Amendments and Modifications to Internal Procedure Rules of AS Talveaed.

Transcription

1 TRANSLATION FROM RUSSIAN Amendments and Modifications to Internal Procedure Rules of AS Talveaed. General Part Division I New clauses 7-18 are added: 7 TLVD&EasyPay electronic system of express payments created and maintained by the Public Limited Company. 8 Partner Client of the Public Limited Company, legal person holding a licence for the execution of financial operations on the territory of "own" country, which entered with the Public Limited Company into a contract for the provision of TLVD&EasyPay services. 9 Service Point - Partner's structural entity which conducts the acceptance and issue of cash. 10 Partner's Customer - natural or legal person, consumer of TLVD&EasyPay service, who is legally the Partner's customer and receives the financial service from the Partner. TLVD&EasyPay system does not record the Partner's Customers as the Clients of the Public Limited Company. 11 Transmitter - the Partner's Customer sending money through TLVD&EasyPay system to the Beneficiary. 12 Beneficiary - the Partner's Customer receiving money through TLVD&EasyPay system from the Transmitter. 13 Unique code of operation - a unique code automatically generated by TLVD&EasyPay system for each funds transfer operation. The unique code of operation is communicated by the Transmitter to the Beneficiary. The Beneficiary submits the code to the operator upon the receipt of cash or for the search of cashless payments in TLVD&EasyPay system. 14 Special identification of payment (reference number) code for the identification of each operation concerning the transfer of non- cash resources. 15 Application for transfer - application for transfer of funds in TLVD&EasyPay system. Completed by the Partner's operator in the application "Service Point" or by the Transmitter in the application "Partner's Customers". By completing and signing the Application for cash transfer by electronic signature, the operator provides the confirmation for the receipt of funds from the Transmitter. By completing and signing the Application for cashless transfer by electronic signature, the Partner's Customer notifies of the transfer of funds from its sending bank. 16 Confirmation concerning issue of funds - Completed by the Partner's operator in the application "Service Point" of TLVD&EasyPay system. By completing and signing by electronic signature the confirmation concerning issue of funds in TLVD&EasyPay system, the operator provides a confirmation concerning the issue of funds to the Beneficiary. 12

2 17 USB token compact device in the form of USB dongle with built- in cryptographic chip. It is used for authorisation of users in the Client Environment and safe access to TLVD&EasyPay web applications by using encryption algorithms with public key and for digitally signing documents. 18 System participant the Client, Partner or Partner's Customer who perform interaction through TLVD&EasyPay system through entry into joint contracts. Annex 2 to Annex 1 In clause 1.2 instead of: 1.2 The Client of the Public Limited Company may be both a transmitter and a beneficiary provided that the Client (Beneficiary Client) may receive payments in the form of cash transfer only from other Clients (Transmitter Client). 1.2 The Client of the Public Limited Company may be both a transmitter and a beneficiary, inter alia, if the Client (Beneficiary Client) receives payments in the form of cash transfer from other Clients (Transmitter Client). Annex 2 Division IV 1.4 (II) the password which is used by the Client for the verification of orders communicated by him or her by phone or Skype; (II) USB token with cryptographic chip for safe access to the Client Environment and for the verification of orders by digital signature; Division V 3 To issue the orders through the Client Environment and verify these by Skype or phone, the Client shall verify using the method accepted by the Public Limited Company the right for issuing the order by submitting the oral or electronic code agreed with the Public Limited Company. For this purposes, the Public Limited Company shall issue the following to the Client: 3 To issue the orders through the Client Environment and verify these using the method accepted by the Public Limited Company, the Public Limited Company shall issue the following to the Client: 3.2 the password which is used by the Client for the verification of orders issued by him or her to the Public Limited Company by phone or Skype. 13

