ABA POINT PROMGRAM Merchant Agreement

Transcription

1 ABA POINT PROMGRAM Merchant Agreement THIS AGREEMENT is made and entered into as of the day of, 2013 by and between ADVANCED BANK OF ASIA LIMITED, a commercial bank incorporated under the laws of Cambodia and having its head office at #148, Preah Sihanouk Blvd., Boeung Keng Kang 1, Khan Chamkarmon, (herein after referred to as Bank ),and, a, with its principal place of business at (hereinafter referred to as Merchant ). WHEREAS, Bank and Merchant desire to build alliance to offer the public the opportunity to purchase goods and/or services with discounts at Merchant locations in case of using any Bank cards. WHEREAS, Bank has developed ABA POINT Program (the Program )to provide additional services for Bank cardholders; WHEREAS, Merchant desires to participate in the Program in order to attract more clients and raise the volume and quantity of purchases in his/her premises. NOW, THEREFORE, in consideration of the agreements herein contained, it is hereby mutually agreed and covenanted between the undersigned parties as follows: 1. Discount. Subject to the terms and conditions of this Agreement, Merchant does hereby agree to discount percent ( %) off on all items and/or services purchased by a Program participant at any of Merchant s retail locations OR (other specific offer). A Program Participant is defined as any Bank cards owner. Merchant s obligation to discount items and/or services purchased by a Program participant is contingent upon said participant s presentation of the any Bank s card at the point of purchase. The Program discount card is the card issued by Bank can be identified by the statement ABA Bank on the card. 2. Advertising Participation. Subject to the terms and conditions of this agreement, BANK does hereby agree to include Merchant s name as a participating entity in the Program on flyers, website, booklets, and other forms of communications and disseminations. The program will also be promoted through the banks communication channels when possible, including, but not limited to, the Bank web-site direct , so-called Web 2.0 strategies such as social networking and twitter, other online, print and/or radio/tv advertising, public relations releases and other strategies. Merchant hereby agrees to display window/door Program related decals provided by Bank. (See Appendix A for merchant listing definitions and advertisement participation.) 3. Terms of duration and Termination. This Agreement shall become effective upon acceptance by Bank on signature date. The initial term of this agreement shall be two (02) years beginning on the signature date, and it shall be automatically renew at the end of

2 the initial term unless ABA Bank received written notice of termination of this agreement from merchant before the expiry date of the term. The merchant must notify ABA Bank no less than thirty (30) calendar days prior the termination date of this agreement. Additionally, this agreement may be terminated by ABA Bank with or without cause at any time and without prior notice or when merchant breaches any part of the terms and conditions of this agreement. 4. Indemnification. Merchant hereby agrees to indemnify, hold harmless and defend the Bank and any director, officers, employees or agent of Bank from and against any and all liabilities, losses, claims, lawsuits, damages, injuries, costs, expenses or detriments, including reasonable attorney s fees which incurred, arising out of, or related to any acts or omissions by Merchant and/or Merchant s employees or agents, in connection with participation in the Program on or after the date of execution of this Agreement. In particular, Merchant agrees to indemnify Bank against any costs or expenses (including legal fees) resulting from Merchant s failure to honor the Program discount card or failure to honor the agreed to discount as stated in Section 1 of this Agreement. BANK hereby agrees to indemnify, hold harmless and defend Merchant and any shareholder, director, officer or employee of Merchant from and against any and all liabilities, losses, claims, lawsuits, damages, injuries, costs, expenses or detriments, including reasonable attorney s fees, arising out of, relating to, or incurred in connection with any acts or omissions by Bank and/or Bank s authorized employees or agents, in connection with participation in the Program on or after the date of execution of this Agreement. 5. Relationship of Parties. Nothing contained herein shall be construed to place the parties in an employment relationship or in the relationship of partners or joint ventures and neither party shall have any right or power to obligate or bind the other in any manner whatsoever except as authorized in this Agreement or otherwise specifically authorized in writing. 6. Assignment. This Agreement and the rights and obligations created hereunder shall not be assignable by either party, either voluntarily or by operation of the law, without the express written consent of the other party. Any assignment without such consent shall be null and void. 7. Waiver of Breach. The waiver by Bank of a breach of any provisions of this Agreement by Merchant shall not operate or be construed as a waiver of any subsequent breach by Merchant. 8. Notice. Any notice required or implied by this Agreement shall be sufficient if given by personal delivery or certified mail, return receipt requested, to the person and at the address listed below or such other persons and addresses as shall be communicated to the other party by the party to whom notice is intended to be given: If intended for BANK: Abdullayev Sanzhar, Head of Card Department, Advanced Bank of Asia Ltd., #151, Mao TseToung Blvd.,

3 If intended for Merchant: 9. Severability. The provisions of this Agreement are separable. If one or more of the provisions of this Agreement are held invalid by any court of competent jurisdiction or are voided or nullified for any reason, the remaining provisions and paragraphs shall continue in full force and effect and shall be binding on the parties so as to carry out the intent and purposes of the parties as nearly as possible. 10. Governing Law. The terms and conditions in this agreement shall be construed and enforced in accordance with the Cambodia law and shall be bound by both the merchant and ABA Bank. Any alteration or modification of the provisions to this Agreement shall not be effective unless reduced to writing and executed by the parties.

4 ABA POINT PROGRAM Appendix A Merchants Listing in ABA POINT Brochure As part of merchants agreement you are entitled to regular/premium listing (depending on participation) and map listing which will be available on our brochures and website page. Regular Listing Merchant with Discount of 14% or less will be presented with bold highlight of their establishment/property name and basic information such as address, telephone number, fax, branches (this will depend on the location as well i.e. if branches are in Siem Reap or Phnom Penh it will be listed according to Location with the same information) and the percentage discounts. Be reminded that design may vary according to the banks brochure-branding image. Map Listing All merchants joining this program will be given a chance to be listed on our map which will be available both online (both PC and android phones) and print. Establishments will be color coded according to each classification. Premium Listing Merchant with Discount of 15% or more will have a privilege to have their logo to highlight their listing apart from the basic information of the Merchant which includes their Establishment/ Property name, Address, Telephone Number, Fax, branches (this will depend on the location as well i.e. if branches are in Siem Reap or Phnom Penh it will be listed according to Location with the same information) and the percentage discounts. Be reminded that design may vary according to the banks brochure-branding image. Advertising Privilege Full page Advertising $800 ABA bank as the publisher and owner of the brochure has the right to change with advertisers permission their advertisement inline with its corporate image. Full page advertisement will only consist of advertisers contact information & branch, logo, 1 full image and the discount entitled by the card holder. Sample Mock-up

5 Below is our sample mock-up for on how your establishments will be presented. Basically it will have your Establishments name, address, contact detail and the percentage discount that you offer. Design will vary on ABA corporate image and may change from time to time. Merchants Participation Business Name: Contact Person: Position: Type of Participation (Check box) Regular Map Premium Full Page Advertisement List of Establishments/branches: IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. BANK Merchant ADVANCED BANK OF ASIA LTD. By: Mr. Abdullayev Sanzhar Title: Head of Card Department By: Title:

6 Date: Date: Telephone: