Dated: , 2004



We [name of your company]

operating as [name of your website]



(the "Merchant"), the undersigned, wishing to become a NETeller Merchant, hereby agree that;

1. Definitions



• "Member" means an individual who uses his NETeller Member Account to transfer funds between himself and NETeller Merchants.



• "Member Account" is the area in which a Member holds funds within the NETeller system.



• "Float" is the balance held in the Merchant Account after Settlement for the purpose of covering Member withdrawals.



• "Merchant Account" is the area in which a Merchant holds the Merchant Funds within the NETeller system.



• "Merchant Funds" is an amount of money held in the Merchant Account consisting of a Float and Settlements.



• "Settlement" is the forwarding by NETeller to the Merchant of a statement of the Merchant's Account for the most recently ended Settlement Period together with the Settlement Amount. Where this amount is a Negative Balance, an invoice for all funds owing to NETeller will be issued.



• "Settlement Amount" is the balance of funds held in the Merchant Account, less the Reserve, at the end of the Settlement Period.



• "Settlement Period" is the amount of time between Settlements.



• "Negative Balance" means a balance in the NETeller Merchant Account, which is less than the Reserve.



• "Reserve" means an amount equal to 5% of all transfers to Merchant as outlined in section 4.1 herein.



2. NETeller Merchant Services



2.1. Upon the execution of this Agreement and receipt by NETeller of a $1000.00 USD registration fee, NETeller will set up a NETeller Merchant Account and will license to the Merchant, at no additional charge, all of the necessary software and will provide all necessary instructions on how to transfer money from and to NETeller Member Accounts. NETeller will provide the Merchant with all necessary support to maintain a NETeller Merchant Account as fully operational at all times during the term of this Agreement.



2.2. The Merchant appoints NETeller as its agent to process payments on its behalf in accordance with its instructions, subject to the terms and restrictions of this Agreement.



2.3. NETeller will at all times hold the Merchant Funds separate from its corporate funds, will not use the Merchant Funds for its operating expenses or any other corporate purposes and will not voluntarily make funds available to its creditors in the event of bankruptcy or for any other purpose.



• The Merchant agrees that, whenever a NETeller Member transfers funds to the Merchant Account through the NETeller system, then funds will be returned to that Member, if at all, only through the NETeller system up to the full amount of all previous Neteller deposits by that Member to the Merchant Account. If the Merchant does not comply with this provision, NETeller's fraud protection will be compromised and NETeller may terminate this agreement or void its indemnity provisions in this agreement. Any further transfers from the Merchant to the Member above the value of all previous NETeller deposits can be paid back to the Member Account through NETeller or by alternative means, at the discretion of the Merchant.



• Indemnification of Funds



3.1. NETeller guarantees any funds transferred to the Merchant from a NETeller Member Account. NETeller will take full responsibility for any funds subsequently reversed due to credit card chargebacks, insufficient funds (NSFs) or revoked authorizations (No Auths) by a NETeller Member, with the exception if the Merchant compromises NETeller's fraud protection as outlined in section 2.4.



• The Merchant agrees to support NETeller in its efforts to reclaim Member funds that have been fraudulently transferred to the Merchant by supplying information support, and including the return to NETeller any available funds in the Merchant's Member account in question.



• The Merchant agrees to share any and all information with NETeller in regards to any current Member that either party may have that is deemed by the Merchant or by NETeller to be party to a fraudulent transaction or to represent an unacceptable risk.



4. Reserve, Float and Settlement



4.1. NETeller will establish a Reserve Account and fund the Reserve Account by holding 5% of all TRANSFERS TO the NETeller Merchant Account. The amount held in the Reserve Account for each settlement period will be held for 180 days and thereafter released together with the due settlement at that time.



4.2. The Merchant acknowledges that NETeller is not obliged to execute payouts to Members that will leave a NETeller Merchant Account in a Negative Balance. When Members of the Merchant attempt to withdraw from the Merchant's NETeller Merchant Account at a time when there are insufficient funds in the Merchant Account to cover the attempted withdrawal, the Member will be advised that the requested transaction cannot be processed and he will be asked to contact the Merchant. The Merchant may retain a Float of the Merchant Funds in its NETeller Merchant Account in order to facilitate timely payment to NETeller Members of funds owed to the Member by the Merchant.



