Whereas          The client requested the company, as defined below, to provide him with Payment Management Services as detailed in this Agreement; and

Whereas          The company agreed to provide the client with Payment Management Services, subject to the provisions of this Agreement and any law;

Therefore, it was agreed and stipulated between the parties as follows:

1.              The introduction to this Agreement comprises an integral part thereof.

2.              Definitions

2.1.        The company – ICP Finances Ltd., Com. No. 511089526

2.2.        The personal account – A personal account managed for the client by the company and intended for the client’s use in Israel and overseas, in accordance with the provisions of this Agreement. The personal account includes a variable balance through payments to and from the account.

2.3.        The application – A designated application of the company for activating the personal account management services.

2.4.        The website – The company’s website at www.mani.co.il.

2.5.        The user or client – The client who signed this Agreement, who has registered online to receive payment services from the company, and is an individual adult, and when they see that it is a corporation registered in Israel.

2.6.        Payment Services Law – Payment Services Law 5779-2019, including regulations enacted thereunder, as amended from time to time, or any other law that will substitute it.

2.7.        Supported telephone device – A telephone device (including similar devices, such as a tablet), in which the application can be installed, depending on its hardware version and operating system, and it matches its technological requirements, including having an Internet browsing protocol through the cellular network or via a wireless network and which is properly connected during use.

2.8.        Essential component – A combination of a supported telephone device on which the application was installed, the personal code chosen by the client and/or biometric means of identification (such as the fingerprint or facial recognition), insofar as the supported telephone device enables, and insofar as the client has chosen the aforementioned identification method; or entering a one-time code that will be sent to the client’s mobile phone.

2.9.        Enhanced verification detail – The verification details that the company will determine from time to time, as those that verify the client’s identity with a high degree of certainty. Currently, entering the personal code together with the use of a biometric means chosen by the user (facial or fingerprint recognition) or using a one-time password on the supported phone device, will be deemed an enhanced verification detail.

2.10.     Business day – A day when most of the company’s business operates and for which banking corporations usually conduct clearing of bank relays.

2.11.     Prepaid card – A prepaid card with the Mani brand or another brand of the company, which was issued to the client by Max IT Finance Ltd., insofar as issued.

2.12.     Abuse – Abuse of the personal account, as defined in the Payment Services Law and in this Agreement.

3.              Registering and opening a personal account

3.1.        After the user has registered to receive payment services from the company, and after verification procedures, identifying and knowing the client, which are required by law, and their completion 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 phone number with which the user registered for the service and his identification number.

3.2.        The company is entitled to refrain from providing the service to every registrant, even if completed a registration, verification and identification procedure, and even if signed or confirmed his consent to this Agreement. The decision in this regard is subject to the complete and absolute discretion of the company.

3.3.        Each user may open one personal account. The user will be the sole owner of the personal account, except in cases where the company expressly allowed otherwise.

3.4.        The user declares that the funds in the personal account will not be held by him for or for the benefit of another person, and there will be no other person with the ability to direct the activity in the finances and the account.

3.5.        The user hereby declares and undertakes that the use of the payment services provided by the company will be carried out by him in accordance with the law, in good faith and in an acceptable manner, and that the information he provides to the company in order to open the account and during its management will be complete, correct and accurate; he will not misuse the information or use it contrary to the law or public order or any unreasonable use or for purposes other than those for which the service is intended, including making illegal or prohibited money transfers or money transfers in order to bypass the limitations regarding reporting in connection with the prevention of money laundering and terrorist financing or impersonating any other person or legal entity. Without detracting from the company’s rights, if the user violates such a prohibition, he will indemnify the company for any damage it may incur as a result therefrom.

4.              Deposit and withdrawal

4.1.        Upon opening the personal account, the user will be allowed to deposit funds thereinto and withdraw funds therefrom, in accordance with the provisions of this Agreement. The user will be able to receive information, at any time, regarding the status of the account and its balance, by using the app on a supported phone.

4.2.        A deposit to the account will be made in one of the following ways: (a) transfer from a bank account owned by the user; (a) payment using a personal debit card owned by the user; (c) depositing cash at a designated loading point, out of a list to be published by the company from time to time; (d) unloading a loaded card (in accordance with the conditions and limitations applicable to the use of the prepaid card); (e) transfer from accounts of other users with the company (subject to the approval of the transferor and the existence of a sufficient balance in his account); or (f) payment or transfer to an account by a third party, even if he does not have an account with the company by sending a link to the payer; (all the above options shall be hereinafter referred to as – “Deposit”).

4.3.        Deposit (minus a commission for the operation, as applicable according to the type of deposit) will be credited to the user’s personal account within two business day. Notwithstanding the aforementioned, a deposit by way of payment using a debit card or unloading a loaded card will be credited to the account immediately.

4.4.        Withdrawal from the personal account will be possible in the following ways: (a) transfer to a personal bank account owned by the user (subject to presenting a current account management certificate); (b) crediting a personal debit card owned by the user; (c) in cash at a designated loading point; (d) loading a prepaid card (in accordance with the conditions and limitations applicable to the use of the prepaid card); (e) transferring to another user’s personal account with the company, subject to the existence of a sufficient balance in the transferring user’s personal account; or (f) transfer to a third party who does not have a personal account with the company to his bank account in Israel or abroad or crediting his credit card (this option is not active at the time of signing this Agreement, and its activation involves a separate notification on behalf of the company, including the provisions applicable thereto); (all the above options shall be hereinafter referred to as – “Withdrawal”).

4.5.        Withdrawal by any means (except cash withdrawal) will be made as soon as possible and will be completed within two business day, at the latest. In a withdrawal to the client’s bank account or debit card, the credit date will also depend on the conditions of the entity to which the funds were transferred and the characteristics of its activity.

4.6.        Each withdrawal operation will be charged to the personal account immediately upon giving the withdrawal instruction by the user. If the user made an error in the withdrawal details, the responsibility in this matter will apply only to him, and he will not have any claim against the company in this regard.

4.7.        In the operation of transferring a payment to the personal account of another user in the company –

(a)    The user will be entitled to cancel the operation, as long as the payee’s consent has not been given to accept it, to the extent such consent is required, and the amount will be credited to the user’s personal account minus the operation fees that will be charged in any case, if there were any. Canceling an operation involves contacting the company by phone during its normal operating hours.

(b)    After the recipient of the payment has confirmed his consent to receive it, insofar as his approval is required, the user will not be able to cancel the operation in any way.

(c)    If the recipient of the payment does not confirm his consent to receive the payment within 3 business days from the date of the instruction, the instruction will be canceled, and the amount will be credited to the user’s account at that time, less the operation fees that will be charged in any case, if any. In the operation of receiving payment from another user’s personal account, the user will be credited in his personal account immediately after confirming his consent to the operation.

4.8.        Any operation in the personal account will be carried out by way of giving an instruction by the user using the app on a supported phone and require identification through the use of an essential component and an enhanced identification detail. The company will deduct fees from the amount of the transfer or withdrawal, in accordance with its procedures at that time.

4.9.        The user undertakes not to give instructions to withdraw money, whose cumulative value exceeds the balance of the accumulated amount in the account at that time, including the fees for these operations.

4.10.     Deposit and withdrawal amounts will not exceed amounts determined by the company from time to time, and in any case will not be less than NIS 1.

4.11.     The company will be entitled, at any time, to limit the activity on the personal account in various ways, including the account limitation in deposit and withdrawal amounts. The list of limitations is attached as an appendix to this Agreement, and it can change according to the company’s discretion or the requirements of the law.

4.12.     The company may, for reasonable reasons, delay or refuse to carry out any request to withdraw funds and to cancel a withdrawal made (while charging the user’s personal account or another user’s account to which the transfer was made), in one of the following cases: (a) if there is a legal impediment; (b) if the operation is not according to the rules and procedures used in the company; (c) for reasons related to company policy, including the risk management policy or business policy; (d) due to a violation of the terms of use or in violation of the provisions of this Agreement; (e) if there is doubt regarding the truth or validity of the instruction to perform the operation; (f) if the action does not match the user’s profile; (g) in the event that the user or the operation itself does not meet the established criteria for performing the service; (h) in the event that the balance in the user’s personal account does not enable the operation to be carried out; (i) in the event that the company suspects that the operation is a suspicious transaction according to the criteria it will establish from time to time, all according to its sole discretion. However, it is clarified that the company is not obligated to carry out such control or supervision, and that the execution of a withdrawal order does not, in itself, constitute a confirmation by the company that it meets the above conditions, and the execution of a withdrawal order should not be relied upon as if the company confirmed that it is valid.

4.13.     The user’s funds deposited in the personal account will be kept in a designated bank account of the company, whose purpose is to retain client money, and which will be managed for the benefit of this matter in trust and separately from other active accounts of the company.

5.              Other operations and credit in the personal account

5.1.        The company will be entitled, by itself or through others, to grant credit to the user in order to make a payment or transfer from the account, according to its terms, as they shall 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 activities in this regard.

5.2.        Providing such credit will be subject to a separate agreement between the user and the company.

6.              Termination of the Agreement

6.1.        The engagement period according to this Agreement is not limited in time. The user will be entitled to notify the company in writing, at any time, of the termination of the Agreement in accordance with the terms of this Agreement. The termination of the Agreement will take effect within one business day from the date on which the user completes all the necessary operations for the termination of the Agreement and subject to any law in this regard. The required operations are in aggregate (a) withdrawal of any balance from the account; (b) completion of any withdrawal or deposit instruction that has not yet been completed at the time of the user’s notification; (c) settlement of the user’s debt to the company, insofar as there was any, including for the provision of credit. A written notification will be given through the website or via e-mail and will be received by the company on the following business day.

6.2.        The user will be entitled to request to freeze the use of the personal account by giving a written notice on the website or through the application, and if he did, the use will be frozen to provide new loading and withdrawal instructions for the time period for which the user requested the freeze, provided that it does not exceed 45 days. If the user’s instruction was not given regarding the freezing period, account activity will be frozen for 14 days. Freezing the use of the personal account does not detract from the company’s rights according to the Agreement and does not cancel payment instructions that were given prior to the freezing order and have not yet been completed.

6.3.        The company will be entitled, at any time, to terminate the Agreement, subject to advance notice of at least 45 days.

6.4.        Notwithstanding the above, the company may terminate the Agreement immediately and permanently or freeze it for a limited period, with a prior notice, upon the occurrence of one or more of the following exceptional cases: (a) the user has passed away, has been declared legally incompetent, an order was issued against him to initiate insolvency proceedings, he was banned, arrested or left the country; (b) there is a fear of misuse, including fraud, related to the payment management service; (c) the user’s statements provided to the company turned out to be incorrect or inaccurate; (d) one or more of the payment methods registered in the user’s account is incorrect, blocked or restricted for use in some way; (e) the user used the service in violation of any law; (f) the user violated any undertaking he made towards the company; (g) in the opinion of the company, there is a reasonable fear that the user will not be able to comply with his undertakings towards it; (h) in any other case, where at the company’s discretion, the continued use of the account service may cause damage to the user or the company.

6.5.        The company will send the user a notification regarding the termination of the Agreement or the freezing of the activity in the personal account immediately and as close as possible before terminating or freezing the Agreement, unless the company believed that giving advance notice could harm the purpose for which the termination of the Agreement or its freezing is required.

6.6.        If there is a credit balance left in the personal account after the termination of the Agreement, the company will transfer the balance to the user’s personal bank account (subject to presenting a current account management certificate), unless a different withdrawal instruction was given by him in accordance with the provisions of this Agreement. In the absence of a bank account or details thereabout, the company will be entitled to determine the manner of transferring the credit balance or retain it for the user, until the receiving a suitable instruction by him.

6.7.        Upon the termination of the Agreement, the company will be exempt from returning to the user documents that he provided it or signed on.

7.              Fees, taxes and expenses

The user undertakes to pay, and the company will be entitled, from time to time, to debit the account:

7.1.        At the fees determined by the company, from time to time, and according to their rate from time to time, according to the company’s tariff.

7.2.        In any tax, levy or other mandatory payment of any kind that will apply following the use of the payment management service.

7.3.        In commission, according to the company tariff customary in the company at that time, in respect of all the expenses incurred by the company following the termination of the Agreement or the freezing of the use of the personal account, including, reasonable legal expenses.

7.4.        In collection expenses incurred to the company due to arrears or non-respect of the user’s undertakings towards the company, including handling fees, investigation expenses, deliveries, court expenses and fees and execution.

7.5.        The company will provide the client with a tax invoice and/or a receipt for payments made by the client, as applicable, which will be made available to the client through the website.

8.              Theft or loss, or misuse

8.1.        Every payment operation in the application requires the use of an essential component and in particular enhanced verification. The verification of the first operation on a telephone device is done by sending a text message to the telephone in which a SIM card is installed which is associated with the user’s telephone number.

8.2.        The user will immediately notify the company in any of the following cases: (a) loss or theft of any of the essential component parts; or (b) misuse of the personal account; and will provide the company with all the details known to him in connection therewith, and he undertakes to act in accordance with the instructions given to him by the company, including filing a police complaint, as required, and signing an affidavit. In his notification and statement, the user will provide details about the estimated location and time when the essential component was stolen or lost or was last used, as well as a description of other stolen or lost objects that may assist in the return of the essential component.

8.3.        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, provided that the user acted in accordance with the provisions of the law. In accordance therewith, the user will not be liable for misuse that will be made after the delivery of the message. The company will be entitled to charge the user for any payment made before the delivery of the notice, according to the amount stipulated by law.

8.4.        Limitation of user liability will not apply in case of fraudulent intent; in the aforementioned case, the user will be solely liable for the misuse of the payment services.

9.              Data security

9.1.        In order to prevent unauthorized use of the application or disclosure of information, the user must ensure that: (a) the mobile device on which the application is installed is in the sole possession of the user and is protected by a lock code known only to him; and (b) the cell phone device supports receiving and sending text messages. Do not install the application if the user’s phone does not comply with these conditions.

9.2.        The user will choose a personal code in accordance with the company’s instructions, as given from time to time, through which he can identify himself in order to perform operations in the application and with the payment methods registered therein. The company will be entitled to require the user to change the personal code from time to time or add additional means of identification to the personal code as a condition for performing operations using the application.

9.3.        The use of the service is personal, and no third party is allowed to use the personal balance or the username or the personal code. The user agrees that he is responsible for any use that will be made of his account in the application using his personal code, all subject to the provisions of the law.

9.4.        The user undertakes to maintain the confidentiality of the personal code; in addition, the user undertakes not to register the personal code on the supported telephone device and keep it close to him and not give or reveal it to others under any circumstances. Violation of one of these undertakings will be deemed as providing the essential component to another person and may exclude the user from liability for misuse of the personal account.

10.          Exemption from liability in special circumstances, indemnification and compensation

10.1.     The user hereby releases the company from any liability for damage, loss, expenses and payments which may be caused to him, directly or indirectly, as a result of an error in the company’s computers, banks or credit companies, including their peripheral equipment, or by any means of communication, or as a result of the absence of such devices.

10.2.     The user hereby releases the company from any liability, in the event of termination or freezing of the Agreement by the company, as a result of circumstances beyond the company’s control or in the event that the company did not give, limited or canceled authorization for transactions and operations through the account, in accordance with this Agreement.

10.3.     The user is aware that in order to provide services to the user who is abroad or to enable transactions with service providers abroad, the company is required to use service centers abroad. The company will not be liable for any error or omission or malfunction of such center. The aforementioned exemption will only apply to cases outside the company’s control, and the company made a reasonable effort to prevent them.

10.4.     Notwithstanding the above, the company will not be exempt if the user proves that the aforementioned damage, loss or expense is the result of the company’s negligence. It is also agreed that in any case that the company is held liable for any reason whatsoever for damage, loss, expense or payment, including as mentioned above, the company’s liability will be limited to direct damage only.

10.5.     The user will indemnify and compensate the company for any reasonable loss, damage or expense (including attorney’s fees), that will be accrued to the company as a result of any claim, procedure or demand, deriving from a conflict between the user and a third party in Israel or abroad. In addition, in the event of a claim, procedure or demand as mentioned, the company will be entitled to initiate any step it deems appropriate.

11.          Collateral, lien and offset

11.1.     For the purpose of ensuring the fulfillment of the user’s obligations towards the company, the company will be entitled to condition the provision of payment services, at any time, on the receipt of one or more of the following collaterals:

(A)     Promissory note: Insofar as a promissory note was delivered by the business, the business hereby agrees and authorizes the company to fill in the promissory note the date of its payment and the amount of the debt as it appears in its books, to the extent the company requests to make use of the promissory note, at its full and absolute discretion. The company’s authority to do so will expire at the end of 12 months from the date of termination of this Agreement.

(B)     Retention of balance: The company will be entitled to limit withdrawal instructions, so that after their execution, a sufficient balance will remain in the account to pay all the user’s obligations towards the company in respect of that instruction or in general. Unless otherwise notified, notice is hereby given to the user that the company will act as stated in this section throughout the period of providing the payment services.

(C)     Personal guarantee of shareholders or office holders (for corporate clients only).

11.2.     Lien and Offset: The company will have a lien on any property of the user in the company’s possession, including a credit balance in the personal account, and an offsetting right regarding any amount due to the user from the company. This provision in the Agreement will constitute a notice of lien or an offset notice, as the case may be, and no further notification will be required for their formation.

12.          Waiver of confidentiality and privacy protection

12.1.     The user agrees and confirms that the company may, at any time, give to the banks or credit companies, at their request, any information regarding the personal account and/or the user for the purpose of its operation, provision of service in connection therewith, etc.

12.2.     The user hereby agrees and confirms that, for collection purposes, the company will be entitled at any time to provide any entity with details thereabout, and any entity will be entitled to provide the company, at its request, any relevant information concerning the user for this purpose.

12.3.     The user confirms that he is aware that the information provided by him is necessary to the company for the purpose of making decisions regarding the opening of the personal account and the provision of payment services. The user declares that he is handing over the information of his own free will and is under no legal obligation to do so. The user confirms that he is aware that the information provided by him to the company will be kept, in whole or in part, in databases, computerized or otherwise, at the company or at other entities, in clearing activities, collection or any other activity required to provide the service to which the company is obligated according to this Agreement. This provision will also apply to information provided by the user about payer to a user who does not have an account with the company. The user confirms that he is aware that the company may continue to hold such information even after the expiration of this Agreement for any reason, and he agrees therewith.

12.4.     Subject to his consent to the request, the user confirms and agrees that the information provided by him to the company and information about the operations done using the card will be used to offer him various consumer goods or services that he may be interested in, from time to time, and he authorizes the company to use the information for marketing and direct mail purposes, subject to his rights according to the Protection of Privacy Law, 5741–1981.

12.5.     The user confirms that he was informed that in accordance with the Credit Data Law, 5776-2016, the company may be obliged to transfer information about him to a credit data database operated by the Bank of Israel.

12.6.     The company may contact a Credit Bureau with a request for a credit score thereabout, as defined in Article 33 of the Credit Data Law, 5776-2016; and that for the purpose, the Credit Bureau will contact the Bank of Israel to obtain data about the business from the Bank of Israel’s central credit database. The user gives his consent to this in advance, as required.

13.          Company records

13.1.     The company’s records in all matters relating to this Agreement and the provision of the service, including instructions, will constitute prima facie evidence; with regard to the duties and obligations of the user under this Agreement, the company’s records will be considered prima facie evidence in connection with his obligations towards the company.

13.2.     The user hereby declares that he is aware that telephone conversations with the company may be recorded and that the recorded conversations may be used by the company for training and service improvement purposes or for the purpose of 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 of the conversation will be deemed evidence of the very existence of the conversation and its content. The company will act in the matter of recording telephone calls according to the instructions of relevant regulatory bodies, as will be from time to time. For the purposes of this section, “telephone call or message” – including a message or sending a message via the Internet or e-mail.

14.          General provisions

14.1.     Messages: Any message to the user deriving from this Agreement will be given by the company in any way it deems fit at its discretion, including publication in a daily newspaper or by sending an electronic message, all subject to the law, if it applies or will apply in this matter. The user’s address, including e-mail addresses, will be the address for the service of mail or messages as mentioned. The user undertakes to inform the company in writing of any change in his address. Any message sent to the user according to the said address, will be deemed as having reached the user within 2 business days from the day it was sent, and if sent by e-mail, at the time of its sending.

14.2.     Headings: The headings of the sections of this Agreement have been given for convenience purposes only, and they should not be used for interpreting the terms of the Agreement.

14.3.     Amending the terms of the Agreement: The company will be entitled, at its discretion, to amend the terms of the Agreement from time to time. Any amendment will enter into force within 14 days from the day the user is notified; however, amendments concerning rates and fees will enter into force within 7 days.

14.4.     Jurisdiction: The exclusive jurisdiction to discuss all matters relating to this Agreement will be exclusively for the competent courts in the Tel Aviv district or the Jerusalem district.

14.5.     In any operation on the client’s prepaid card according to the provisions of this Agreement, including a deposit by debiting the card or crediting it, the name of the company will appear in the details of the operations that the client will receive from the issuer, as the business with which the client made a transaction.

14.6.     In this Agreement, masculine also means feminine and vice versa.

15.          Inquiries

15.1.     Without detracting from any provision in this Agreement, a complaint in any matter regarding the services provided to the business can be submitted to the company’s Public Inquiries Officer in one of the following ways: E-mail: [email protected] or by regular mail by delivery to 5 Kinneret St., Bnei Brak, Zip code 5126237.