QPAY WPS PAYROLL SERVICE AGREEMENT
THIS WAGES PROTECTION SYSTEM (WPS) PAYROLL SERVICE AGREEMENT (“Agreement”) is entered into by QPAY International LLC (“QPAY”), a Qatari Company, with Commercial Registration number: 53074 and the undersigned Commercial Customer party (“Customer”)
(“Customer”) Name: #Company owner Name#
(“Customer”) Company Name: #Company Name#
Contact Number: #Contact number#
Email ID: #Email Address#
The above information shall be input to the QPAY payroll system using electronic copies of the above information. However, the Customer will be responsible for providing all original documentations per the rules of the Qatar Central Bank and the Qatar Ministry of Labour and Social Services. Customer is responsible for checking and providing the original documentation of all employee Qatari identification (QID’s), and all Original Commercial Registrations and Licenses. The Customer shall have the actual documents available for inspection within 4 hours from the time they are notified by QPAY or by a government agency. The Customer must have copies of the above official documents available within their office premises for immediate inspection upon request.
This binding contract is for the purpose of (a) permitting Customer and All its Employees (“Employees”) to access and participate in the QPAY WPS Payroll System (“The System”), managed and operated by QPAY under license from United Bank Ltd Qatar (Bank), and the Qatar Central Bank. In consideration of the promises and undertakings set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, QPAY and Customer agree as follows:
1. QPAY WPS PAYROLL SERVICE
QPAY operates a service that, among other things, can be utilized by Customer to make electronic salary payments to its Employees via a MasterCard Prepaid Payroll (“Card”) with a corresponding International Bank Account Number (“IBAN”) issued by United Bank Ltd, Qatar (“Bank”) under a No Objection Letter by the Qatar Central Bank. Payments made by Customer through QPAY’s WPS compliant system will be accomplished through a QPAY System generated Salary Information File (SIF), where employee funds shall be transferred to the Salary Funding Account (IBAN) to be maintained by the Bank and operated by QPAY. Only upon receipt of the funds and applicable required data, then QPAY shall credit the applicable Employee’s Card for the applicable salary payment.
2. ACCESS, USE & LIABILITY
Step 1: Card Registration. Each Employee participating in the Card Program will be required to consent to the terms and conditions for usage of the Card Program and the Card as the same are promulgated by QPAY and the Bank from time to time, including those specified in “Exhibit B” attached hereto.
Step 2: Payment Processing. Customer may make required payments to the Salary Funding Account via either bank wire transfer or QATCH or by depositing via Bank’s branches/Cash Deposit Machines
Step 3: Card Usage. Salaries paid to an Employee through the Card will be available within One to Three (1 to 3) business days of receipt of (i) such funds in the Salary Funding Account at the Bank and (ii) all required processing data by QPAY. Each Employee will also have access to his or her Card account through QPAY’s system via the Internet, Integrated Voice Response (IVR) banking or mobile device.
Step 4: Liability. The Customer shall be fully liable for the secure control of card and IBAN numbers from the date of issue until date of cancellation of the employee’s card or IBAN numbers. QPAY shall not be responsible or liable for any mistakes, misuse or any other faults relating to funding, withdrawing or using of the Customer funds or the Employee cards.
3. KNOW YOUR CUSTOMER (KYC) DOCUMENTATION OF CUSTOMER AND EMPLOYEES
Customer is responsible and shall provide all mandatory and original documentations required per the rules of the Qatar Central Bank and the Qatar Ministry of Labour and Social Services. Customer is responsible for checking and providing the original documentation of all employee Qatari identification (QID’s), and all Original Commercial Registrations and Licenses. The Customer shall have the actual documents available for inspection within 4 hours from the time they are notified by QPAY, by a government agency. The Customer must have copies of the above official documents available within their office premises for immediate inspection upon request.
4. OBLIGATIONS OF QPAY
QPAY agrees to operate the Card Program within commercially reasonable standards, including using commercially reasonable care in the processing of payments to Employees as instructed by Customer.
5. OBLIGATIONS OF CUSTOMER. CUSTOMER AGREES TO:
Step 1: Use the Card Program only to make salary payments to legal, active, employed and registered Employees in the state of Qatar, whereas employees have consented to the Terms & Conditions in the attached “Exhibit B”.
Step 2: Collect all required employee Know Your Customer (“KYC”) documentation and records required by the Qatar Central Bank or the Qatar Ministry of Labour and social Services, and Customer shall store all physical paper copies relating to KYC documentation on Customer’s physical office premises. Such documents are subject to audit by QPAY, the Bank, the Qatar Central Bank, Qatar Ministry of Labour and social Services, the police, immigration or any Qatari government or law enforcement agencies.
