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    Terms & Conditions
    1.0 SCOPE OF AGREEMENT
    1.1 The purpose of this Agreement is to set out the terms and conditions and the rights and obligations of the Parties in respect of the GENIE service. The ‘GENIE Service’ (‘GENIE’) shall mean the mobile payment service provided by DIALOG which allows customers to execute transactions using any of the payment options they have registered for, including but not limited to credit cards, debit cards, current accounts, savings accounts, mobile money and any other payment methods made available on GENIE from time to time and enables GENIE Merchants to accept such payments made by the customers via the Service.
    2.0 WARRANTIES AND REPRESENTATIONS
    2.1 The Merchant hereby warrants and represents for the benefit of DIALOG that on the date of this Agreement and throughout the term:
     
    2.1.1 any and all, information and the deliverables enumerated herein do not and shall not:
    a). infringe any third party intellectual property rights;
    b). infringe confidentiality obligations owed to any third party; or
    c). contain materially false or misleading statements.
     
    2.1.2 the Merchant and its employees are suitably qualified and competent to undertake the responsibilities enumerated herein in accordance with the terms of this Agreement.
     
    2.1.3 it has all necessary powers, authority and rights (including without limitation any copyrights and other intellectual property rights) to lawfully offer and provide the goods and services for the time being offered or provided by the Merchant.
     
    2.1.4 to comply with all applicable rules and regulations. This shall include not engaging in any illegal businesses.
     
    2.2 By submitting a transaction for settlement via GENIE, the Merchant warrants and represents that;
     
    2.2.1 all transaction details submitted are, within the knowledge of the Merchant, true and complete;
     
    2.2.2 the Merchant as supplied, or will as soon as reasonably practicable thereafter supply, and goods and/or services to which such transaction relates and to the value stated therein and at a price not greater (and on terms not less favourable) than the price (and terms) at and on which such goods are supplied by the Merchant for cash;
     
    2.2.3 no other submission will be made in respect of the goods and/or services to which such transaction relates;
     
    2.2.4 the provision of credit for the supply of the goods to which such transaction relates is not unlawful; and
     
    2.2.5 the Merchant has complied with this Agreement in respect of such transaction.
     
    2.3 Neither DIALOG nor any of its suppliers make any representations or warranties, express or implied, including but without limitation regarding the merchantability or fitness for a particular purpose, with respect to any equipment (including authorization terminals, data capture terminals or printers, if any) or any of the services provided hereunder by DIALOG.
     
    3.0 CHARGES/ PAYMENT PROCESS
    3.1 All Merchant settlements shall be effected in Sri Lankan Rupees (LKR) unless the Merchant is duly authorized through special approval to receive settlement in any other currency. Settlements in currency other that LKR shall be subject to additional charges and fulfillment of other requirements.
     
    3.2 The Merchant shall pay DIALOG the non – refundable Setup fee set out in the Front Sheet.
     
    3.3 The Merchant shall pay DIALOG a Commission Rate at the rate set out in the Front Sheet per each order for sale of goods and/or services completed by the Merchant on behalf of the customers via GENIE (“Transaction”).
     
    3.4 The Commission Rate shall be settled in full by the Merchant which will be deducted upon every Transaction.
     
    3.5 The Merchant agrees that DIALOG shall have the right to revise the Commission Rate with prior written notice to the Merchant. 3.6 SETTLEMENT Settlement schedule would be as follows: –
     
    a). A monthly report shall be submitted by DIALOG within seven (7) working days from the end of each month for reconciliation.
    b). Settlement of daily Transactions shall occur within five (5) working days of the date on which the Transaction took place.
     
