International Payments Cross Border Operating Rules

Article I -- Scope of the Rules

The Cross-Border Payment Operating Rules apply to certain electronic Automated Clearing House (ACH) Transactions and transaction data exchanged between Gateway Operators subscribing to these rules.

Article II -- Gateway Operators

Originating Gateway Operator (OGO)

An Originating Gateway Operator shall be a participant of a national payment system or an entity acting as an agent for that participant, that (1) is capable of clearing and settling payments in that system, and (2) transfers transactions to a Receiving Gateway Operator of a foreign payment system, in accordance with the Cross-Border Payment Operating Rules.

Receiving Gateway Operator (RGO)

A Receiving Gateway Operator shall be a participant of a national payment system or an entity acting as an agent for that participant, that (1) is capable of clearing and settling payments in that system, and (2) receives transactions from an Originating Gateway Operator of a foreign payment system, in accordance with the Cross-Border Payment Operating Rules.

Article III -- Compliance With Rules

Each participating Gateway Operator agrees to be bound by these rules and warrants that it is legally able to comply with all applicable requirements thereof.

Article IV -- Additional Bodies of Law

Gateway Operators shall comply with all additional laws, rules, regulations and court orders to which they are subject governing the exchange or effecting of transactions.

Article V -- OGO/RGO Agreement

An OGO and RGO shall have in place an agreement under which the parties agree to (1) be bound by the Cross-Border Payment Operating Rules, (2) the terms and conditions for the time-value of execution, allocation of gains, losses and the assumption of risk for foreign exchange conversion, (3) the technical and operational responsibilities of each party, (4) the procedures for settlement between the parties, and (5) define what constitutes a commercially reasonable timeframe with a clear definition of force majeure provisions. Unless otherwise agreed to, the relationship between the OGO and RGO shall be governed by the law of the State (country) of the RGO.

Article VI -- Transaction Returns

The rights, obligations, and procedures associated with returning a cross-border transaction are determined by the national payment system operating rules of the receiving country of the original transaction.

Article VII -- Erroneous Transactions by Gateway Operators

An OGO may request an RGO to return or adjust an Erroneous Transaction initiated by the OGO. The RGO may, but is not obligated to, comply with such request.

Article VIII -- Irrevocability of Cross-Border Settlement

Upon funding of a transaction between Gateway Operators settlement is irrevocable.

Article IX -- Processing, Scheduling & Timing

A Gateway Operator shall process and transfer a transaction to the appropriate subsequent party within a commercially reasonable timeframe.

Article X -- Record Retention

A Gateway Operator shall retain record of each transaction it processes for a period of one-year from the date that the transaction was transmitted or received.

Article XI -- Contingency Notification

In the event of a delay that affects its ability to process a transaction, the RGO shall duly notify the OGO of the transaction within a commercially reasonable timeframe

Article XII -- Arbitration & Compensation

Unless otherwise agreed to, disputes arising out of or in connection with these rules and underlying agreements shall be resolved under the Rules of Arbitration of the International Chamber of Commerce.

Article XIII -- Gateway Operator Technical Capabilities

A Gateway Operator is responsible for the exchange of transactions in accordance with applicable national payment system rules, and the exchange of transactions with other Gateway Operators in accordance with the OGO/RGO agreements.

Article XIV -- Gateway Operator Warranty

A Gateway Operator warrants to all other Gateway Operators that such transaction received from its national payment system or another Gateway Operator will be processed in compliance with these rules.

Article XV -- Liability for Breaching Gateway Operator Warranty

Each Gateway Operator breaching the warranty prescribed in Section XIV of these rules shall be limited to (1) transaction charges and fees charged by the Gateway Operator, which shall indemnify another participant in connection with the transaction, (2) interest (at the short-term offer money market rate of the originating country for the originated currency) for the period during which the relevant Gateway Operator failed to perform its obligations under the terms of its OGO/RGO agreement, and (3) reimbursement of the original principal amount which the Gateway Operator failed to transfer in accordance with its OGO/RGO agreement regardless of any foreign exchange fluctuation, to the exclusion always of indirect or consequential damages.

Article XVI -- Amendment of Cross-Border Payment Operating Rules

Any amendment (including any addition to or repeal) of these rules may be made as follows: by the vote at a meeting or by the written consent of the members of the Cross-Border Council in accordance with the Charter of the Cross-Border Council.

Article XVII -- Definition of Terms

"ACH Transactions" or "Automated Clearing House Transactions"
An electronic batch-oriented transaction.

"Charter" or "Cross-Border Council Charter"
A document which defines the nature, structure, procedures and policies governing the Cross-Border Council adopted August 1995, as amended from time to time.

"Cross-Border Council" or "Council"
The Cross-Border Council is an emancipated entity of the National Automated Clearing House Association (NACHA).

"Erroneous Transaction"
An erroneous transaction is a transaction that (1) is a duplicate of a transaction previously initiated by the OGO, (2) orders payment not intended to be credited or debited by the originator, or (3) orders payment in an amount different than was intended by the originator.

"Gateway Operator"
Gateway Operator means either an Originating Gateway Operator or a Receiving Gateway Operator.

"Originating Gateway Operator" or "OGO"
An Originating Gateway Operator shall be a participant of a national payment system or an entity acting as an agent for that participant, that (1) is capable of clearing and settling payments in that system, and (2) transfers transactions to a Receiving Gateway Operator of a foreign payment system, in accordance with the Cross-Border Payment Operating Rules.

"Receiving Gateway Operator" or "RGO"
A Receiving Gateway Operator shall be a participant of a national payment system or an entity acting as an agent for that participant, that (1) is capable of clearing and settling payments in that system, and (2) receives transactions from an Originating Gateway Operator of a foreign payment system, in accordance with the Cross-Border Payment Operating Rules.

"State"
State refers to a defined territory of governmental jurisdiction.

"Transaction(s)"
Transaction means an order or request for the (1) credit of money to an account, (2) the debit of money from an account, or (3) a zero value entry