Step 3: Collect and upload KYC documents pertaining to the employees on to the QPAY systems as per Bank’s policy which could be amended from time to time. All such documents are subject to audit by concerned legal authorities and physical copies of employee KYC documents should be made available to QPAY/authorities within 4 working hours from the time of notice either by QPAY or concerned authorities. The required KYC documents are as below:
Valid Passport Copy
Valid Qatar ID
Any further obligatory documentation required or requested by the Qatar Central Bank, the Qatar Labour Department or other Qatari Ministries or Law Enforcement Agencies.
Step 4: Ensure that the information submitted to QPAY’s systems to order cards for employees matches the information available on the KYC documents collected above. QPAY has the right to take appropriate action in the event there are any mismatches between the uploaded information and scanned copies of the KYC documents.
Step 5: Verify the completeness and accuracy of all information and data provided to QPAY by Customer and its Employees.
Step 6: Ensure the accuracy of employee records provided to QPAY to issue cards. QPAY will not be responsible for any erroneous salary payments processed to wrong cards due to such inaccurate data.
Step 7: Ensure that the Card is issued only to employees named in the card application form and shall ensure that the cardholder signs the Terms & Conditions of the card program immediately upon receipt of the card and that the cardholder is fully made aware of the Terms & Conditions.
Step 8: Comply with applicable laws and regulations concerning salary payments to Employees, including, but not limited to timeliness of payment, calculation of net pay, and handling and reporting amounts withheld or deducted from each Employee’s pay.
Step 9: Deposit immediately required funds with the Bank to be held in the Salary Funding Account in the amount shown in the Customer payment data file related to that deposit.
Step 10: Pay the applicable fees and charges of QPAY set forth on Exhibit A, as may be amended from time to time, and upon the payment terms specified therein.
Step 11: Comply and cause each of its Employees to comply with the Card Program Terms and Conditions.
Step 12: Employees who are issued with QPAY cards will not have any access to Bank’s branches, internet banking and phone banking services. Cardholders have to address all queries to QPAY’s Customer Service number +974 40342600 or in writing to email@example.com
Step 13: Cards will be delivered to an authorized personnel nominated by the Customer who would be responsible for handing over and taking acknowledgement from the employee. The same needs to be recorded in QPAY’s card inventory system.
Step 14: Customer should inform QPAY about employees that are terminated or left the Customer. QPAY will not renew the cards for those employees after card expiry.
Step 15: Customer agrees that all employees entered into the QPAY system are real and legal residents of the Sovereign State of Qatar, and that information entered into the QPAY system shall be backed by physical legal documents. The Customer agrees that the QPAY System or QPAY Payroll Cards shall not be used to commit crime, perform activities of Money Laundering or any type of illegal activity which violates any Qatari law.
6. COMPLIANCE WITH QATARI LAWS, NO FALSIFIED DOCUMENTATION OR INFORMATION
Step 1: If Customer is employing illegal, fake, non-existing or fraudulent employees, or if Customer is found to be engaged in any type of illegal activities against Qatari Laws or against Laws of the Qatari Central Bank, or the Ministry of Commerce or the Qatari Ministry of Labour and Social Affairs, or if Customer is found to violating any type of law issued by the Sovereign State of Qatar, or if Customer is found to be non-compliant with the guidelines of QPAY; then QPAY shall take immediate legal action against Customer, and shall withhold any or all payments from or to Customer and shall impose payment of penalties and large legal fees against Customer.
Step 2: Customer agrees that providing falsified information about their business or employees could lead to irreparable damages and severe penalties imposed by QPAY, by Bank, by the Qatar Central Bank, by the Qatar Ministry of Labour and Social Affairs, by the Qatar Police, by the Qatar Ministry of Interior or any other banking or Government entity. Customer shall wave all its rights and agrees to pay severe penalties if found guilty of falsifying any type of government issued documentation or information.
7. THREE (3) BUSINESS BANKING DAYS ARE REQUIRED TO FUND EMPLOYEE SALARIES
Customer understands and confirms that all employee salaries must be funded Three (3) business banking days in advance to a targeted salary distribution date. The Customer must have such funds available in a predetermined QPAY managed Salary Account in order for QPAY to disburse employee salaries on such targeted time.
8. FEES & CHARGES
Customer agrees to and shall pay all QPAY fees, charges and dues described in the attached Appendix A (“Fees & Charges”).
9. TERM OF AGREEMENT.
Unless this Agreement is terminated earlier pursuant to the provisions of this Section, this Agreement shall have an initial term of Three (3) Years (the “Initial Term”), commencing on the Effective Date. Upon the expiration of the Initial Term, the term of this Agreement shall be automatically extended for successive periods of Three (3) Years each, unless and until either party gives written notice to the other at least ninety (90) days prior to the expiration of any term that this Agreement shall not be so extended, in which case this Agreement shall terminate upon the expiration of the applicable term.
10. WARRANTIES & DISCLAIMERS
QPAY represents and warrants that: (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof, and (ii) it owns or otherwise has sufficient rights to the Service and the QPAY Intellectual Property to grant the license granted herein.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6(a), QPAY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. QPAY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. QPAY DOES NOT WARRANT THAT THE SERVICE WILL MEET THE CUSTOMER’S PARTICULAR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE.
Customer will defend, indemnify and hold QPAY and its respective officers, directors, shareholders, partners, employees, and agents (collectively, “QPAY Related Parties”) harmless from and against any losses, demands, damages, costs, liabilities, judgments or expenses (including attorneys fees) arising out of or resulting from any third-party claims against QPAY Related Parties (the “Claims”) involving the Customer in its performance hereunder, including, but not limited to: (i) failure of Customer to comply with applicable laws and regulations, or (ii) the violation of any third party right including privacy right.
12. ENTIRE AGREEMENT AND MODIFICATIONS
This Agreement and the Card Agreements, which is an integral part hereof and are incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter and supersede any and all prior or contemporaneous understandings or agreements relating thereto, whether written or oral. Any modification to this Agreement is effective only upon execution of a written amendment by both parties. Modifications to Card Agreements shall become effective upon notice of the same to the applicable parties.
Each party shall hold all Confidential Information received from the other in trust and in strict confidence by exercising at least the same degree of diligence and care that it uses to avoid disclosure or dissemination of its own highly confidential information, but in no event less than a reasonable standard of diligence and care.
As long as this Agreement remains effective, QPAY shall be the sole and exclusive service provider of WPS Payroll services, Payroll Card Services, ATM and/or PIN POS Cards and related services either for the Customer or the Customer’s Customers and (b) the Customer shall not enter into any agreement nor participate, directly or indirectly, in any other Payroll Card Program, or similar program or other promotion, for delivery of Payroll Card Services by another Card Service Provider, without the prior written consent of Card Provider. Furthermore, Customer agrees that, for the duration of this Agreement, Customer shall not engage in Agreements, Memorandums, Understandings or Letters of Intents with competitors to QPAY, or providers of similar products as QPAY, whether or not based in Qatar.
15. MODIFICATIONS TO RULES
QPAY may modify these Rules at any time and from time to time at QPAY’s sole discretion. Such modifications shall take effect immediately upon providing notice thereof to the User, whether or not such notice is actually received by such User.
16. MARKETING, PROMOTION AND ADVERTISING
QPAY may develop, distribute or market promotional, advertising, web site references or any other type of sales or marketing material references to the Customer’s use of QPAY services and offering without the prior or written consent of the Customer. QPAY may make references verbally in any personal presentation, seminar, video conference, teleconference or in any private, or public forum without Customer written consent; and Customer agrees, approves and allows QPAY to make such mentions or claims of Customer’s use of QPAY offerings.
17. GOVERNING LAW AND JURISDICTION
This Agreement, as well as the rights and duties of the parties hereunder with respect to usage QPAY’s Systems and Card Program, shall be governed by, interpreted under, and enforced in accordance with the laws of the State of Qatar.
18. Maker, Checker
In order to start the QPAY Service, the Customer shall pick two initial accounts: an administrator with ability to manage employee information, timesheets and salaries: the “Maker”, and a senior level executive with ability to authorize payment of salaries to the bank: the “Checker”. Customer shall officially designate its Maker and Checker account as below: NOTICES. All notices must be in writing to be effective and may be delivered via email to the Customer’s Maker or Checker email addresses listed above.
19. AUTHORITY, BINDING EFFECT AND ASSIGNMENT
Each party hereby represents and warrants to the other that (a) its execution, delivery and performance of this Agreement has been duly authorized and approved in every respect and (b) neither its execution or delivery of this Agreement, nor its performance hereunder, will violate or conflict with any term or condition of its organizational or other governing documents, or any other agreement or directive of any kind or nature to which it is a party or by which it is otherwise bound. This Agreement shall inure to the benefit of and be binding upon the parties hereto and each of their respective successors and permitted assigns. Neither this Agreement, nor any of the rights or obligations of the parties hereunder, may be transferred or assigned by either party without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.
IN WITNESS WHEREOF, QPAY and Customer have executed this Agreement to be effective as of the below Effective Date (the “Effective Date”).
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