    3.7 The Merchant may use any value-added services offered on Genie from time to time, upon payment of the applicable fees specified in the relevant invoice issued by DIALOG. The Merchant’s use of the said value-added services shall be subject to the terms specified in this Agreement.
    4.0 RETURNED ITEMS/CHARGEBACKS
    4.1 If:
     
    a). a customer disputes any card transaction or payment for any card transaction (irrespective of the nature or manner of such disputes);
    b). a card transaction is charged back to DIALOG for any reason by the card issuing institution according to the operating rules and regulations of the related card association;
    c). there has been a breach by the Merchant of any term of this Agreement;
    d). the Transaction has not been submitted for processing within the stipulated time period or in accordance with this Agreement;
    e). DIALOG has any reason to believe a Transaction previously submitted hereunder is unlawful, unenforceable, irregular, questionable, not genuine, or is otherwise unacceptable; and/or any other event or circumstance, which DIALOG shall have previously notified to the Merchant in writing for the purpose of this Clause 4.0, has occurred in relation to a Transaction, the Merchant shall, at DIALOG’s request, repurchase such card transaction(s) at the amount of such card transaction(s), which may be deducted from any payment due to the Merchant or may be charged against any of the Merchant’s account(s). If any such amount is non-collectable through withholding from any payments due hereunder or through charging the Merchant’s account(s), the Merchant shall, upon demand by DIALOG, pay DIALOG the full amount of the chargeback.
     
    4.2 The Merchant understands that obtaining an authorization for any Transaction shall not constitute a guarantee of payment and the related Transaction can be charged back to DIALOG as set out herein.
     
    4.3 REVERSALS
     
    a) The Merchant shall be able to reverse a previously settled amount to the customer’s card/account, where the Transaction had occurred within the last Sixty (60) days and the card/account is still active, by making a request to DIALOG via an authorized channel which is informed to the Merchant by DIALOG.
    b) The refund process shall be completed within Five (5) to Seven (7) working days.
    c) The Merchant shall be able to initiate a reversal of the full amount of any Transaction that has not yet been posted for settlement.
    d) For reversals via credit/debit cards, DIALOG will forward the reversal to the external payment gateway provider to reverse the Transaction. For reversals via bank accounts, DIALOG will direct the reversal to the respective bank of the account holder. The Merchant accepts that such reversals are subject to the terms and conditions of the external payment gateway provider or bank, as applicable.
     
    4.4 RESOLUTION OF TRANSACTION DISPUTES/REVERSALS
    For any transaction related disputes, other than network connectivity (transaction disputes and reversals etc.), the customer may contact the Merchant or the GENIE helpdesk.
     
    4.5 The Merchant shall not make a cash refund in respect of chargebacks or reversals.
     
    5.0 OBLIGATIONS OF THE MERCHANT
    5.1 ACCEPTANCE OF GENIE The Merchant shall:
     
    a). promptly honour any payment request for a Transaction by a customer via GENIE ;
    b). offer goods and/or services to customers who wish to make payments via GENIE on terms not less favourable than those offered to customers paying the Merchant through other means including cash;
    c). not use GENIE for any unlawful or unauthorized purpose;
    d). not require or post signs indicating that they require a minimum value for Transactions below which the Merchant shall refuse to honour payment through GENIE.
    e). not accept any cash payment from a customer with respect to goods and/or services paid for via GENIE.
     
    5.2 AUTHORIZATION AND SECURITY
     
    5.2.1 The Merchant shall
     
    a). before completing a Transaction, comply with all security procedures specified by DIALOG from time to time;
    b). adhere to any directives, instructions or guidelines issued by DIALOG relating to security conditions and implement, maintain and operate technical integrations and /or security standards as required by DIALOG from time to time.
     
    Any loss or damage caused to DIALOG or any third party due to the Merchant’s failure or delay in adhering to such procedures or requirements shall be the sole responsibility of the Merchant.
     
    5.2.2 While adhering to security best practices, the Merchants are required to refrain from using the Insecure Protocol Suites set out in Schedule 1 hereto when making connection to https://extmife.dialog.lk from the Merchant’s Application.
     
    5.2.3 The Merchant shall ensure that goods and/or services are delivered to the customers only after receiving appropriate authorisation for the Transaction.
     
    5.2.4 The Merchant shall not effect two or more Transactions to avoid obtaining the relevant authorisations or to obtain authorisation which would not otherwise have been given. The Merchant shall not effect an Transaction when only a part of the amount due to the Merchant from the Customer is included as the transaction amount.
     
    5.2.5 The Merchant acknowledges and accepts that the Merchant shall not be allowed to carry out Transactions if the Merchant is included in the black list of any bank.
     
