User Agreement
TezSum registration
TezSum service provides an opportunity for individuals to conduct financial services through an electronic wallet which is a joint product of Tcell Tajikistan and The First MicroFinance Bank Tajikistan and is licensed by The First MicroFinance Bank.

This service allows you to:

Transfer money from your Tcell mobile balance to your TezSum Account

Transfer money from wallet to Korti Milli Card and between Korti Milli Cards

Pay bills including telecommunications, commercial television, electricity and other services from wallet balance or Korti Milli card
TezSum User Agreement
Welcome to TezSum



The TezSum M-wallet offering has two main components:

(1) The TezSum service ("Service") and

(2) The FMFB mobile wallet account ("Account")

In order to subscribe to TezSum M-Wallet, you must follow the terms and conditions of both the TezSum Service Agreement ("Service Agreement") and the FMFB Mobile Wallet Account Agreement ("Account Agreement"), each of which is contained in this document.

The Service Agreement is between you and CJSC Indigo Tajikistan ("Tcell") and consists of:

- Section 1 – terms and conditions as they apply to the Service Agreement (as described in Section 1.1.1);

- Section 2 – additional terms and conditions applicable to the Service Agreement;

- Section 4 - definitions; the User Manual; and the Schedule of Fees.

The Account Agreement is between you and First Micro Finance Bank ("FMFB") and consists of:

- Section 1 – terms and conditions as they apply to the Account Agreement (as described in Section 1.1.1);

- Section 3 – additional terms and conditions applicable to the Account Agreement;

- Section 4 - definitions; the User Manual; and the Schedule of Fees.

Your registration for, and use of, the Service and the Account is confirmation that you agree to all of the terms and conditions in this document.

Your Tcell mobile telecommunication subscription, and any fees for it, are separate from the Tcell M-Wallet Program, the Service and the Account and are not included in the Schedule of Fees.



SECTION 1. TERMS AND CONDITIONS APPLICABLE TO THE SERVICES AGREEMENT AND/OR ACCOUNT AGREEMENT



1.1 GENERAL

1.1.1 The terms and conditions in this Section 1 that refer to the Service Agreement, the Service and/or Tcell apply between you and Tcell as part of the Service Agreement. The terms and conditions contained in this Section 1 that refer to the Account Agreement, the Account and/or FMFB apply between you and FMFB as part of the Account Agreement. The terms and conditions in this Section 1 that do not specifically reference to either:

- the Service Agreement, the Service and/or Tcell or

- the Account Agreement, the Account and/or FMFB

apply to both the Service Agreement and the Account Agreement.

1.2 SERVICE AND ACCOUNT – TYPES, FUNCTIONS AND USE

1.2.1 Once you have completed the TezSum registration process referenced in this document and the Service and Account are activated, you will be able to conduct Cash-In transactions by visiting an Agent. You will also be able to perform other financial transactions through a mobile phone including where applicable:

- Perform funds transfers to another or entity enrolled in the TezSum program as per the limit defined by the existing legislation on the anti money laundering and financing terrorism in Republic of Tajikistan and the internal rules of FMFB;

- Purchase minutes on your Tcell mobile telecommunication subscription;

- Check your Account balance and the last few posted transactions.

You will be notified of any additional feature(s) that may be offered in the future as part of the Service and Account.



1.2.2 You are responsible for the transactions made using the Service and the Account. You must promptly review the transactions that are posted to your Account and must notify Tcell Customer Care within 15 days of the date of the transaction of any error or discrepancy. If you fail to do so, you will have waived your right to dispute the transaction(s) or recover from FMFB or Tcell any losses with respect to the transaction(s) (regardless of whether the transactions were authorized or not) and neither Tcell nor FMFB will have any liability to you whatsoever.



In case of any disputes on the payments done inside for the Tajik service providers, you has right to apply to complain within 30 days. If you have complaint for the services of the international providers, you could apply within 60 days.



1.2.2 You will use the Service and the Account according to all applicable laws and the directives and instructions of the NBT.



