2.2 Only the Client's customers resident in the Territory may utilise the TelUPay Services made available by the TelUPay System.

3.5 If any sum payable under this Agreement is not paid within seven (7) days after the due date then (without prejudice to the Service Provider's other rights and remedies) the Service Provider reserves the right to charge interest on such sum on a day-to-day basis (as well after as before any judgment) from the due date to the date of payment (both dates inclusive) at the rate of five (5) per cent above the TIPMEX, as published by the Peruvian Superintendence of Banking Insurance and AFP's Managers, or the maximum rate permitted under applicable laws, whichever is lower. There shall be no requirement for the service of notice by the Service Provider on the Client for interest to accrue.

6.1 The Client shall supply to the Service Provider, immediately after installation of the TelUPay Services, test data which in the reasonable opinion of the Service Provider is suitable to test to determine whether the TelUPay Services are in accordance with the Specification together with the results expected to be achieved by conducting such test protocols using the TelUPay Services. The Client shall not be entitled to object to such test protocols or expected results unless the Client can demonstrate to the Service Provider that they are not suitable for testing the TelUPay Services as aforesaid, in which event the Service Provider shall make any reasonable amendments to such test protocols and expected results as the Client may request. Subject to the receipt of such test protocols and expected results, the Service Provider shall process such test protocols, in the presence of the Client or its authorised representative, on the Equipment using the TelUPay Services by way of acceptance testing within seven (7) days after such receipt, at a time mutually convenient to the Client and the Service Provider.

6.2 The Client shall accept the TelUPay Services immediately after the Service Provider has demonstrated that the TelUPay Services have correctly conducted the test protocols by achieving the expected results and accordingly issue an acceptance certificate to the Service Provider ("Acceptance Certificate").

6.3 If the Client shall not supply any test protocols as aforesaid or shall fail to make itself available to attend acceptance tests within the said period of seven (7) days then the Client shall be deemed to have accepted the TelUPay Services and deemed to have issued an Acceptance Certificate.

8.1 The Service Provider warrants that the TelUPay Services shall conform to the facilities and functions set out in the Specification, as defined in the Service Level Agreement, when used on the Equipment and that the Services Documentation and the TelUPay Services will provide adequate instruction to enable the Client to make proper use of such facilities and functions.

8.2 Without prejudice to any other provision in this Agreement, if the Client issues or is deemed to have issued an Acceptance Certificate, the Service Provider shall have no liability or obligations to the Client or any of its assignees or transferees for any breach of the warranty in Clause 8.1 after sixty (60) days of the date in which the Acceptance Certificate was issued or deemed to be issued.

8.5 With exception of proven gross negligence or willful misconduct of the Service Provider or any third party acting on its behalf, the Service Provider shall not accept responsibility for any loss or damage, however caused, which the Client may directly or indirectly suffer in connection with the TelUPay Services or its Use of the TelUPay System to include updates, patches or enhancements to the same, maintenance and support services (if any), and any other items, deliverables, or information supplied by or on behalf of the Service Provider (collectively the "Products and Services"), and subject to the aforementioned exceptions, the Service Provider shall have no responsibility for any such loss arising out of and/or use of or reliance on any material or information contained on or accessed through the Products and Services.

9.1 Subject to the terms and conditions set out in this Agreement, the Service Provider grants the Client a non-transferable authority to avail of and use the TelUPay Services, which TelUPay Services shall, in turn, be subject to periodic revision by the Service Provider to reflect changes:

9.2 The Client shall Use the TelUPay System for its own internal business purposes only. Subject to Clause 26, or unless otherwise agreed in terms of this Agreement, the Client shall not permit any third party to use the TelUPay System nor use the TelUPay System on behalf of or for the benefit of any third party in any way whatsoever (including, without limitation, using the TelUPay System for the purpose of operating a bureau service).

9.3 The Use of the TelUPay System is restricted to use on and in conjunction with the Equipment save that:

10.1 The scope of services to be provided by the Service Provider to the Client pursuant to this Agreement shall be limited to the defined scope of services set out in the Service Level Agreement.

11.1 The TelUPay Services shall commence on the Acceptance Date and shall continue until terminated in accordance with any of the provisions of Clause 25 or any other Clause of this Agreement.

11.2 If a party wishes to amend the terms of this Agreement, then six (6) calendar months prior to the expiry of each Anniversary Year, the party wishing to make such amendments must notify the other party in writing of such suggested amendments, and the parties shall enter into negotiations in respect of the same for a period of two (2) calendar months ("Negotiation Period"). If the parties:

12.1 During the continuance of this Agreement, the Service Provider shall provide the Client with updates of the Current Release and the Maintenance Services.