    5.3 The Merchant shall ensure that its staff:
     
    a). is fully informed about GENIE, including the procedure for registration of customers;
    b). are always courteous to the customers who wish to perform Transactions;
    c). do not commit any act or omission in relation to GENIE, which may result in a claim or action against DIALOG or GENIE and/or cause any damage to the reputation, brand or image of DIALOG or GENIE;
     
    5.4 PAYMENT CARD INFORMATION (DUTY TO NOTIFY)
     
    a) The Merchant must notify DIALOG immediately if it knows or suspects that payment data belonging to DIALOG customers (“Cardholder Data”) held by it, or its Sub-contractors, has been accessed or used other than in accordance with this Agreement (“Unauthorized Use”).
    b) The Merchant shall promptly provide to DIALOG the full details of the Unauthorized Use (including, without limitation, a breakdown of all information lost if taken) and audit reports of the Unauthorized Use.
    c) The Merchant shall, at its own cost, prepare and implement, with DIALOG, a mitigation plan to rectify any issues arising from Unauthorized Use, including, without limitation, obtaining DIALOG’s advance input into and written approval of the Merchant’s communications to cardholders affected by the Unauthorized Use and providing to, or procuring for, DIALOG (and obtaining any waivers necessary to provide or procure) all relevant information to verify their ability to prevent future Unauthorized Use in a manner consistent with this Agreement.
    d) The Merchant must engage, at its sole cost, an independent forensic investigator to conduct a thorough audit of any such Unauthorized Use, or the Merchant must provide (and obtain any waivers necessary to provide) to DIALOG, its forensic investigators and auditors, on request and at the Merchant’s sole cost, full cooperation and access to conduct a thorough audit of such Unauthorized Use. Audits conducted by the Merchant must include forensic reviews and reports on compliance, as well as any and all information related to the Unauthorized Use and must identify the cause of the Unauthorized Use and confirm whether or not the Merchant was in compliance with the PCI DSS at the time of the Unauthorized Use.
    e) Without prejudice to the other rights and liabilities under the Agreement, the Merchant indemnifies Dialog for all fraudulent transactions related to such Unauthorized Use and all costs, fees, and expenses, including claims from other third parties and all costs incurred by Dialog as a result of the Unauthorized Use.
     
    5.5 At the request of DIALOG, the Merchant shall submit to DIALOG an irrevocable, unconditional, and on demand bank guarantee (in a format agreeable to DIALOG) issued by a licensed commercial bank operating in Sri Lanka equivalent to the value indicated in the Front Sheet to be valid until the expiration or early termination of this Agreement, against all/any act/s of negligence, error or omission, wrong doing, breach of duty, dishonesty or infidelity, sabotage, cessation of work, work to rule, strikes, terrorism, assault or battery, loss/damage to property of DIALOG, breach of contractual liability under this Agreement and to hold DIALOG and/or its employees harmless against any loss or damage or liability. However, any recovery under the said bank guarantee shall not relieve the Merchant from the obligation to comply with the terms and conditions under this Agreement or under any other law.
     
    5.6 The Merchant shall encourage customers to make payments through GENIE when making payments for transactions.
     
    5.7 ACCESS CREDENTIALS
     
    a) The Merchant shall be responsible for ensuring the security of the access credentials provided to him to access GENIE. If a third party accesses the GENIE Account using the access credentials provided to the Merchant, with or without his authorization, for all intents and purposes such access shall be considered an authorised access. b) The Merchant shall use the GENIE access credentials solely for the Website and/or mobile application specified in the Merchant’s Application.
     
    5.8 The Merchant shall keep all customer information confidential and shall not use such information for any other purpose except for the purpose of fulfilling its obligations under this Agreement.
     
    5.9 The Merchant hereby confirms that its personnel have been adequately trained in the GENIE procedure.
     
    5.10 The Merchant shall not engage any third party in the Transactions without the prior written consent of DIALOG.
     
    5.11 The Merchant agrees and accepts that all documents and directions issued by DIALOG in writing relating to GENIE from time to time shall form part and parcel of this Agreement.
     
    5.12 USE OF NAMES AND LOGOS
     
    The Merchant shall prominently display in the place or places of business nominated, GENIE details, insignia and other material provided by DIALOG for the purposes of display and shall notify the public that payments for transactions can be made through GENIE. The Merchant hereby irrevocably authorizes DIALOG to include the name and logos of the Merchant, in any advertising or promotional material in connection with GENIE.
     