1.3 REGISTRATION AND ACTIVATION OF THE SERVICE AND ACCOUNT

1.3.1 You can only apply for the Service and Account if:

- You are an active Tcell mobile telecommunication subscriber and

- You are 18 years of age or older.

1.3.2 You can only apply for, and receive activation of, the Service and Account with respect to one mobile phone.

1.3.3 By applying for the Service and Account you confirm that you are 18 years of age or older.

1.3.5 Tcell and/or FMFB may require you to provide further personal information before a decision is made on your application. Tcell and/or FMFB can decline your application for any reason whatsoever in Tcell's and/or FMFB's sole discretion including, without limitation, if Tcell or FMFB is not satisfied with proof of your identity.

1.3.6 All information you provide during registration and throughout your ongoing use of the Service and Account must be complete and accurate.



1.4 SECURITY, CONSENT, UNAUTHORIZED USE AND FRAUD PREVENTION

1.4.1 You must select a confidential Personal Identification Number ('PIN") during registration. This PIN is mandatory for the use of the Service and the Account. It is an electronic signature which identifies you, confirms your instructions and has the same effect as if you provided your signature in writing. You cannot log-in to the application without this PIN

1.4.2 Each time the PIN is requested, you will have three (3) attempts to enter the correct PIN. If you enter the wrong PIN on your third attempt, the Service and Account will be disabled. For the purposes on indetification you request, the SMS code will be considered as a analog of your signature as per the requirement of the Civil legislation of the Republic of Tajikistan.

1.4.3 Tcell and FMFB uses the PIN and/or, in the case of your calls to TezSum Customer Care, authentication questions to confirm your identity. These methods give to Tcell and FMFB your authorization to execute your instructions, including debiting your Account. Written instructions are not required.

1.4.4 You are responsible for keeping your PIN secret. You must not disclose your PIN to anyone, including Agents, Tcell or FMFB, and you must not write it down on any document or store it in your mobile phone. You must be sure to input your PIN out of sight of any individual.

1.4.5 You, Tcell and FMFB each respectively acknowledge the validity of transactions and operations carried out with electronic supports.

1.4.6 You, Tcell and FMFB each respectively acknowledge the reliability, integrity and probative value of the data and information contained in communications and electronic documents exchanged. The electronic communications and data exchanged during the performance of transactions are a proof of the transaction itself. Tcell keeps these data for filing purposes according to legal requirements.

1.4.7 If at any time you believe or know that your mobile phone or PIN is defective or has been stolen or compromised or that the Service and Account are being used without your permission, you must call TezSum Customer Care immediately. You will remain responsible for transactions made using the Service and the Account until the time that you have notified TezSum Customer Care. You are responsible to notify TCELL/FMFB in case if you telephone was stolen and you believe that your account was compromised immediately once the case occurred; otherwise TCELL/FMFB does not bear any responsibility.

1.4.8 You agree that you will not use the Service and Account to make payment for illegal products or services or for any unlawful or fraudulent activity.

1.4.9 You agree to cooperate fully in any investigation of illegal or fraudulent activity relating to your use of the Service and Account.

1.4.10 You consent to Tcell and/or FMFB carrying out identity and fraud prevention checks and sharing information relating to your application with the Tajikistan police or any fraud prevention or security agency.

1.4.11 Tcell and/or FMFB will provide details to the Tajikistan appropriate law enforsment agency, the supervisory state agencies any information on yiur transaction within the scope of the Tajik legislation, as well as on the any fraud prevention or security agency relating to your use of the Service that gives Tcell reasonable cause to suspect that it is being used for improper purposes.

1.4.12 You understand and agree that the record of this suspicion will then be available to other member of the Tajikistan police or any fraud prevention or security agency should they carry out credit or other checks on your name.