3 3.2 USB token with cryptographic chip which is used by the Client for safe access to the Client Environment and for the verification of orders by digital signature. 4 All the orders communicated by the Client through the Client Environment shall be verified by phone or Skype using the password delivered to the Client for these purposes by the Public Limited Company. If the Client issues an order while being personally present in the office of the Public Limited Company, the Client does not need to present the password, and his or her own signature is sufficient, excluding the cases when the Public Limited Company has any suspicions concerning the identity of the Client or the right of representation of his/her representative. 4 All the orders communicated by the Client through the Client Environment shall be verified by digital signature using the USB token delivered to the Client for these purposes by the Public Limited Company. If the Client issues an order while being personally present in the office of the Public Limited Company, his or her own signature is sufficient, excluding the cases when the Public Limited Company has any suspicions concerning the identity of the Client or the right of representation of his/her representative. 8 The Client may change his or her password in the Client Environment, if desired. In order to change the password for verification of orders, the Client shall submit to the Public Limited Company a corresponding application. In order for the Public Limited Company to identity the Client, the Client shall be present at the time of filing the application in the same place with the representative of the Public Limited Company. 8 The Client may change his or her PIN code in the Client Environment, if desired. 11 The Client shall immediately notify the Public Limited Company of any cases when his or her login and password for the Client Environment or the password for making verifications have become known to any third parties. In such cases, the Public Limited Company shall block the corresponding login, password or making any actions on the basis of the password and issue to the Client a new login and password, excluding the cases when the Client can change the corresponding code independently. 11 The Client shall immediately notify the Public Limited Company of any cases when his or her login and password for the Client Environment have become known to any third parties, as well as losing the USB token. In such cases, the Public Limited Company shall block the Client's profile and issue to the Client a new login and password, and in case of losing the USB token a new USB token. Division VII 3.2 Add at the end of the section: about the receipt of the contribution 5 If the Client makes an order for the execution of cash transfer using the client module of 14

4 the Client Environment, this order shall be automatically communicated using the manager module to the administrator of the Public Limited Company. The Public Limited Company has the right to request from the Client to additionally verify on paper carrier an order issued by him or her using the Client Environment. 5 If the Client makes an order for the execution of cash transfer using the client module of the Client Environment, this order shall be automatically communicated using the manager module to the administrator of the Public Limited Company. The Public Limited Company has the right to request from the Client to verify an order issued by him or her using the Client Environment by digital signature using the USB token. Division VIII 2 When executing a contribution using the bank transfer, the verification of the receipt of the contribution is performed by the administrator of the Public Limited Company who enters the corresponding information to the Client Account. If the Client who has executed the payment cannot be identified within 10 working days as of the receipt of the payment, the payment shall be returned to the person who has executed the transaction. 2 When executing a contribution using the bank transfer, including from any third parties, the verification of the receipt of the contribution is performed by the administrator of the Public Limited Company who enters the corresponding information to the Client Account. If the Client who has executed the payment cannot be identified within 10 working days as of the receipt of the payment, the payment shall be returned to the person who has executed the transaction. In case when executing a contribution using the bank transfer the Client has been identified, the order for the receipt of the funds has been obtained, the funds may stay in the Client Account until the receipt from the Client of an order for transfer and/or delivery of the cash. Division IX 2.4 Verification of order if the contribution is sufficient for executing an order, the administrator or member of the Management Board shall contact the Client by Skype or phone and request him or her to verify the issued order. In order to secure authenticity and identity, the Client shall provide the password for verification of orders. If the Client fails to provide the password or the password provided by the Client does not match the password issued to the Client by the Public Limited Company, it shall be considered that the verification has not been granted; 2.4 Verification of order in order to secure authenticity and identity, the Client shall verify an order by digital signature using the USB token issued to the Client by the Public Limited Company. In the absence of the digital signature, it shall be considered that the verification has not been granted; 15

5 Division XII 2 To recall the order, the Client shall send to the Public Limited Company an e- mail, which contains clear instructions for recalling the order. More detailed conditions for recalling the orders shall be agreed in the Client Contract. After the receipt by the Public Limited Company of an application for recalling an order, the Client shall confirm it by Skype or phone providing the corresponding password. 2 To recall the order, the Client shall complete a request in the Client Environment, verifying the order by digital signature using the USB token issued to the Client by the Public Limited Company, which contains clear instructions for recalling the order. More detailed conditions for recalling the orders shall be agreed in the Client Contract. Following the receipt from the Client by the Public Limited Company of an application for recalling the order, the Public Limited Company shall accept it only in case the funds, as at the receipt of the Client's order, have neither been transferred nor issued to the beneficiary. Division XIII 4 In case the order has been completed incorrectly, but the Client has verified it by his or her password using Skype or phone or the own signature personally on location, the Client may demand from the Public Limited Company only that the Public Limited Company in their power would assist the Client in recovering the incorrectly transferred or incorrectly received payment amount. The Public Limited Company is entitled to demand a fee for providing the assistance in the recovery of the payment amount in case the charging of the fee has been agreed in the Client Contract. 4 In case the order has been completed incorrectly, but the Client has verified it by digital signature using the USB token or the own signature personally on location, the Client may demand from the Public Limited Company only that the Public Limited Company in their power would assist the Client in recovering the incorrectly transferred or incorrectly received payment amount. The Public Limited Company is entitled to demand a fee for providing the assistance in the recovery of the payment amount in case the charging of the fee has been agreed in the Client Contract. A new annex shall be added: Annex 3 to Annex 2 Description of services of TLVD&EasyPay express payments system 1. General principles The system of express payments TLVD&EasyPay provides natural and legal persons with an opportunity to execute express domestic and international transfers of funds using the options specified below: a. Cash contribution and receipt in cash; b. Cash contribution and receipt by bank transfer; c. Contribution by bank transfer and receipt in cash; 16