    5.13 The Merchant shall ensure that the Transactions are reconciled against the Genie portal on a daily basis. In the event of any discrepancy, the Merchant shall contact the Genie relationship manager immediately. The decision of DIALOG with regard to such discrepancy based on the detailed transaction logs maintained by DIALOG shall be final.
     
    5.14 REPORTING
     
    The Merchant shall maintain a monthly report with the full details of the Transactions concluded through GENIE by the Merchant for the respective month and submit the same to DIALOG. In the event of any dispute relating to the settlement of the Commission Rate for the said month, the Parties shall endeavour to resolve all such disputes amicably, failing which however the decision of DIALOG with regard to such dispute based on the detailed transaction logs maintained by DIALOG shall be final.
     
    5.15 The Merchant shall allow DIALOG to visit and examine the books of accounts and any other records connected with GENIE and/or GENIE Transactions with prior notice and the Merchant shall co-operate with the representative of DIALOG to the best of its ability to facilitate this process.
     
    5.16 WEBSITE / MOBILE APPLICATION REQUIREMENTS The Merchant shall ensure that the Merchant’s website and/or mobile application;
     
    a) complies with the requirements reasonably imposed by DIALOG from time to time. The current requirements are set out in Schedule 2 hereto.
    b) contains a prominent notice stating that the card payment transactions conducted with the Merchant comply with SSL or other security conditions approved by DIALOG in writing, which notice shall also feature therein the relevant marks as required by DIALOG to convey that the Website is a secure site.
    c) does not contain any name, trade name, trademark, logo or other symbol of any bank unless specifically approved by such bank in writing.
    d) does not contain any material that are of an illegal, pornographic, defamatory or scandalous character.
     
    5.17 The Merchant shall provide reasonable assistance for the prevention and detection of fraud in respect of any Transaction as DIALOG may from time to time request.
     
    5.18 The Merchant shall retain all documents and records relating to each Transaction for a period not less than six ( 6) years and produce the same to Dialog on request. Such documents and records shall contain information with regard to each Transaction such as but not limited to, transaction date, transaction amount, transaction currency, authorisation code, description of goods and/or services supplied.
     
    5.19 In respect of each Transaction, the Merchant shall provide to the customer a record of such Transaction (by electronic means, surface mail or other methods acceptable to DIALOG) which shall include all or as applicable, the information contained in Schedule 3 hereto.
     
    5.20 The Merchant shall inform DIALOG of the occurrence of any of the information contained in Schedule 4 hereto, in writing prior to its effective date.
     
    6.0 OBLIGATIONS OF DIALOG
    6.1 DIALOG shall provide to the Merchant access to the GENIE system.
    7.0 LIMITATION OF LIABILITY
    7.1 GENIE is provided on an “as is” basis without representations of any kind whether express or implied, to the fullest extent permitted by law.
     
    7.2 DIALOG SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES, WHETHER DIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL, (INCLUDING BUT NOT LIMITED TO LOSS OF INCOME OR PROFITS), WHETHER OR NOT DIALOG HAD KNOWLEDGE THAT SUCH DAMAGES MIGHT BE INCURRED, UNLESS SUCH DAMAGES WERE CAUSED BY DIALOG’S OWN WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, DIALOG’S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE VALUE OF TRANSACTIONS COMPLETED THROUGH GENIE FOR THE MONTH PRECEDING THE MONTH IN WHICH THE LOSS OR DAMAGE OCCURRED.
     
    7.3 DIALOG shall not be liable for loss, damage, or delay caused by events which DIALOG cannot control, including but not limited to acts of God, perils of the air, weather conditions, mechanical delays, delays in information flows, threats to cybersecurity, acts of public enemies, war, strikes, civil commotions, or acts or omissions of the government and/or public authorities with actual or apparent authority.
     
