Summary of the Material Terms of the Agreement

This is a concise description only of the provisions of the full agreement attached below. It does not contain a full statement of the provisions of the agreement but only a summary of the terms the Company considers material. In the event of a conflict between this summary and the full agreement, the provisions of the full agreement shall prevail.

• Identity of the service provider: ICP Finance Ltd., Company No. 511089526 (the “Company”).
• Nature of the service: the provision of payment services enabling the customer to maintain with the Company an account into which it may deposit funds and from which it may withdraw or transfer funds (the “Services”).
• Conditions of the service: provision of the service is subject to completion of a registration, verification and identification process, the decision on which is at the Company’s full and absolute discretion, and is further subject to the customer complying with the Company’s instructions and directions when carrying out account activity.
• Timing of charges and credits: a deposit (less any fee for the transaction depending on the deposit type) will be credited to the user’s personal account within up to 2 business days. A deposit made by payment by debit card or by unloading a prepaid card will be credited immediately. A withdrawal by any means (other than a cash withdrawal) will be charged immediately upon the withdrawal instruction, will be executed as soon as possible and will be completed within up to 2 business days at most. In a withdrawal to the customer’s bank account or debit card, the crediting date will also depend on the terms of the entity to which the funds were transferred and its activity characteristics. In a receipt of payment from another account holder’s personal account, the customer will be credited to its personal account immediately after it confirms its consent to the transaction.
• Cost of the service: the customer will pay the Company fees for the use of the payment services at the rate set out in the fee schedule attached to the agreement, as updated from time to time.
• Risks: the risks involved in the service relate to the customer’s duty to keep identification details, an essential component and enhanced authentication details secret and not to disclose them to anyone, and to the customer’s duty to provide accurate details for carrying out account activity.
• Waiver of confidentiality and protection of privacy: the Company will be entitled to provide to any entity, including banks or credit-card companies, upon their request, any information regarding the personal account and/or the user for the purpose of operating the provision of the Services. The Company may approach a credit bureau requesting a credit indication regarding the customer.
• Change of the terms of the agreement: the Company will be entitled, at its discretion, to change the terms of the agreement from time to time. Any change will take effect within 14 days from the date notice thereof is given to the user, but changes relating to tariffs and fees – within 7 days.
• Term of the engagement: the engagement will commence on the date of its approval by the Company in writing and its term is not limited in time. The Company is under no obligation to agree to provide service to every registrant, even if it has completed a registration, verification and identification process, and even if it has signed or confirmed its consent to this agreement. The decision on this matter is at the Company’s full and absolute discretion.
• Termination of the engagement: the customer may terminate the engagement at any time by written notice, within one business day from the date on which it completed all actions required to terminate the engagement and subject to any law on this matter, in accordance with the provisions of the agreement and its appendices. The Company may terminate the engagement upon 45 days’ prior notice, and upon shorter notice in the case of exceptional circumstances justifying it, as set out in the agreement and its appendices.
• Liability for the service: the customer releases the Company from any liability for damage, loss, expenses and payments that may be caused to it, directly or indirectly, in the cases set out in the agreement and its appendices.

 

Whereas the customer requested the Company, as defined below, to provide it with payment account management services as set out in this agreement;

And whereas the Company agreed to grant the customer payment account management services subject to the provisions of this agreement and any law;

Now, therefore, it has been agreed and stipulated between the parties as follows:

1. The preamble to this agreement forms an integral part of it.
2. Definitions

• The Company – ICP Finance Ltd., Company No. 511089526.
• The Personal Account – a personal account, managed for the customer by the Company, intended for the customer’s use in Israel and outside it in accordance with the provisions of this agreement. The personal account includes a variable balance by means of payments to and from the account.
• The Application – a dedicated application of the Company for operating the personal-account management services.
• The Website – the Company’s website at www.mani.co.il.
• The User or the Customer – the customer who has signed this agreement, who registered to receive payment services from the Company online, and who is an adult, competent individual or a corporation registered in Israel.
• The Payment Services Law – the Payment Services Law, 5779-2019, including regulations enacted thereunder and as amended from time to time, or any other law that may replace it.
• Supported Telephone Device – a telephone device (including similar devices such as a tablet) on which, according to its hardware version and operating system, the Application can be installed and which complies with its technological requirements, including having an internet-browsing protocol via the cellular network or via a wireless network and being properly connected at the time of use.
• Essential Component – a combination of a supported telephone device on which the Application has been installed, the personal code chosen by the customer and/or a biometric means of identification (such as fingerprint or facial recognition) to the extent the supported telephone device enables this and to the extent the customer chose this means of identification; or entry of a one-time code sent to the customer’s mobile phone.
• Enhanced Authentication Detail – the authentication details that the Company will determine from time to time as those which, in its view, authenticate the customer’s identity to a high degree of certainty. As of this date, entry of the personal code together with use of a biometric means chosen by the user (facial-feature recognition or fingerprint) or use of a one-time password, on the supported telephone device, will be deemed an enhanced authentication detail.
• Business Day – a day on which the main business of the Company operates and on which banking corporations customarily conduct clearing of banking instruments.
• Prepaid Card – a rechargeable debit card under the Mani brand or another brand of the Company, issued to the customer by Max It Finance Ltd., to the extent issued.
• Misuse – misuse of the personal account, as defined in the Payment Services Law and in this agreement.

3. Registration and Opening of a Personal Account

• After the user has registered as an applicant to receive payment services from the Company, and after the verification, identification and know-your-customer procedures required by law have been completed to the Company’s satisfaction, the Company will open a personal account in the user’s name. The personal account will be identified by the mobile telephone number with which the user registered for the service and by its identification number, and in the case of a corporation by its number.
• The Company is under no obligation to agree to provide service to every registrant, even if it has completed a registration, verification and identification process, and even if it has signed or confirmed its consent to this agreement. The decision on this matter is at the Company’s full and absolute discretion.
• Each user may open one personal account. An account may have several owners, provided that each of the owners is entitled to give instructions and carry out activity in the personal account, except in cases where the Company has expressly permitted otherwise.
• The user declares that the funds in the personal account will not be held by it for or on behalf of another person, and no other person will have the ability to direct the activity in the funds and in the account.
• The user declares and undertakes that the use of the payment services that the Company provides to it will be made by it in accordance with the law, in good faith and in a customary manner, and that the information it provides to the Company in order to open the account and during its management will be complete, correct and accurate. No misuse will be made of them, nor any use contrary to law or public policy, nor any unreasonable use or use for purposes other than those for which the service is intended, including carrying out unlawful or prohibited transfers of funds, or transfers intended to circumvent the restrictions relating to reporting in connection with the prohibition of money laundering and terror financing, or impersonating any other person or legal entity. Without derogating from the Company’s rights, if the user breaches such a prohibition, it will indemnify the Company for any damage caused to it as a result.

4. Deposit and Withdrawal

• Upon opening the personal account, the user will be entitled to deposit funds into it and withdraw funds from it in accordance with the provisions of this agreement. The user will be able to obtain information, at any time, about the account status and balance, by using the Application on a supported telephone device.
• A deposit to the account will be made in one of the following ways: (a) a transfer from a bank account owned by the user; (b) payment by a personal debit card owned by the user; (c) a deposit of cash at a dedicated loading point, from a variable list of loading points as the Company may publish from time to time; (d) unloading a prepaid card (in accordance with the terms and limitations applicable to the use of the prepaid card); (e) a transfer from accounts of other users with the Company (subject to the transferor’s approval and the existence of a sufficient balance in its account); or (f) payment or transfer to an account by a third party even if it is not an account holder with the Company (all of the above options – a “Deposit”).
• A deposit (less any fee for the transaction depending on the deposit type) will be credited to the user’s personal account within up to 2 business days. Notwithstanding the foregoing, a deposit made by payment by debit card or by unloading a prepaid card will be credited immediately.
• A withdrawal from the personal account will be possible in the following ways: (a) a transfer to a personal bank account owned by the user (subject to presentation of a current account-management confirmation); (b) crediting a personal debit card owned by the user; (c) in cash at a dedicated loading point; (d) loading a prepaid card (in accordance with the terms and limitations applicable to the use of the prepaid card); (e) a transfer to the personal account of another user with the Company, subject to the existence of a sufficient balance in the transferring user’s personal account; or (f) a transfer to a third party that is not a personal-account holder with the Company, to its bank account in Israel or abroad or crediting its credit card (this option is subject to the Company’s prior approval and on its terms); (all of the above options – a “Withdrawal”).
• A withdrawal by any means (other than a cash withdrawal) will be executed as soon as possible and will be completed within up to 2 business days at most. In a withdrawal to the customer’s bank account or debit card, the crediting date will also depend on the terms of the entity to which the funds were transferred and its activity characteristics.
• Each withdrawal will be charged to the personal account immediately upon the user giving the withdrawal instruction. If the user erred in the withdrawal details, the responsibility in this regard will rest with it alone, and it will have no claim against the Company in this matter.
• In an action of transferring a payment to the personal account of another user with the Company –
• The user will be able to cancel the action as long as the payee’s consent to receiving it has not been given, to the extent such consent was required, and the amount will be credited to the user’s personal account less the transaction fees that will be charged in any event, if any. Cancelling an action requires a telephone call by the user to the Company during its regular operating hours.
• After the payee has confirmed its consent to receiving it, to the extent its confirmation is required, the user will not be able to cancel the action in any way.
• If the payee does not confirm its consent to receiving the payment within 3 business days from the date the instruction was given, the instruction will be cancelled and the amount will be credited to the user’s account on that date, less the transaction fees that will be charged in any event, if any. In an action of receiving a payment from another user’s personal account, the user will be credited to its personal account immediately after it confirms its consent to the action.
• Each action in the personal account will be carried out by way of an instruction given by the user via the Application on a supported telephone device and will require identification by use of an essential component and an enhanced authentication detail. The Company will deduct from the transfer or withdrawal amount fees in accordance with its procedures at that time.
• The user undertakes not to give withdrawal instructions for sums of money whose cumulative value exceeds the balance accumulated in the account at that time, including the amounts of fees for those actions.
• Deposit and withdrawal amounts will not exceed amounts to be determined by the Company from time to time and in any event will not be less than ILS 1.
• The Company will be entitled, at any time, to restrict the activity in the personal account in various ways, including restricting the account in deposit and withdrawal amounts. The list of restrictions is attached as an appendix to this agreement, and may change at the Company’s discretion or by requirements of law.
• The Company may, for reasonable reasons, delay or refuse to execute any request to withdraw funds, cancel a withdrawal that was executed (while charging the user’s personal account or the account of another user to which the transfer was made), or not permit a deposit of funds into the personal account originating from a third party, if at least one of the following cases applies: (a) if there is a legal impediment; (b) if the action is not in accordance with the rules and procedures customary at the Company; (c) for reasons related to the Company’s policy, including its risk-management policy or business policy; (d) due to a deviation from the terms of use or in breach of the provisions of this agreement; (e) if there is doubt as to the genuineness or validity of the instruction to carry out the action; (f) if the action does not match the user’s profile; (g) where the user or the action themselves do not meet the criteria set for performing the service; (h) where the balance in the user’s personal account does not permit the action; (i) where the Company suspects that the action is a suspicious transaction according to the criteria it sets from time to time, all at its sole discretion. It is clarified, however, that the Company is not obligated to carry out such control or supervision, and that execution of a withdrawal instruction does not in itself constitute the Company’s confirmation that it meets the above conditions, and execution of a withdrawal instruction may not be relied upon as if the Company confirmed that it is proper.
• The user’s funds deposited in the personal account will be kept in a dedicated bank account of the Company whose purpose is to safeguard customers’ funds and which is managed for this purpose in trust and separately from other active accounts of the Company.

5. Other Actions and Credit in the Personal Account

• The Company will be entitled, itself or through others, to grant the user credit for the purpose of making a payment or transfer from the account, on its terms as they may be from time to time and at its full and absolute discretion, and subject to the provisions of the Fair Credit Law, 5753-1993 and any other law applicable to the Company’s activity in this matter.
• The grant of such credit will be subject to a separate engagement between the user and the Company.

6. Termination of the Engagement

• The term of the engagement under this agreement is not limited in time. The user will be entitled to notify the Company in writing, at any time, of termination of the engagement in accordance with the terms of this agreement. Termination of the engagement will take effect within one business day from the date on which the user completes all actions required to terminate the engagement and subject to any law on this matter. The required actions are, cumulatively: (a) withdrawal of the entire balance from the account; (b) completion of any withdrawal or deposit instruction not yet completed at the time the user’s notice is given; (c) settlement of the user’s debt to the Company, if any, including in respect of the provision of credit. Written notice will be given via the Website or by email and will be received at the Company on the following business day.
• The user will be entitled to request to freeze the use of the personal account by giving written notice on the Website or via the Application, and if it does so the use for giving new loading and withdrawal instructions will be frozen for the period for which the user requested the freeze, provided it does not exceed 45 days. If no user instruction was given regarding the freeze period, the activity in the account will be frozen for 14 days. Freezing the use of the personal account does not derogate from the Company’s rights under the contract and does not cancel payment instructions given prior to the freeze instruction that have not yet been completed.
• The Company will be entitled, at any time, to terminate the engagement subject to prior notice of at least 45 days in advance.
• Notwithstanding the foregoing, the Company may terminate the engagement immediately and permanently or freeze it for a limited period, while giving prior notice, if one or more of the following exceptional cases has occurred: (a) the user died, was declared legally incompetent, an order to open insolvency proceedings was issued against it, it was imprisoned, arrested or left the country; (b) there is a concern of misuse, including fraud, related to the payment-management service; (c) the user’s declarations provided to the Company turned out to be incorrect or inaccurate; (d) one or more of the means of payment registered in the user’s account is not valid, was blocked or was restricted from use in some manner; (e) the user used the service contrary to any law; (f) the user breached any undertaking it undertook toward the Company; (g) in the Company’s view there is a reasonable concern that the user will not be able to meet its obligations toward it; (h) in any other case where, in the Company’s discretion, continued use of the account service is liable to cause damage to the user or to the Company.
• The Company will send the user notice of termination of the engagement or freezing of the activity in the personal account immediately and as close as possible before carrying out the termination or freeze, unless the Company considered that giving prior notice is liable to frustrate the purpose for which the termination or freeze is required.
• If a credit balance remains in the personal account after termination of the engagement, the Company will transfer the balance to a personal bank account of the user (subject to presentation of a current account-management confirmation) unless it gave another withdrawal instruction in accordance with the provisions of this agreement. In the absence of a bank account or details regarding it, the Company will be entitled to determine the manner of transferring the credit balance or to hold it for the user until an appropriate instruction is given by it.
• Upon termination of the engagement, the Company will be exempt from returning to the user documents it provided to it or signed.

7. Fees, Taxes and Expenses

• The user undertakes to pay, and the Company will be entitled, from time to time, to charge the account:
• Fees to be determined by the Company, from time to time, and at their rate from time to time, according to the Company’s fee schedule.
• Any tax, levy or other mandatory payment of any kind that will apply as a result of the use of the payment-management service.
• A fee, according to the Company’s fee schedule customary at that time, for all expenses incurred by the Company as a result of termination of the engagement or suspension of the use of the personal account, including reasonable legal expenses.
• Collection expenses incurred by the Company due to default or dishonor of the user’s obligations toward the Company, including handling fees, investigation expenses, service of documents, expenses and court and execution-office fees.
• The Company will provide the customer with a tax invoice and/or receipt for payments the customer paid it, as applicable, and this will be made available to the customer via the Website.

8. Theft or Loss or Misuse

• Every payment action in the Application requires use of an essential component and an enhanced authentication detail. Authentication of the first activation on a telephone device is done by sending a text message to the telephone in which a SIM card associated with the user’s telephone number is installed.
• The user will immediately notify the Company in each of the following cases: (a) loss or theft of any of the parts of the essential component; or (b) misuse of the personal account; and will provide the Company with all the details known to it in connection therewith, and undertakes to act in accordance with the instructions given to it by the Company, including filing a complaint with the police if required and signing an affidavit. In its notice and declaration the user will provide details about the approximate place and time at which the essential component was stolen or lost or last used, and a description of other items that were stolen or lost that may assist in recovering the essential component.
• Liability for damage caused as a result of misuse of the account will be limited in accordance with the provisions of any law as they may be from time to time, and provided the user acted in accordance with the provisions of the law. Subject thereto, the user will not be liable for misuse made after the notice was given. The Company will be entitled to charge the user for any payment action made before the notice was given, in the amount set by law.
• The limitation of the user’s liability will not apply in the case of fraudulent intent, and in such a case the user will be solely liable for the misuse of the payment services.

9. Information Security

• In order to prevent unauthorized use of the Application or disclosure of information about the user, ensure that: (a) the cellular device on which the Application is installed is in the user’s sole possession, and is protected by a lock code known only to it; and (b) the cellular telephone device supports receiving and sending text messages. The Application must not be installed if the user’s telephone does not meet these conditions.
• The user will choose a personal code in accordance with the Company’s instructions, as may be given from time to time, by means of which it will be able to identify itself in order to carry out actions in the Application and with the means of payment registered in it. The Company will be entitled to require the user to replace the personal code from time to time or to add additional means of identification to the personal code as a condition for carrying out actions via the Application.
• Use of the service is personal and no third party may be permitted to use the personal balance or the user’s name or the personal code. The user agrees that it is responsible for any use made of its account in the Application using its personal code, all subject to the provisions of the law.
• The user undertakes to keep the personal code confidential, and in particular undertakes not to write it on the supported telephone device and not to keep it attached to it and not to convey or disclose the personal code to others in any case. A breach of one of these undertakings will be deemed making the essential component available to another person and may deprive the user of the exemption from liability for misuse of the personal account.

10. Exemption from Liability in Special Circumstances, Indemnity and Compensation

• The user hereby releases the Company from any liability for damage, loss, expenses and payments that may be caused to it, directly or indirectly, as a result of a malfunction in the computers of the Company, the banks or the credit-card companies, their peripheral equipment, or in any means of communication, or as a result of the absence of such devices.
• The user hereby releases the Company from any liability in the case of discontinuation of the engagement or its termination or freezing by the Company, as a result of circumstances beyond the Company’s control or in the case where the Company did not give, restricted or cancelled approval for transactions and actions via the account in accordance with this agreement.
• The user is aware that in order to provide services to a user located abroad or to enable the execution of transactions with service providers abroad, the Company is required to use service centers abroad. The Company will not be liable for any error, omission or malfunction of such a center. The said exemption will apply only to cases not within the Company’s control, and where the Company made a reasonable effort to prevent them.
• Notwithstanding the foregoing, the Company will not be exempt if the user proves that the said damage, loss or expense is the result of the Company’s negligence. It is also agreed that in any case where liability is imposed on the Company for any reason for damage, loss, expense or payment, including as stated above, the Company’s liability will be limited solely to direct damage only.
• The user will indemnify and compensate the Company for any reasonable loss, damage or expense (including attorney’s fees) caused to the Company as a result of any claim, proceeding or demand arising from a dispute that is wholly a dispute between the user and a third party in Israel or abroad. Likewise, in the case of such a claim, proceeding or demand, the Company will be entitled to take any step it deems fit.

11. Securities, Lien and Set-off

• In order to secure the fulfilment of the user’s obligations toward the Company, the Company will be entitled to condition the provision of the payment services, at any time, upon receipt of one or more of the following securities:
• Promissory note: to the extent a promissory note was provided by the customer, the customer hereby agrees and hereby authorizes the Company to fill in on the promissory note the maturity date and the amount of the debt as appearing in its books, to the extent the Company requests to make use of the promissory note and at its full and absolute discretion. The Company’s authority to do so will expire upon 12 months from the date of expiry of this contract.
• Maintaining a balance: the Company will be entitled to restrict withdrawal instructions so that after their execution a sufficient balance remains in the account to pay all of the user’s obligations toward the Company, in respect of that instruction or generally. Unless other notice is given, notice is hereby given to the user that the Company will act as stated in this section throughout the entire period of providing the payment services.
• A personal guarantee of shareholders or office holders (for corporate customers only).
• Lien and set-off: the Company will have a right of lien over any asset of the user held by the Company, including a credit balance in the personal account, as well as a right of set-off with respect to any amount due to the user from the Company against any amount due to the user from the Company. This provision in the agreement will constitute a notice of lien or notice of set-off, as applicable, and no further notice will be required to effect them.

12. Waiver of Confidentiality and Protection of Privacy

• The user agrees and confirms that the Company will be entitled, at any time, to provide to banks or credit-card companies, upon their request, any information regarding the personal account and/or the user for the purpose of operating it, providing service in connection with it, and the like.
• The user hereby agrees and confirms that for collection purposes the Company will be entitled, at any time, to provide to any entity details about it, and any entity will be entitled to provide to the Company, upon its request, any relevant information concerning the user for this purpose.
• The user confirms that it is aware that the information it provided to the Company is required by it for the purpose of making decisions regarding opening the personal account and providing the payment services. The user declares that it provides the information of its own free will and is under no legal obligation to provide it. The user confirms that it is aware that the information it provided to the Company will be held, in whole or in part, in databases, computerized or other, with the Company or with other entities, in clearing, collection or any other activity required for granting the service the Company is obligated to provide under this agreement. This provision will also apply to information the user provided about a payer to a user that is not an account holder with the Company. The user confirms that it is aware that the Company may continue to hold such information even after the expiry of this contract for any reason, and it agrees thereto.
• The user confirms and agrees that the information it provided to the Company and information about the actions carried out via the card will be used to offer it various goods or services in which it may have an interest, from time to time, and authorizes the Company to use the information for marketing and direct-mail purposes, subject to its rights under the Protection of Privacy Law, 5741-1981 and under any law.
• The user confirms that it has been informed that, in accordance with the Credit Data Law, 5776-2016, the Company may be required to transfer information about it to the credit-data register operated by the Bank of Israel.
• The Company may approach a credit bureau requesting a credit indication regarding it, within the meaning of this term in section 33 of the Credit Data Law, 5776-2016; and for the purpose of providing the said indication the credit bureau will approach the Bank of Israel to obtain data about the customer from the Bank of Israel’s central credit-data register. The user gives its consent thereto in advance to the extent required.

13. Company Records

• The Company’s records in any matter concerning this agreement and the provision of the service, including instructions it gave, will constitute prima facie evidence; and with respect to the user’s debts and obligations under this agreement they will be deemed prima facie evidence in connection with its debts toward the Company.
• The user hereby declares that it is aware that telephone calls with the Company may be recorded and that the recorded calls may be used by the Company for training and improving the service or for verifying the correctness of the information provided, or as evidence in any dispute or legal proceeding between the Company and the user and/or any third party. The recording or recording of the call will constitute evidence of the very existence of the call and of its content. The Company will act with respect to recording telephone calls in accordance with the instructions of relevant regulatory bodies as they may be from time to time. For the purpose of this section, “a telephone call or message” – including a message or conveyance of a message via the internet or email.

14. General Provisions

• Notices: any notice to the user arising from this agreement will be given by the Company in any manner it deems fit at its discretion, including publication in a daily newspaper or by sending an electronic notice, all subject to law if it applies or will apply to this matter. The user’s address, including its email addresses, will be the address for delivery of mail or notices as stated. The user undertakes to notify the Company in writing of any change in its address. Any notice sent to the user at the said address will be deemed to have reached the user within 2 business days from the date of its sending, and if sent by email, at the time of its sending.
• Headings: the headings of the sections of this agreement are given for convenience only, and are not to be relied upon in interpreting the terms of the agreement.
• Change of the terms of the agreement: the Company will be entitled, at its discretion, to change the terms of the agreement from time to time. Any change will take effect within 14 days from the date notice thereof is given to the user, but changes relating to tariffs and fees – within 7 days.
• Jurisdiction: exclusive jurisdiction to adjudicate any matter relating to this agreement will lie solely with the competent courts in the Tel Aviv District or the Jerusalem District.
• In any action with the customer’s debit card under the provisions of this contract, including a deposit by charging the card or crediting it, the Company’s name will appear in the breakdown of actions the customer receives from the issuer as the party with whom the customer carried out a transaction.
• In this contract the masculine form also means the feminine and vice versa.

15. Inquiries

• Without derogating from any provision in this agreement, a complaint on any matter concerning the services granted to the customer may be submitted to the Company’s Public Complaints Officer in one of the following ways: by email: [email protected] or by regular mail sent to the address: Kinneret 5, Bnei Brak, postal code 5126237.