1.5 TezSum CUSTOMER CARE

1.5.1 Should you have any questions, comments or complaints about the TezSum program, the Service and/or your Account, you can contact TezSum Customer Care at the number indicated in the User Manual. You can also contact TezSum Customer Care to:

 verify the authenticity, identity and location of any Agent and the validity of that Agents

business relationship with FMFB;

 notify Tcell and FMFB of a change in your personal information ; or

 notify Tcell and FMFB with respect to any other matter related to the Service and Account.



1.6 FEES AND TAXES

1.6.1 For using the Service and Account, you agree to pay the fees set out in the Schedule of Fees which is posted at the Agent locations or which Tcell or FMFB provides to you.

1.6.2 The Fees include the TOT and any other taxes that may apply. If the applicable laws require it, you hereby authorize Tcell and/or FMFB to collect on behalf of the applicable government tax department any tax which must be remitted. Fees (including the taxes) are collected by automatic debit from the Account.



1.7 INDEMNIFICATION

1.7.1 You agree to indemnify Tcell and FMFB, and their respective affiliates, officers, directors, employees and agents, from and against any and all claims or losses:

 arising as a result of your non-compliance with the terms of the Service Agreement and/or

Account Agreement and/or

 arising from any other event related to your use of the Service and the Account.



1.8 LIMITATION OF LIABILITY

1.8.1 You acknowledge and agree that neither Tcell nor FMFB will be responsible for:

- the failure or delay of any person to provide goods or services to you or for the quality or performance of the goods or services you receive by using the Service and the Account;

- loss arising from your error or negligence, including improper disclosure or storage of the PIN, or otherwise for any non-compliance by you with the terms and conditions of the Service Agreement and Account Agreement;

- refusal of TezSum as a means of payment by any goods and/or services provider(s) affiliated or not with TezSum;

- the refusal by Tcell and/or FMFB to authorize your transaction if the Service and Account have become inactive or if there are insufficient funds or for any other reason deemed appropriate;

- any dispute between you and other persons or entities (including without limitation, goods and/or service providers) whether or not affiliated with TezSum (any such dispute is to be settled directly between you and that person or entity);

- any loss arising from any failure to act, execute or complete an instruction from you due to any reason beyond Tcell' or FMFB's reasonable control;

- any loss arising from a declined debit order transaction which is made outside of the 30-day time period referenced in section 1.11.4 below;

- any theft or loss of, or damage to, your mobile phone; or

- any loss resulting from any misrepresentations or incorrect information you have provided, whether inadvertently or not, in the context of either the Service or Account.

1.8.2 Should either Tcell and/or FMFB be found liable for direct loss or damage you suffer in connection with the Service or Account, such liability will be limited to the amount of the disputed transaction with respect to which you filed a complaint.

1.8.3 IN NO EVENT WILL EITHER TCELL OR FMFB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR ANY OTHER DAMAGES OF ANY KIND.

1.9 DISCLAIMER



1.9.1 THE SERVICE AND THE ACCOUNT ARE EACH PROVIDED TO YOU "AS IS", AND "AS AVAILABLE". EACH OF TCELL AND FMFB EACH RESPECTIVELY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED AND DO NOT PROMISE THAT ANY TRANSACTION WILL BE MADE WITHIN ANY SPECIFIED TIME FRAME OR MANNER.



1.10 TERM

1.10.1 The Service Agreement and Account Agreement come into force when the Service and the Account are activated and each will continue for an indefinite period, unless terminated in accordance with the terms and conditions of this document.



1.11 SUSPENSION AND/OR TERMINATION OF THE SERVICE AND ACCOUNT

1.11.1 Tcell may restrict, block, suspend or terminate the Service and the Service Agreement and FMFB may do the same with respect to the Account and the Account Agreement without notice or liability to you, if:

- You are, or Tcell or FMFB believes that you are, in breach of the Service

Agreement or the Account Agreement;

- You try to compromise Tcell's or FMFB's systems or you are unreasonably

interfering with the Service or the Account;

- Tcell or FMFB knows or suspects that you or any third party, authorized or not, is

using the Service or the Account fraudulently, negligently or for illegal activities or purposes or if Tcell or FMFB must do so to comply with applicable laws;

- Any information you have provided to Tcell or FMFB is untrue or inaccurate;

- Any service provided by a third party service provider upon which the Service or the Account depends is terminated and can not be reasonably replaced;

- There are insufficient funds in your Account;

- You cancel your Tcell mobile telecommunication services subscription;

- Your mobile telecommunication subscription has been inactive for a period of ninety (90) days or it has been suspended or terminated according to the provisions of your mobile telecommunication services contract with Tcell; or

- You have done no transactions on your Account for a period of twelve (12) months. In this case, Tcell or FMFB will notify you 15 days before taking this action.

1.11.2 Should the Service and Account restricted, blocked, suspended or terminated as noted in section 1.11.1 above, the Account information will be stored and recorded as a dormant account in Tcell's and FMFB's systems.

1.11.3 You may terminate the Service and the Account by contacting TezSum Customer Care. You are responsible for all transactions and Fees that occurred before you terminated the Service and the Account. Your request to terminate the Service and the Account will become effective following your communication with TezSum Customer Care.

1.11.4 Should the Service and Account become restricted, blocked, suspended or terminated as noted in section 1.11.1 above, you must ensure that all debit orders linked to the Account are removed within 30 days as these debit orders will be declined after this period. In other words, if your Account balance is still positive then you must empty your Account within that 30-day time period.



1.12 CHANGES

1.12.1 Subject to section 1.12.2, Tcell can change the Service Agreement and FMFB can change the Account Agreement (including the Schedule of Fees), and/or the Service or Account respectively, by notifying you at least 30 days before the effective date of the change. If you continue to use the Service and the Account after the notice has been provided to you that means you agree to, and will be bound by, the changes. The notification will be given in the application, on the website of TCELL and FMFB, as well as a push notification in the application.

1.12.2 Despite section 1.12.1, Tcell and FMFB can, from time to time, impose, without notice to you, transaction or other limits or restrictions in connection with the Service or Account respectively in order to comply with NBT guidelines or other applicable laws.



1.13 INTELLECTUAL PROPERTY

1.13.1 All copyright, trademarks, service marks, logos and other intellectual property rights used in connection with the Service or Account or contained in Tcell's or FMFB's documents are owned by Tcell or FMFB or their respective licensors. You agree that you do not acquire any rights whatsoever to use or reproduce such trademarks, service marks logos or other intellectual property.



1.14 ASSIGNMENT

1.14.1 Tcell may assign, in whole or in part, its rights and obligations under the Service Agreement, at any time without your consent. You will be provided with notice of such assignment. You may not assign, in whole or in part, your rights and obligations under the service Agreement without Tcell's prior written consent.

1.14.2 FMFB may assign, in whole or in part, its rights and obligations under the Account Agreement, at any time without your consent. You will be provided with notice of such assignment. You may not assign, in whole or in part, your rights and obligations under the Account Agreement without FMFB's prior written consent.



1.15 WAIVER

1.15.1 A failure by either you or Tcell at any time to require the performance of any obligation, or enforce any provision, of the Service Agreement will not be construed as a waiver of any right or remedy hereunder nor in any way affect the validity of the Service Agreement or any part hereof.

1.15.2 A failure by either you or FMFB at any time to require the performance of any obligation, or enforce any provision, of the Account Agreement will neither be construed as a waiver of any right or remedy hereunder nor in any way affect the validity of the Account Agreement or any part hereof.

1.15.3 No waiver will be effective unless it is given in writing, and no waiver of a breach of either the Service Agreement or Account Agreement will constitute a waiver of any preceding or subsequent breach.



1.16 SEVERABILITY

1.16.1 lf one or more provisions contained in the Service Agreement or Account Agreement are held to be invalid, illegal and/or unenforceable in any respect the validity, legality and/or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.



1.17 NOTICES

1.17.1 The last address you provide to Tcell and FMFB is regarded as your chosen address where notices may be given. You must notify Tcell and FMFB immediately at TezSum Customer Care if your physical, postal, email address or mobile phone number changes.

1.17.2 Any legal notice from you to Tcell must be sent to the Tcell address referenced in section 4 (Definitions) of this Service Agreement. Any legal notice from you to FMFB must be sent to the FMFB address referenced in section 4 (Definitions) of this Service Agreement.

1.17.3 As noted above in section 1.5 (TezSum Customer Care), you can contact TezSum Customer Care to communicate matters relating to the Service and the Account.

1.17.4 Tcell and/or FMFB may communicate with you:

- by SMS or other message to your mobile phone;

- by posting a notice at Agent locations.

- by advertisement in the national media; and/or

- by posting on the TezSum website referenced in the User Manual.



1.18 JURISDICTION AND GOVERNING LAW

1.18.1 The Service Agreement and the Account Agreement are each respectively governed by, interpreted and construed in accordance with the laws of Tajikistan. The use of the Service and the Account will always be subject to the statutory restrictions, regulations, procedures and guidelines that the National Bank of Tajikistan (NBT) or any other government authority may impose.



SECTION 2. ADDITIONAL TERMS AND CONDITIONS - SERVICES AGREEMENT



2.1 GENERAL

2.1.1 In addition to the provisions of Section 1, the provisions of this Section 2 also apply between you and Tcell and form part of the Service Agreement.



2.2 TCELL MOBILE SUBSCRIPTION FEES

2.2.1 As is noted in the "Welcome to TezSum" section of this document, any fees associated with your Tcell mobile subscription are completely separate from the TezSum program, the Service and the Account and are not included in the Schedule of Fees. You acknowledge and agree that Tcell may charge you fees in connection with the provision of your Tcell mobile subscription service.



2.3 AVAILABILITY OF THE SERVICE

2.3.1 The Service is generally available 7 days a week and 24 hours a day, however is subject to availability of the third-party technical providers. The Service may be unavailable due to an up- grade, a back-up, maintenance or if of the communication networks used are not available. Such unavailability includes without limitation malfunction, or delay in mobile telecommunication networks, mobile phones, internet or terminals or any of its supporting or shared networks, and/or any point of sale device used for transactions. You therefore acknowledge and accept that the availability of the Service is not guaranteed.



2.4 PRIVACY

2.4.1 You consent to Tcell collecting, using and disclosing the information that you provide for the purposes of:

- confirming your identity;

- setting up and providing the Service to you;

- meeting applicable legal and regulatory requirements;

- preventing or detecting fraud or criminal activity or managing or settling any actual or potential loss in connection with fraud or criminal activity.

2.4.2 You also consent to the disclosure of your information to other service providers that are used to provide the Service. Some of the service providers may be outside of Tajikistan and, as a result, your information may be stored and/or processed abroad and subject to the laws of other countries.

2.4.3 Tcell may keep and use your information for as long Tcell needs it even if after you cease to be a user of the Service.



SECTION 3. ADDITIONAL TERMS AND CONDITIONS - ACCOUNT AGREEMENT



3.1 GENERAL

3.1.1 In addition to the provisions from Section 1, the provisions of this Section 3 also apply between you and FMFB and form part of the Account Agreement.

3.2 FMFB BRANCHES ARE NOT SERVICE LOCATIONS FOR ACCOUNT

3.2.1 FMFB branches, or those of our affiliates, are not service locations for the Account. All support for the Account is accessible only via the methods referenced in this document. They consist of the following:

- To conduct Cash-In transactions you must visit an Agent.

- Transactions other than Cash-In or Cash-Out may be completed via your mobile phone.

- For any questions, comments or complaints regarding the TezSum program, theService and/or your Account, you may contact TezSum Customer Care.