    8.0 INDEMNITY
    8.1 The Merchant shall indemnify and keep DIALOG fully indemnified from and against all actions, claims, demands, cost, expenses, liabilities, loss, damages or other monetary relief (including without limitation any fines imposed under Card Networks and Regulators’ operating rules and regulations) brought, made or awarded against or incurred by DIALOG resulting (directly or indirectly) from any breach or non-performance of conditions contained in this Agreement by the Merchant or in connection with DIALOG acting on the instructions of the Merchant received by fax or email or arising directly or indirectly out of any negligent act or omission, willful default or breach of statutory duty on the part of the Merchant, including breach of DIALOG and third party intellectual property rights.
    9.0 EXCLUSIVITY
    9.1 The Merchant shall not engage in any program similar in nature to GENIE and/or involving in any way whatsoever the use of a mobile phone for the operation of a payment aggregation system for duration of One (01) year from the date of execution of this Agreement.
    10.0 TERM AND TERMINATION
     
    10.1 This Agreement shall be valid from the Effective Date set out in the Front Sheet hereto until terminated by either Party in terms of this Agreement.
     
    10.2 Either Party may terminate this Agreement if the other Party breaches any of the terms herein contained and the same is not cured within Thirty (30) days of notice of the said breach by the non-defaulting Party to the defaulting Party, unless such time period allowed for curing of the breach is further extended by mutual agreement.
     
    10.3 The Merchant may terminate this Agreement with Thirty (30) Days written notice to DIALOG, without assigning any reason therefor.
     
    10.4 DIALOG may at its absolute discretion with prior notice to the Merchant, immediately terminate this Agreement or suspend the Merchant’s access to Genie without reason, impose conditions or restrictions on the Merchant in respect of the use of Genie or change the procedures or the mode of operation of Genie.
     
    10.5 DIALOG may immediately terminate this Agreement in the event of any violation of law or regulation by the Merchant or where Genie is used by the Merchant for an unlawful or unauthorized purpose.
     
    10.6 If DIALOG suspects, on reasonable grounds, that the Merchant has committed a breach of this Agreement or an act of dishonesty or fraud against DIALOG, the external payment gateway provider, the bank or any customer, DIALOG, strictly without prejudice to its right to proceed legally against the Merchant or lodge a claim for the repayment of monies already settled by the Bank, shall be entitled to suspend all payments under this Agreement to the Merchant and/or immediately terminate this Agreement subject to Clause 10.2 herein.
     
    10.7 EFFECTS OF TERMINATION
     
    Upon the termination of this Agreement as set in this Clause 10:
     
    a) Such termination shall not affect any provision of this Agreement which is expressed or intended to survive or operate in the event of termination of this Agreement and shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement occurring prior to termination or in respect of any moneys payable by either Party to the other or in
    b) respect of any other rights accrued in each case in respect of any period prior to termination;
    Such termination shall not prejudice the benefits provided to customers by either Party and both Parties undertake to fulfill their respective obligations under this Agreement towards any customer serviced prior to any termination;
    c) The Merchant shall with immediate effect or within a period as notified by DIALOG send to DIALOG or otherwise dispose of in accordance with the directions of DIALOG all property of DIALOG in its possession or under its control including but without limitation all samples and any advertising, promotional or sales material relating to GENIE, applications, equipment then in the possession or under the control of the Merchant;
    d) The Merchant shall no longer hold himself out as an entity authorized by DIALOG and shall cease to promote, market, advertise or operate GENIE;
    e) All rights granted by DIALOG to the Merchant to use the Intellectual Property pursuant to this Agreement shall automatically cease;
    f) Any costs incurred by DIALOG in complying with the provisions of this Agreement specifically at the request of the Merchant shall be for the account of the Merchant;
    g) The Merchant shall have no claim against DIALOG for indemnification or compensation, whether for loss of income, loss of goodwill or otherwise, direct or indirect; and
    h) The Parties shall settle all dues within a period of sixty (60) days from the date of termination of the Agreement.
     
    11.0 FORCE MAJEURE
    11.1 No Party hereto shall be deemed to be in default of any provisions hereof for any delay, failure in performance or interruption of services resulting directly or indirectly from an act of God or military or governmental authority, acts of public enemy, civil disturbance, acts of war - whether declared or not, accident, fire, explosion, epidemic, quarantine restriction, earthquake, flood or any other natural disaster or any other event beyond the reasonable control of any Party (hereinafter referred to as “Force Majeure Events”), provided the Party facing such Force Majeure Event shall within Forty Eight (48) hours issue a notice in writing to the other Party (a “Force Majeure Notice”) detailing the occurrence of such Force Majeure Event and its anticipated effect upon the performance of the Agreement. As appropriate the Force Majeure Notice shall also state any extension of time that is required by such Party and the details of any alternative method sought by such Party to fulfill its contractual obligations under the Agreement and additional cost, if any, involved in such alternate method.
     
    11.2 The Party receiving the Force Majeure Notice may, at its sole discretion agree with such extension of time, alternate method or agree to additional cost sought by the Party sending such Notice. If such agreement is reached by the Parties, it will amount to a modification or amendment to the Agreement.
     
    11.3 If the Force Majeure Event shall prevail for more than Thirty (30) Days, the Party receiving such Force Majeure Notice may immediately after the said Thirty (30) Days period, terminate this Agreement, without prejudice to the other Party, by giving the other Party notice in writing, notwithstanding any agreement reached by the Parties under Clause 11.2 above. Neither Party shall be liable to pay the other any damages upon such termination.
     
    12.0 ASSIGNMENT
    12.1 The Merchant shall not assign all or any part of this Agreement to any other party without prior written approval of DIALOG. DIALOG reserves the right to assign this Agreement to any of its subsidiaries.
    13.0 WAIVER
    13.1 No delay, neglect or forbearance on the part of either Party in enforcing against the other Party any term or condition of the Agreement and no grant of any extension of time by either Party (whether with or without consideration thereof) shall be deemed to be a waiver of or in any way prejudice any right of either Party under the Agreement against the other Party. No waiver of any term or condition hereof by either Party shall be deemed a waiver of any other term or condition.
    14.0 SEVERABILITY
    14.1 In the event any provision of this Agreement including those relating to any limitation of liability or limitation on warranties is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
    15.0 ENTIRE AGREEMENT
    15.1 This Agreement constitutes the complete agreement between the Parties hereto and supersedes all prior or contemporaneous agreements or representations written or oral concerning the subject matter of this Agreement.
    16.0 APPLICABLE LAW
    16.1 This Agreement shall be governed and construed in accordance with the laws of Sri Lanka.
    17.0 SETTLEMENT OF DISPUTES
    17.1 Any interpretation, dispute or difference whatsoever arising between the Parties relating to this Agreement or any provision thereof, shall be resolved by a court of law with competent jurisdiction in Sri Lanka.
    18.0 NOTICE
    18.1 Unless specified otherwise, DIALOG may give notice to the Merchant by publishing on its website or in at least one Sinhala, Tamil and English newspaper in circulation or by electronic mail or by pre-paid post or by sending a text message to the MSISDN of the Merchant. For avoidance of doubt, DIALOG may notify the Merchant in any one of the ways set out above.
     
    18.2 Notice shall be deemed to have been duly served upon and received by the Merchant, (a) if published on the website, at the time of publication; (b) if published in the newspaper, on the day of such publication; (c) if sent by electronic mail, at the time it was sent; (d) if sent by pre-paid post, on the day following the dispatch of the prepaid letter; (e) if sent by text message at the time the text message was sent.
     
    19.0 CONFIDENTIALITY
    19.1 The Parties shall keep confidential all information including all customer information, account details, customer payment mode details, technical information, documentation, software, drawings, developments or improvements or processes, design, know-how and other unpublished information transmitted or made available directly or indirectly to them by the other Party regarding the subject matter hereof (‘Confidential Information’). This Agreement is confidential.
     
    19.2 No disclosure of any such Confidential Information shall be made to third parties without the written consent of the other Party unless such information has already been published or has been in the possession of one Party other than through the other Party or a person deriving such information, directly or indirectly from such other Party or unless such disclosure is a requirement imposed by a government agency or is otherwise required to be disclosed by operation of law.
     
    19.3 The obligation imposed on each Party under this Clause 19 shall apply during the term of this Agreement and shall survive the expiration or sooner termination hereof.
     
    19.4 Both Parties agree to use such Confidential Information only for matters described in this Agreement.
     
    19.5 The Merchant shall obtain express written undertakings from any person to whom Confidential Information is disclosed as stipulated in this Clause on a strict need to know basis, that such persons shall preserve/maintain confidentiality of the information notwithstanding termination or expiration of the term of employment, consultancy, advisory services or any other relationship with the Merchant pursuant to which same was received. The Merchant shall be fully responsible and liable for all acts or omissions of any person to whom Confidential Information is disclosed in terms of this Clause 19.5 and for any breaches of information security by such persons.
     
    19.6 The Merchant acknowledges and provides consent to DIALOG to disclose Confidential Information to the external payment gateway provider or the bank to the extent necessary to carry out the engagement contemplated in this Agreement. Such information may include, but not be limited to this Agreement, business registration/identification documents of the Merchant, bank account statements of the Merchant and details relating to the Transactions.
     
    19.7 DIALOG shall be entitled to audit the controls, security measures and/or safeguards applied by the Merchant with regard to the Confidential Information disclosed to it by DIALOG.
     
    20.0 PUBLICITY
    20.1 Unless provided otherwise, the Merchant shall not advertise, promote or publicize any matter related to this Agreement without the prior written approval of DIALOG. DIALOG reserves the right to advertise, promote or publicize any matter related to this Agreement with or without prior notification of same to the Merchant.
    21.0 INTELLECTUAL PROPERTY
    21.1 During the term of this Agreement, the Merchant hereby grants to DIALOG a non-exclusive, revocable, non-transferable license to use the intellectual property including trademarks and logos, of the Merchant for the purpose of marketing and promoting GENIE.
     
    21.2 During the term of this Agreement, DIALOG hereby grants to the Merchant a non-exclusive, revocable, non-transferable license to use the trademarks and logos of DIALOG for the sole purpose of marketing GENIE in terms of this Agreement, with notice to DIALOG.
     
    21.3 The Parties shall use the said trademarks and logos of the other Party only in the exact form and style and type approved by such other Party.
     
    21.4 The Merchant shall indemnify DIALOG against any claims for the infringement of any third party Intellectual Property rights arising from the use of any of the Merchant’s trademarks or logos as stipulated herein.
     
    21.5 Nothing in this Agreement shall give either Party any rights, title and interest in respect of any trade names, trademarks, service marks, logos or any other intellectual property right of or used by the other Party (“Marks”) or of the goodwill associated therewith, and each Party hereby acknowledges that, except as expressly provided in this Agreement, it shall not acquire any rights in respect thereof and that all such right, title, interest and goodwill are, and shall remain, vested in the other Party at all times. The use of the Intellectual Property rights by one Party shall not in any way whatsoever dilute any rights, interest and title of the other Party.
     
    21.6 Either Party shall not use in Sri Lanka any trademarks, service marks, logos or trade names so resembling the Marks of the other Party as to be likely to cause confusion or deception.
     
    22.0 RELATIONSHIP OF PARTIES
    22.1 Nothing in this Agreement shall be taken to create any joint venture, partnership or other similar arrangement between the Parties. The Merchant shall at all times, stand in relation to DIALOG as an independent contractor. Neither Party is or may hold itself out to any third party as being the agent of the other.
    23.0 AMENDMENTS
    23.1 The Merchant agrees that DIALOG shall have the right at all times to amend these terms and conditions and the most up to date version of the Merchant Terms and Conditions shall be available at www.genie.lk under Terms and Conditions page (refer Merchant Terms and Conditions). Such amendments or introduction of new terms on the said webpage shall be binding on the Merchant upon introduction.
    24.0 PRIVACY NOTICE
    24.1 DIALOG shall collect personal data in accordance with DIALOG’s Privacy Notice available at https://www.dialog.lk/privacy-notice.
     
    24.2 By agreeing to these Terms and Conditions, the Merchant hereby agrees to DIALOG's collection and use of personal information and acknowledges to have read and accepted DIALOG's Privacy Notice.
     
    25.0 ANTI-BRIBERY AND ANTI-CORRUPTION
    25.1 The Merchant shall comply with the Anti-Bribery and Anti-Corruption Clauses located at https://www.dialog.lk/dialogdocroot/content/pdf/legal/anti-bribery-and-anti-corruption-clauses11.pdf or at such other location as DIALOG may determine from time-to-time.
    26.0 DATA PROTECTION
    26.1 The Merchant shall comply with the Data Protection and Privacy Clauses located at https://www.dialog.lk/dialogdocroot/content/pdf/legal/data-protection-and-privacy-clauses1.pdf or at such other location as DIALOG may determine from time-to-time.
    27.0 INFORMATION SECURITY
    27.1 The COMPANY shall comply with the Information Security Clauses and Network Access Clauses located at https://www.dialog.lk/dialogdocroot/content/pdf/legal/supplier-information-security-clauses-dap.pdf or at such other location as DIALOG may determine from time-to-time.
    28.0 WARRANTY OF AUTHORITY
    28.1 The Parties hereto represent and warrant to each other that their authorized signatories are entitled to sign on their behalf and the rights and obligations of each of the Parties hereto shall be legally valid and binding and enforceable on them.
    Dialog Axiata PLC
    Schedule 1
    Insecure Protocol Suites
     
    1. TLS 1.0
    2. TLS 1.1
    3. SSL 2.0
    4. SSL 3.0
     
    Insecure Cipher Suits when (With TLS 1.2)
    Schedule 2 - Website / Mobile Application Requirements
    The Merchant Website and /or Mobile Application must contain all of the following information: -
     
    a). Corporate information, trading name most recognizable to the cardholder, postal address, email address, telephone number(s) and country of domicile of the business.
    b). Return/refund/cancellation policies. If there is limited refund or "no refund" policy, this must be very clearly communicated to customers before the purchase decision is made.
    c). All customer service contact information, e.g., e-mail address, telephone numbers (including country code, toll-free and non-toll-free numbers, facsimile numbers, etc.), and have the resource available to address customers queries with due diligence.
    d). Policy regarding delivery of goods, inclusive of any restrictions or other special condition in place.
    e). Data privacy policy must be clearly stated including what type of information is collected, the purpose of collecting the data, when the information is being collected, how cardholder information will be used, to what extent it will be shared in any way with a third party and if and how a consumer can restrict the use of his/her personal information.
    f). If you provide recurring goods or services e.g. subscriptions, membership fees etc, and charge a cardholder's account periodically, you must obtain a written permission in a format such as hard-copy or electronic record from the cardholder for the goods or services to be charged to the cardholder’s account. The written permission must at least specify transaction amount, frequency of recurring charges and duration of time for which the cardholder's permission is granted. You must retain the written permission for the duration of the recurring services. A simple and easily accessible online cancellation procedure must be in place if the cardholder’s request for goods or services was initially accepted online.
    g). Information about the method of transaction security used to secure cardholder account data during the ordering and payment process must be provided to the consumer. It should include what level and type of security is being used (e.g. Secure Socket Layer (SSL) with 40-/56-/128- bit encryption keys), why it is being used in general, what steps are taken to ensure data quality and access, how it is being held and where, what the consumer will benefit from it, what pages will be secured etc. This information needs to be clear and easy to understand.
     
    All values on the Merchant Website and /or Mobile Application must be denominated in Sri Lankan Rupees (LKR), United States Dollars (USD), Great Britain Pounds (GBP) or Euros (EUR) or any other currency as agreed with DIALOG.
    Schedule 3 - Record of Transactions
    a). Merchants’ URL or on-line address;
    b). A list of any restrictions on returns or refunds;
    c). A description of goods and/or services supplied;
    d). The name of the Merchant and, if the supplier of goods and/or services is not the Merchant, the supplier;
    e). The transaction amount and currency;
    f). The authorization code and the date of obtaining the same;
    g). The Merchant’s delivery policy and any related restrictions,
     
    provided that, if such record is sent by electronic means, it must not contain Card and/or account data
    Schedule 4 - Change of Particulars
    a). Any closure of, or change in location, of shops or offices;
    b). Cessation of the Merchant’s business;
    c). Any change in the nature of the business carried on by the Merchant;
    d). Any material changes in the management of the Merchant;
    e). Any change in the Merchant’s legal status (such as from a sole proprietorship to a partnership or limited company or vice versa);
    f). Any change in the Merchant’s URL or on-line address; or
    g). Any change in any other material particulars relating to the Merchant supplied to DIALOG in connection with this Agreement at any time.
    Dialog Axiata PLC