4.3. NETeller shall undertake a Settlement with the Merchant on a weekly basis at the end of the Settlement Period where the Settlement Amount is in excess of $1000.00 above the Float. The Merchant shall provide to NETeller written instructions indicating where the Settlement Amount is to be deposited. The Merchant depository may be changed by the Merchant by providing written instructions to NETeller.



5. Fees



• The Merchant agrees to pay NETeller fees in the amount of 3.9% of the amounts of monies transferred to the Merchant from the NETeller Member Accounts and 2% (to a maximum of $30.00) of the amounts of monies transferred from the Merchant to the NETeller Member Accounts. The minimum fee charged to the Merchant for the transfer of monies between the NETeller Member Accounts and the Merchant Account is $1.00 USD.



5.2 The Merchant hereby authorizes NETeller to deduct fees from settlement funds at the time of settlement.



• No further deductions will be made from the Merchant Account without prior approval of the Merchant, except pursuant to Sections 3 and 4 of this agreement.



• In the event that NETeller has incurred any liability to the Merchant, whether under this agreement or otherwise and whether such liability is liquidated or unliquidated, the Merchant may set-off the amount of such liability against any sum that would otherwise be due to NETeller under this agreement.



6. Privacy



6.1. NETeller's Member database is the sole property of NETeller and NETeller has no obligation whatsoever to disclose its Member database to the Merchant.

• Each party acknowledges and agrees that any confidential information received from the other party will be the exclusive property of the other party and may not be used or disclosed, except as necessary to perform the obligations under this Agreement. Each party further acknowledges that if either party commits a breach, or threatens to commit a breach of the provisions of this clause, then the party against whom the breach has been committed or threatened shall have the right to bring an action for injunctive relief or any other action at law or equity to specifically enforce the terms of this clause, it being acknowledged and agreed that any such breach or threatened breach could cause irreparable injury and that money damages would not provide an adequate remedy to the injured party.



• Upon termination of this Agreement, each party shall promptly return confidential information belonging to the other party.



• No announcement or other disclosure will be made concerning the contents of this agreement except as required by law or any regulatory authority or with the written approval of the parties, such approval not to be unreasonably withheld.



7. Account Adjustments



The Merchant acknowledges and agrees that all entries to the Merchant's NETeller account page will be taken as conclusive for purposes of Settlement unless an entry with which the Merchant has a concern is disputed by the Merchant in writing within 5 business days following receipt of the Statement.



8. Term and Termination


The term of this Agreement shall commence on the date hereof and shall continue until terminated by either party upon thirty (30) days notice in writing to the other party.

9. Consequences of Termination



Upon termination of this Agreement, any pending transactions will be cancelled. Any funds that NETeller is holding in custody for the Merchant at the time of termination will be paid to the Merchant by cheque or electronic transfer, except Reserves, which shall be paid as they become due.



10. General



10.1. Notices

All notices provided pursuant to this Agreement shall be in writing and shall be deemed to be delivered in three (3) days after deposit with DHL or Federal Express postage prepaid. All notices shall be addressed to the parties at their respective addresses indicated herein.



10.2. Entire Agreement

Each party acknowledges that this Agreement constitutes the complete and exclusive statement of the terms and conditions between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement.



10.3. Force Majeure

Neither party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable control. Performance times shall be considered extended for a period of time equivalent to the time lost because of such delay.



10.4. Governing Law

This Agreement shall be governed by and construed in all respects in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English Courts.



10.5. Assignment

NETeller may not assign or sub-license, without prior written consent of the Merchant, its rights, duties or obligations under this Agreement, in whole or in part, to any person or entity.



10.6. Enforceability

If any of the provisions of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted.



10.7. Indemnification

NETeller agrees to indemnify and hold the Merchant, its affiliates, officers, directors and employees harmless from any claim, action, demand, loss or damages made or incurred by any third party arising out of or relating to the Merchant's use of the NETeller service.





IN WITNESS whereof the parties have executed this Agreement by a duly authorized representative as at the date set forth above.





NETeller Limited [the Merchant]

Isle of Man [company address]