

(Fees subject to Tier 3 Tier 2 Tier 1
change.) NDI-FUND (<500GBP (<2,500GBP (>2,500GBP monthly
monthly load) monthly load) load)
Card Activation Fee / NO CHARGE NO CHARGE NO CHARGE
Initial Load
Card Monthly Service NO CHARGE NO CHARGE NO CHARGE
(Active Cards)
Monthly £ 2.00 NO CHARGE NO CHARGE
Dormancy/Inactivity
Per Card Annual NO CHARGE NO CHARGE NO CHARGE
(Domestic)
Per Card Annual NO CHARGE NO CHARGE NO CHARGE
(International)
Load/Unload Fee NO CHARGE NO CHARGE NO CHARGE
(Domestic)
ATM (Domestic) 1.0% 0.5% 0.25%
ATM (International) 1.5% 0.5% 0.25%
ATM Decline £ 0.25 NO CHARGE NO CHARGE
(Domestic)
ATM Decline £ 0.50 NO CHARGE NO CHARGE
(International)
Card Replacement £ 4.95 £ 4.95 £ 4.95
Online Purchase 1.0% 0.50% NO CHARGE
(Domestic)
Online Purchase 1.5% 0.50% NO CHARGE
(International)
POS (Domestic) 1.0% 0.50% NO CHARGE
POS (International) 1.5% 0.50% NO CHARGE
Declined Transaction £ 0.25 NO CHARGE NO CHARGE

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 PREPAID CARD SERVICES AGREEMENT

In-Branch Cash 1.5% 0.50% 0.25%

Withdrawal (Domestic)
In-Branch Cash 1.5% 0.50% 0.25%
Withdrawal (Foreign)
Currency Conversion 2% 1.5% 1.0%
Online Access (history, NO CHARGE NO CHARGE NO CHARGE
transfers, alerts)
Balance Enquiry (Web) NO CHARGE NO CHARGE NO CHARGE
Balance Enquiry £ 0.25 NO CHARGE NO CHARGE
(Domestic ATM)
Balance Enquiry £ 0.50 NO CHARGE NO CHARGE
(International ATM)
Card to Card Transfer £ 1.95 £ 0.95 £ 0.45
SMS Load Notification £ 0.15 £ 0.05 NO CHARGE
Account Closure / £ 7.50 £ 7.50 £ 7.50
Remove Funds
PIN Reminder IVR NO CHARGE NO CHARGE NO CHARGE
Customer Service NO CHARGE NO CHARGE NO CHARGE
Enquiries / IVR
Customer Service NO CHARGE NO CHARGE NO CHARGE
Enquiries / Live Agent
Email/Text Alerts £ 0.15 £ 0.05 NO CHARGE
Investigation Fee £ 15.00 £ 10.00 £ 5.00
Additional Physical £ 4.95 £ 4.95 £ 4.95
Card (Each)
Virtual Card (Each) £ 1.95 £ 0.95 £ 0.45

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