6 d. Contribution by bank transfer and receipt by bank transfer. 2. Cash contribution and receipt in cash It shall be performed pursuant to the following procedure: 2.1 The Transmitter comes to the Service Point, provides an identification document, completes the Application for cash transfer specifying therein the Beneficiary's information, details and country required pursuant to the legislation; 2.2 The Operator of the Service Point enters the Application for cash transfer into TLVD&EasyPay system; 2.3 The server of TLVD&EasyPay system generates a unique code for the above operation; 2.4 The Operator communicates to the Transmitter the unique code generated by TLVD&EasyPay system. The Transmitter communicates the secret code to the Beneficiary. 2.5 The Beneficiary comes to the Service Point, provides an identification document, and communicates to the Operator the secret code; 2.6 The Operator of the Service Point enters the operation code in the system; 2.7 The Operator receives the information regarding the transaction; 2.8 The Operator enters the confirmation of issue of money in the system and signs it by electronic signature; 2.9 The Operator issues the amount to the Beneficiary. The operations in Clauses 8 and 9 are performed simultaneously. 3. Cash contribution and receipt by bank transfer It shall be performed pursuant to the following procedure: 3.1 The Transmitter comes to the Service Point, provides an identification document, completes the Application for cash transfer specifying therein the Beneficiary's bank details; 3.2 The Operator of the Service Point enters the Application for cash transfer into TLVD&EasyPay system and accepts the money; 3.3 The server of TLVD&EasyPay system generates a unique code for the above operation; 3.4 The Operator communicates to the Transmitter the unique code generated by TLVD&EasyPay system; 3.5 TLVD&EasyPay system automatically generates the Transfer Order from the Partner's current account in the Beneficiary's country; 3.6 The Partner performs the transfer of funds to the Beneficiary. 4. Contribution by bank transfer and receipt in cash It shall be performed pursuant to the following procedure: 17

7 4.1 The Transmitter enters the Application for cashless transfer into TLVD&EasyPay system; 4.2 The Transmitter receives a unique code generated by TLVD&EasyPay system for this operation and the special identification of payment, and communicates it to the Beneficiary; 4.3 The Transmitter executes a cashless transfer from their bank to the Partner's current account; 4.4 TLVD&EasyPay system, in the automatic mode, based on the special identification of payment monitors the receipt of the funds in the current account. Upon the receipt of non- cash resources, the Application for cashless transfer shall be automatically activated, and the Beneficiary may receive cash funds. (Observation: The Transmitter may view the status of their transfer order in TLVD&EasyPay system through the web interface. There is an option for automatic notification of the Transmitter and/or the Beneficiary by e- mail and/or SMS about the activation of the operation) 4.5 The Beneficiary comes to the Service Point, provides an identification document, and communicates to the Operator the secret code; 4.6 The Operator of the Service Point enters the operation code in the system; 4.7 The Operator receives the information regarding the transaction; 4.8 The Operator issues the amount to the Beneficiary; 4.9 The Operator enters the Confirmation of issue of money in the system and signs it by electronic signature. The operations in Clauses 8 and 9 are performed simultaneously. 5. Contribution by bank transfer and receipt by bank transfer It shall be performed pursuant to the following procedure: 5.1 The Transmitter enters the Application for cashless transfer into TLVD&EasyPay system; 5.2 The Transmitter automatically receives a unique code generated by TLVD&EasyPay system for this operation and the special identification of payment, and communicates the unique code to the Beneficiary; 5.3 The Transmitter executes a cashless transfer from their bank to the Partner's current account or to the current account of AS Talveaed opened with the Partner's bank specifying the special identification of payment in the payment details; 5.4 TLVD&EasyPay system, in the automatic mode, based on the special identification of payment monitors the receipt of the funds in the Partner's current account or in the current account of AS Talveaed opened with the Partner's bank; 5.5 Following the receipt of the funds by the Partner or in the current account of AS Talveaed opened with the Partner's bank in the Transmitter's country, 18

8 TLVD&EasyPay system, in the automatic mode, generates a payment order to the Partner's bank or the current account of AS Talveaed opened with the Partner's bank in the Transmitter's country for the transfer of funds from the Partner's current account or the current account of AS Talveaed opened with the Partner's bank based on the Beneficiary's details, which the Transmitter has specified in the Application for cashless transfer; 5.6 The Partner or AS Talveaed perform the transfer of funds to the Beneficiary. 6. Movement of funds 6.1 During the operating period, the movement of funds takes place in the following way: a The Transmitter's money is received in the cash registers of the Service Points; b The Service Points issue the money to the Beneficiaries out of own funds; c The systems o set- off between the Service Point and the Partner are performed on the basis of the Partner's internal regulations and are not in any way related to TLVD&EasyPay system; d By completing and signing by electronic signature the Application for transfer of funds in TLVD&EasyPay system, the operator provides a confirmation concerning the receipt of the funds from the Transmitter, and the Partner immediately after the entry of the Application for transfer of funds shall have a liability to Talveaed AS to the extent of the transfer sum; e By completing and signing by electronic signature the Confirmation of issue of money in TLVD&EasyPay system, the operator provides a confirmation concerning the issue of the funds to the Beneficiary, and Talveaed AS immediately after the entry of the Confirmation of issue of money shall have a liability to the Partner to the extent of the transfer sum; f The funds under cashless operations are transferred from the Transmitters' accounts to the Partner's current account or to the current account of AS Talveaed opened with the Partner's bank; g The funds under cashless operations are transferred to the Beneficiaries' accounts from the Partner's current account or from the current account of AS Talveaed opened with the Partner's bank; h In case of cashless transfers, at the moment of the receipt of the funds in the Partner's current account, the Partner shall automatically have a liability to Talveaed AS to the extent of the transfer sum; i In case of the Partner's cashless transfers, at the moment of the transfer of the funds to the Beneficiary's current account, Talveaed AS shall have a liability to the Partner to the extent of the transfer sum. 6.2 After end of operating period a After the end of the operating period, TLVD&EasyPay system generates the reports concerning the operations conducted during the operating period and calculates the balance of operations in the acceptance, issue, receivables and transfers of money separately for each Partner; 19

9 b In case of exceeding the amounts of money issued and/or transferred to the Beneficiaries over the amount of money issued from the Transmitters, a payment order shall be automatically generated for the transfer of the difference from Talveaed AS to the benefit of the Partner; c In case of exceeding the amounts of money received from the Transmitters over the amounts of money issued and/or transferred to the Beneficiaries, a claim (invoice) shall be automatically generated and sent to the Partner for transferring the difference from the Partner to the benefit of Talveaed AS; d The volume, structure, format and way of transmitting everyday reports shall be individually coordinated with each Partner and stipulated in the Contract; e To speed up the settlements and reduce the transfer charges, Talveaed AS will open current or correspondent accounts with the banks where the Partners hold current or correspondent accounts. Annex 6 IV Architecture of information system A new clause is added: 1.5 Software (vii). TLVD&EasyPay Front Office Partner (viii). TLVD&EasyPay Front Office Service Point (ix). TLVD&EasyPay Front Office Partner's Customers (x). TLVD&EasyPay Back Office Administrator Annex 8 Division VI the Client shall, at the request of the Public Limited Company, verify the order details using the means of communication (phone, Skype or the Client Environment) 2.1 the Client shall, at the request of the Public Limited Company, verify the order details by digital signature using the USB token delivered to the Client for these purposes by the Public Limited Company. 2.2 Add after necessary to establish: by digital signature using the USB token delivered to the Client for these purposes by the Public Limited Company. (i) through the Client Environment - based on the login and password used by the Client for safe access to the Client Environment through the Client Environment - based on the login and digital signatures using the USB token delivered to the Client for these purposes by the Public Limited Company used by the Client for safe access to the Client Environment and signing for the execution of transactions (ii) Deleted: 20

10 by Skype or phone based on the password used by the Client for the verification of orders made to the Public Limited Company using Skype or phone. Division X 7 Add at the beginning of the section: The Public Limited Company has the right to demand from the Client updating the data through the Client Environment of their system using the USB token delivered to the Client for these purposes by the Public Limited Company used by the Client for safe access to the Client Environment and signing for the execution of transactions. The updates of the data in such case shall be signed by the Client by digital signature. Annex 9 A new section is added: VII System for management of risks related to operation of TLVD&EasyPay system 1. The provisions of the Divisions II and III of Annex 6 to these Internal Procedure Rules shall apply to the organisational structure of the risk management, determining the functional duties of the persons responsible for risk management, risk analysis methods and determining the stability procedure of system functioning. 2. We envision the creation by the Management Board of a collegiate body for risk management in TLVD&EasyPay system, the composition of which shall be determined by the Management Board. The panel of the collegiate body may include the representatives of the Management Board of the Public Limited Company, the representatives of an IT company who provides the services, the manufacturer of TLVD&EasyPay software or the own IT managers of the client department, the internal auditor, the representatives of external audit and, upon consent, the System Participants. The panel of the risk management body, upon the coordination with the Financial Supervision Authority or upon its request, may include the representatives of the Financial Supervision Authority with a consultative vote and veto right. The risk management body: i) shall determine the criteria for assessment of the risk management system, including systemic risk, and perform the specified assessment; ii) formulate proposals and recommendations based on the results of conducting the assessment of the risk management system. 3. The upper limits of obligations of the System Participants of TLVD&EasyPay may be established in case of necessity or pursuant to the legislation of the countries who are the System Participants. 4. TLVD&EasyPay shall supervise the priority of performance of the orders of the System Participants. 5. TLVD&EasyPay shall perform the calculation of the balances of the System Participants until the end of a working day. 21

11 6. TLVD&EasyPay shall perform settlements within the limits of the funds provided by the System Participants pursuant to the contract that have been entered into. 7. If necessary, we review an opportunity for granting credit for the execution of payment transactions through TLVD&EasyPay pursuant to Annex 2 to Annex 2 (PROCEDURE FOR PROVISION OF PAYMENT SERVICES). 8. If necessary, we use irrevocable bank guarantees or letters of credit. Annex Add after to the Public Limited Company: but only according to each particular resolution of the Supervisory Board of the Public Limited Company, not PRINCIPLES FOR PROTECTION AND KEEPING OF CLIENT'S PROPERTY Arrangement of assets of Public Limited Company. In order to ensure the preservation, liquidity and productiveness of its assets, the Public Limited Company follows in its investments the conservative investment principles. The Public Limited Company invests its uncommitted funds into liquid instruments, e.g. deposits. Pursuant to the procedure established by the Supervisory Board, the Public Limited Company is allowed to invest only into the deposits of credit institutions. Investments are allowed only into the deposits of the Estonian credit institutions. In order to ensure the preservation, liquidity and productiveness of its assets, the Public Limited Company follows in its investments the conservative investment principles. The Public Limited Company invests its uncommitted funds into liquid instruments, e.g. deposits. Pursuant to the procedure established by the Supervisory Board, the Public Limited Company is allowed to invest only into the deposits of credit institutions and pursuant to clause 7.3 of Annex 10 only pursuant to the procedure established by the Supervisory Board. Keeping Client's assets on bank account clause 3. If the Client delivers cash to the Public Limited Company, the Applicant shall transfer the cash to the bank account If the Client delivers cash to the Public Limited Company, the Public Limited Company shall transfer the cash to the bank account or deposit the received cash in its bank account. 4. Specification. After: but fails to file [...] related to this Add contribution 22

12 DMITRI ŠMORGUN RUSSIAN ENGLISH SWORN TRANSLATOR IN THE REPUBLIC OF ESTONIA Sworn translator's official act No. 80. Tallinn, 22 April I, DMITRI ŠMORGUN of translation agency Dussan OÜ, located at Aedvilja 1, Tallinn 10120, phone number: , address: RUSSIAN ENGLISH SWORN TRANSLATOR IN THE REPUBLIC OF ESTONIA acting pursuant to Sworn Translator's Certificate No. 69 issued by the Republic of Estonia Minister of Justice on 11 January 2012, attest that this is a CORRECT AND TRUE TRANSLATION made by me. The translation was made from a file sent to me, which printout is appended to this translation. This document contains twenty-three (23) pages corded under my seal, including the original document from which the translation was made. Fee for attesting the truth of the translation: EUR (Sworn Translators Act, subsection 8(1)) VAT 20%: 6.93 EUR Total: EUR 23