3.3 NO INTEREST ON ACCOUNT

3.3.1 You agree that no interest is earned on the funds in your Account.



3.4 NEGATIVE BALANCE REPAYMENT

3.4.1 If a negative balance in your Account is created following any transaction initiated or authorized by you, you agree to repay the amount of the negative balance to FMFB within 10 days of such transaction.



3.5 PRIVACY

3.5.1 You consent to FMFB collecting, using and disclosing the information you provide for the purposes of:

- confirming your identity;

- determining the suitability of the Account for you;

- determining your eligibility for the Account;

- setting up and providing the Account to you;

- direct marketing to you of our other products and services or those of third parties we select;

- meeting applicable legal and regulatory requirements; and

- preventing or detecting fraud or criminal activity or managing or settling any actual or potential loss in connection with fraud or criminal activity.

3.5.2 You also consent to the disclosure of your information to Tcell and other service providers used to provide the Account. Some of the service providers may be outside of Tajikistan and, as a result, your information may be stored and/or processed outside of and subject to the laws of other countries.

3.5.3 FMFB may keep and use your information for as long FMFB needs it even if after you cease to use the Account.

3.5.4 You cannot refuse the collection, use and disclosure of your information which is essential to the provision of the Service or the Account and is required by applicable regulators.

3.5.5 For further information please refer to FMFB's website: http://www.fmfb.com.tj/en/



SECTION 4. DEFINITIONS

4.1 DEFINITIONS

The following definitions apply to both the Service Agreement and the Account Agreement respectively.

"Account" means the TezSum M-Wallet Account

"Account Agreement" means the agreement between you and FMFB for the provision and use of the Account. It consists of: the terms and conditions of Section 1 that are applicable as between you and FMFB (as described therein); the terms and conditions of Section 3; the Definitions in Section 4; and the User Manual.

"Application" refers to the TezSum mobile application

"NBT" means the National Bank of Tajikistan.

"Cash-In" refers to the act of putting funds into an M-Wallet Account.

"Cash-Out" refers to the act of taking funds out of an M-Wallet Account.

"debit" means the movement of funds out of your Account, thereby reducing the Account balance.

"Tcell End User" means an individual who has entered into a valid contract with Tcell for

mobile communication services whether on a prepaid or subscription services basis.

"Tcell" means CJSC Indigo Tajikistan, a company incorporated under the Laws of Tajikistan, having its registered office at 34 Rudaki Avenue, DushanbeTajikistan, providing communication services.

"TezSum Account" means a stored value account held with FMFB and which is in the name of the applicable M-Wallet End User.

"M-Wallet Agent" means a natural person or legal entity that is authorized by FMFB to perform Cash-In services and Cash-Out services for, and, in some cases enrollment of end users in, the TezSum program.

"M-Wallet End User" means a Tcell End User that has opened an M-Wallet Account.

"mobile phone" means the cellular phone or mobile device you use pursuant to your Tcell mobile telecommunications subscription and which used to access the Service and the Account.

"PIN" means the personal identification number you select as your secret code for using the Service and the Account.

"registration form" means the form you are required to complete when applying for either the

"Service Agreement" means the agreement between you and Tcell for the provision and

use of the Service. It consists of: the terms and conditions of Section 1 that are applicable as between you and Tcell (as described therein); the terms and conditions of Section 2; the Definitions in Section 4; and the User Manual.

"FMFB" means First Micro Finance Bank, a bank chartered under the laws of Tajikistan with its registered office in Tajikistan at 105 Rudaki avenue, 734003, Dushanbe, Tajikistan.

"SMS" means a short message service consisting of a text message that is sent to your cellular phone.

"TOT" means the "Tax over Turnover"

"Tcell M-Wallet program" means the program FMFB and Tcell launched under the Tcell M-Wallet brand whereby mobile financial services are offered to M-Wallet End-Users in Tajikistan.

"User Manual" means the document describing the Service, the Account, and their respective parameters and functionality.

"VAT" means "Value Added Tax".

"you" and "your" mean the natural person or legal entity that is an M-Wallet Agent and has registered for the applicable Service and Account.