12.4 The Client upon its prior written consent shall allow the representatives of the Service Provider access to the TelUPay System under reasonable conditions for maintenance, repairs, system health check, monitoring activities, accessing necessary information or data, to include downloading and printing of necessary information or data, in order to maintain the performance of the TelUPay Services.

14.1 The TelUPay System and the copyright and other Intellectual Property Rights of whatever nature in the TelUPay System are and shall remain the property of the Service Provider and the Service Provider reserves the right to provide or authorise the use of the TelUPay Services and/or the TelUPay System by third parties.

15.1 Except where such infringement is due to proven gross negligence or wilful misconduct of the Service Provider, where no exclusion of warranty against infringement of the Intellectual Property Rights of third parties is allowed under applicable laws and without prejudice to the Service Provider's right under Clause 8 to further limit its liability in this regard (if so allowed by applicable laws), the entire liability of the Service Provider to the Client in respect of such infringement shall be limited to the replacement or change of all or any part of the TelUPay Services and/or the TelUPay System in order to avoid or rectify such infringement.

15.2 In any claim that the normal use or possession of the TelUPay Services and/or the TelUPay System infringes the Intellectual Property Rights of a third party, the Client shall not oppose, interfere or prejudice the Service Provider's defence of such claim and the Client shall provide the Service Provider all reasonable assistance with such claim. The Service Provider shall have no obligation whatsoever where the claim arises from the use of the TelUPay Services and/or the TelUPay System in combination with any equipment (other than the Equipment) not supplied or approved by the Service Provider. In respect of any such claim, the reasonable external legal fees, and Court expenses incurred by the Client in its defence in any proceeding initiated against the Client, shall be borne or reimbursed, as the case may be, by the Service Provider.

16.1 The Client undertakes to treat as confidential and keep secret all information contained or embodied in the TelUPay System and the Specification and all information created, gathered or produced by use and/or maintenance of the same (including when training, auditing, testing, maintaining or installing the same), conveyed to the Client by the Service Provider (collectively the "Information").

16.2 The Client shall not without the prior written consent of the Service Provider divulge any part of the Information to any person except:

17.1 The Client may not make any copies of the TelUPay System. The TelUPay System shall be the property of the Service Provider and the Client shall ensure that the TelUPay System in the possession of the Client shall always bear the Service Provider's proprietary notice.

18.1 The Client shall during the continuance of the TelUPay Services effect and maintain the highest international security standards for commercial operations that conduct similar business operations to that of the Client to safeguard the TelUPay System from access or use by any unauthorised person by:

19.1 The Service Provider shall provide the Client with two (2) copies of a set of service manuals for the TelUPay Services containing sufficient information to enable proper use of all the facilities and functions set out in the Specification. If the Client requires further copies of such service manuals then these may be obtained from the Service Provider in accordance with its standard scale of charges from time to time in force.

20.1 The Service Provider, either on its own or through its duly authorized representative/s, shall provide training in the use of the TelUPay Services for the staff of the Client in accordance with the Training Plan.

21.1 The Service Provider and the Client shall treat as confidential all information supplied to each other under this Agreement which is designated as confidential by each of them or which is by its nature clearly confidential provided that this Clause shall not extend to any information which was rightfully in the possession of any of them prior to the commencement of the negotiations leading to this Agreement or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this Clause). No party shall divulge any confidential information to any person except to its own employees and then only to those employees who need to know the same. Each party shall ensure that its employees are aware of and comply with the provisions of this Clause. The foregoing obligations shall survive any termination of the TelUPay Services or this Agreement.

22.1 Each party shall nominate in writing upon the signing of this Agreement the person who will act as its representative for the purposes of this Agreement and who will be responsible for providing any information which may be required by any party to perform its obligations under this Agreement.

23.1 The parties shall procure that their respective representatives will meet (either physically or by way of telephone or video conference facilities) at least once a month between the date of this Agreement and the Acceptance Date to discuss and minute the progress of the TelUPay Services.

24.1 The TelUPay Services shall be provided by the nominated employees of the Service Provider or such other persons as may be approved by the Client in writing from time to time, such approval not to be unreasonably withheld or delayed.

25.1 The Service Provider may without the need for any formal notice being given, with immediate effect terminate this Agreement in the event that the Client breaches any of Clauses 2.2, 9.2, 13.1a), 13.1e), 14, 16, 17, 18 or 21. Upon the occurrence of any such event, the TelUPay Services shall immediately be terminated and the Service Provider shall, subject to pertinent governmental rules and regulations, at all reasonable times be entitled to enter any of the Client's premises where the Client's servers or data centers housing all or part of the TelUPay System are located (and so that the Client hereby irrevocably authorises the Service Provider, its employees and agents to enter any such premises for such purpose) to ensure that the Client may no longer have use or possession of the TelUPay System.

26.1 This Agreement is personal to the parties and, subject to Clause 26.2 or as otherwise expressly provided, neither this Agreement nor any rights, authorities or obligations under it, may be assigned or transferred by any party without the prior written approval of the other party, which approval shall not be unreasonably withheld.

26.2 Notwithstanding the foregoing, either the Service Provider or the Client may assign its rights and authorities and transfer its obligations under this Agreement to any acquirer of all or of substantially all of such party's equity securities, assets or business relating to the subject matter of this Agreement or to any entity controlled by, that controls, or is under common control with a party to this Agreement. Any attempted assignment or transfer in violation of this Clause 26 will be void and without effect.

27.1 Notwithstanding anything else contained in this Agreement, no party shall be liable for any delay in performing its obligations under this Agreement if such delay is caused by circumstances beyond its reasonable control (including without limitation any delay caused by any act or omission of the other party) provided however that any delay by a sub-contractor or supplier of the party so delaying shall not relieve that party from liability for delay except where such delay is beyond the reasonable control of the sub-contractor or supplier concerned. Subject to the party so delaying promptly notifying the other party in writing of the reasons for the delay (and the likely duration of the delay), the performance of such party's obligations shall be suspended during the period that said circumstances persist and such party shall be granted an extension of time for performance equal to the period of the delay. Save where such delay is caused by the act or omission of the other party (in which event the rights, remedies and liabilities of the parties shall be those conferred and imposed by the other terms of this Agreement and by law):

28.1 An offending party shall indemnify the aggrieved party and keep the aggrieved party fully and effectively indemnified on demand against any loss of or damages to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of the offending party, its employees, agents or sub contractors.

28.2 The Service Provider shall not be responsible for the maintenance, accuracy or good running of any version of the TelUPay Services except the version set out in Annex A.

29.1 No forbearance, delay or indulgence by any party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy set out in this Agreement, conferred upon or reserved for any party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

30.1 In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by any of the parties from any relevant competent authority then the parties shall amend that provision in such reasonable manner as

31.1 This Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter of this Agreement. No addition to or modification of any provision of this Agreement shall be binding upon either the Service Provider or the Client unless made by a written instrument signed by a duly authorised representative of the said parties.

32.1 Where this Agreement provides for the giving of notice or the making of any other communication, such notice or communication shall not (unless otherwise expressly provided) be effective unless given or made in writing in accordance with the following provisions of this Clause 32.

33.1 This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement.

34.1 Each party shall bear all costs incurred by it in connection with the preparation, negotiation and entry into this Agreement and the documents to be entered into pursuant to it.

35.1 The parties each agree to be fully responsible for their respective tax liabilities, obligations and consequences (including, without limitation, reporting and payment obligations) arising from the transactions set out in this Agreement. No party shall have any liability or obligation to any other party for the proper reporting, calculation,

37.1 No variation of this Agreement shall be effective unless in writing and signed by or on behalf of the Service Provider and the Client.

38.1 All parties will comply with all applicable laws, rules and regulations in respect of all activities conducted under this Agreement.

39.1 This Agreement is made in the English language and the Spanish language. If there is any conflict in the meaning between the Spanish language version of this Agreement and the English language version or translation of it in any other language, the Spanish language version shall prevail.

40.1 Subject to Clauses 40.2 and 40.3, no party may make any press release or other public announcement about this Agreement or the transactions contemplated by it, or disclose any of the terms of this Agreement, except with the prior written consent of the Service Provider and the Client, which consent shall not be unreasonably withheld.

40.2 The parties will draft and release through an international newswire service a number of press releases announcing their business relationship and material milestones or accomplishments reached between the parties. Each such press release will be drafted, reviewed and agreed to by the parties prior to its release and shall be released within fifteen (15) days following any material milestone or accomplishment reached by the use of the TelUPay Services via the TelUPay System.

40.3 Clause 40.1 shall not apply to:

41.1 The provisions of the Annexes A and B form part of this Agreement as if set out here.

42.1 This Agreement shall be governed by laws of Peru. Any dispute which may arise between the parties concerning this Agreement shall be determined as follows: