PARTNERSHIP FRAMEWORK AGREEMENT No. ___
City of ____________ “_” __________ 20
Private Company “AJR Finance Ltd.”, hereinafter referred to as the “Company” or “AJR Finance”, represented by ____________________, acting on the basis of ____________________, on the one hand,
and ___________________________, hereinafter referred to as the “Partner”, represented by ____________________________, acting on the basis of ________________________, on the other hand,
hereinafter collectively referred to as the “Parties”, and individually as a “Party”,
have entered into this Partnership Framework Agreement (hereinafter — the “Agreement”) as follows:
Section 1 — Terms and Definitions
For the purpose of ensuring consistent interpretation of the provisions of this Agreement, the Parties agree to use the following terms in the meanings set out below:
1.1. AJR Finance (hereinafter — the “Company”) — a private Islamic financial institution established and duly registered within the territory of the Astana International Financial Centre (AIFC), carrying out activities in the field of Islamic finance, including deferred payment financing under the Murabaha model, and holding the relevant licence to conduct such activities.
1.2. AJR Platform (hereinafter — the “Platform”) — a specialised software system owned by the Company and hosted on the Internet, through which the submission, processing, approval, and administration of applications are carried out, as well as the generation and exchange of documentation between the Parties, including functionality for the identification and verification of Clients and Guarantors.
The Platform represents a unified digital ecosystem comprising a set of interrelated modules, subsystems, and services that ensure automation, integration, and digitalisation of the interaction between the Parties.
The Platform includes, among other things, the Company’s web portal, mobile applications, personal accounts, internal and external interfaces, integration modules, API services, and other technological solutions ensuring system functionality.
Each module of the Platform, including client, partner, administrative, and other subsystems, constitutes an integral part of the AJR Platform and may be hosted under various domain names, subdomains, online resources, and/or mobile applications (for iOS, Android, and other operating systems), providing access to Users in accordance with their rights and roles.
The AJR Platform functions as a single ecosystem of the Company, combining the website, mobile applications, data processing modules, notification system, analytical services, and tools for integration with external information systems, ensuring the integrity, security, and continuity of business processes in the digital environment.
1.3. Partner — a legal entity incorporated in accordance with the laws of the Republic of Kazakhstan, engaged in the sale of goods and/or provision of services and engaged by the Company for the purpose of financing Clients under this Agreement.
1.4. Client — a legally capable individual who has expressed an intention to purchase goods or services using the deferred payment financing mechanism provided by the Company under the Islamic finance model.
1.5. Guarantor — a person who has agreed to assume joint or subsidiary liability for the Client’s obligations to the Company arising from the deferred payment financing.
1.6. Application — an application submitted via the AJR Platform, which constitutes an offer to conclude a sale and purchase agreement in electronic form (in accordance with Articles 406 and 153 of the Civil Code of the Republic of Kazakhstan), signed using identification data equivalent to a digital signature.
1.7. Goods Invoice — a document confirming the transfer of ownership of goods (or services) from the Partner to the Company, serving as a mandatory annex to the Application and as the basis for the Company’s payment obligation.
Continuation of Section 1 — Terms and Definitions
1.8. Murabaha — an Islamic financing model under which the Company, upon the Client’s instruction, purchases the specified goods or services from the Partner and resells them to the Client at an agreed price on deferred payment terms, in accordance with the rules of Shariah and without charging interest.
1.9. Deferred Payment Agreement (Murabaha Agreement) — a separate agreement between the Company and the Client concluded via the Platform, which confirms the Client’s obligation to pay the price of the goods/services in instalments under the terms agreed for each Application.
1.10. Client’s Purchase Confirmation (Acceptance) — the Client’s consent to purchase the goods from AJR Finance under the terms of the Murabaha Agreement, expressed in electronic form through the Platform after the Company confirms ownership of the goods.
1.11. Discount — a reduction in the price of goods/services provided by the Partner to the Company under a specific Application in accordance with this Agreement, applied when calculating the amount payable by the Company.
1.12. Financing — the set of legally significant actions aimed at the purchase by the Company from the Partner of goods/services with subsequent resale of such goods/services to the Client under deferred payment terms based on the Murabaha model.
1.13. Limit/Budget — the maximum financing volume determined unilaterally by the Company for a specific Partner, within which Applications may be submitted during a reporting period.
1.14. Suspension/Reset of the Limit — temporary or permanent restriction by the Company of the Partner’s right to submit new Applications, including blocking access to the Platform, in case of the Partner’s breach of this Agreement or other grounds stipulated by law or the Company’s internal policies.
1.15. Client’s Withdrawal from the Transaction — a legally significant action (or omission) consisting of the Client’s failure to activate the deferred payment agreement within the prescribed period, resulting in the termination of the sale and purchase agreement.
1.16. Return of Goods — the Client’s right to withdraw from the goods/services after activation of the Agreement within 14 days, after which the Partner shall be obliged to reimburse the Company for the amount paid for the purchased goods/services.
1.17. Due Diligence / BMG / AML / Scoring — a set of automated and manual procedures carried out by the Company to assess risks associated with the Client and/or the Guarantor, including checks against internal and state databases, as well as the determination of their creditworthiness.
1.18. Code 511 (State Database of Individuals) — a unique digital code used by the Client or the Guarantor to confirm consent for the processing of personal data when authorising through the State Database of Individuals of the Republic of Kazakhstan.
1.19. Arbitration Clause — the arbitration body designated by the Parties under this Agreement to resolve all disputes arising between them, whose decisions shall be final, binding, and not subject to review by courts of general jurisdiction.
1.20. Force Majeure — circumstances beyond the control of the Parties which objectively prevent the fulfilment of a Party’s obligations under this Agreement, provided that such circumstances are duly documented in accordance with the legislation of the Republic of Kazakhstan.
1.21. Handover Act / Transfer Notice — a document signed by the Partner and the Company (or confirmed through the Platform) certifying the transfer of ownership and actual possession of the goods to the Company in accordance with the requirements of Shariah and Articles 239 and 458 of the Civil Code of the Republic of Kazakhstan.
1.22. Consolidated Report — a document prepared monthly in accordance with this Agreement, reflecting all transactions for the sale of goods between the Company and the Partner, confirmed by Goods Invoices and other supporting documents, and constituting an additional agreement confirming mutual obligations.
1.23. Sale and Purchase Agreement (between the Company and the Partner) — a legally binding contract concluded electronically on the basis of this Framework Agreement, following the Partner’s Application and its acceptance by the Company, confirmed by the Goods Invoice and the Handover Act.
1.24. Internal Shariah Review — a procedure for assessing the Shariah compliance of a transaction conducted by the Company prior to approving an Application, including mandatory verification of ownership of the goods and ensuring the absence of gharar, riba, or bay‘ ma la yamlik (sale of what one does not own).
1.25. Authorised Body of the Company (Committee) — a collegial body of AJR Finance (credit/risk committee) authorised to make decisions on Applications within its competence as established by this Agreement and the Company’s internal documents. Committee decisions shall be recorded in minutes and published on the Platform.
Section 2 — Subject Matter of the Agreement and Legal Nature of Transactions
2.1. This Agreement constitutes a framework agreement governing the terms of interaction between the Islamic financial company AJR Finance Ltd. (hereinafter — the “Company”) and the Partner in the performance of sale and purchase transactions under the Murabaha model of Islamic financing.
The Agreement includes provisions necessary for the conclusion, execution, and performance of individual sale and purchase transactions of goods (or services) purchased by the Company from the Partner and resold to the Client on deferred payment terms, in strict compliance with Shariah principles and the legislation of the Republic of Kazakhstan.
2.2. The Company operates under the bay‘ al-murabaha li al-amir bi al-shira model, under which the Client initially declares an intention to acquire goods but does not obligate the Company to make the purchase.
The decision to acquire the goods and subsequently resell them to the Client is made solely by the Company after it has obtained ownership of the goods and ensured compliance with Shariah principles, including the prohibition of bay‘ ma la yamlik (sale of what one does not own).
2.3. Each Application submitted by the Partner through the AJR Platform and approved by the Company constitutes an offer to conclude a separate sale and purchase agreement.
From the moment the Company accepts such Application, a sale and purchase agreement shall be deemed concluded between the Parties in accordance with Articles 395 and 406 of the Civil Code of the Republic of Kazakhstan.
The existence of such agreement shall be evidenced by the corresponding Goods Invoice and Handover Act.
2.4. This Agreement is of a framework nature, within which an unlimited number of individual sale and purchase agreements may be concluded through the exchange of declarations of intent via the AJR electronic platform and subsequent confirmation of the transfer of ownership.
2.5. The transfer of ownership from the Partner to the Company shall be confirmed through the upload to the AJR Platform of:
2.6. Only after the Company has confirmed actual ownership of the goods may such goods be offered to the Client under a Murabaha deferred payment agreement.
2.7. The corresponding agreement with the Client shall be concluded separately in accordance with Islamic principles (prohibition of riba, gharar, etc.).
2.8. The resale price of the goods to the Client under the Murabaha agreement shall include the actual purchase cost and a pre-agreed fixed profit margin.
This margin shall not be regarded as interest for the use of money and shall fully comply with Shariah requirements, in particular the prohibition of riba (usury).
2.9. Submission of an Application by the Partner signifies that the Partner:
2.10. The Company shall not be obliged to make payment for the goods until:
2.11. The Consolidated Report prepared by the Company monthly and provided to the Partner shall reflect all transactions made under this Agreement for the reporting period and shall serve as the basis for mutual settlements.
The Consolidated Report shall be deemed an equivalent to the primary supporting documents (Goods Invoice, Handover Act) for the purpose of reconciliation and accounting between the Parties.
2.12. Neither Party shall have the right to rely solely on a Goods Invoice, Handover Act or any other single document as proof of the Parties’ mutual declarations of intent (offer and acceptance) unless such document has been properly uploaded and recorded through the Platform and/or is signed or authenticated by the Parties in the manner required by this Agreement (including by electronic signature or identification data).
2.13. The procedure for preparation, storage and record-keeping of documents for each individual transaction (including, but not limited to, Goods Invoices, Handover Acts, and the Consolidated Report) shall be governed by:
2.14. The Parties confirm that none of the transactions carried out under this Agreement shall be aimed at or result in transactions prohibited by Shariah, such as riba (usury), gharar (excessive uncertainty), maisir (gambling), or bay‘ ma la yamlik (sale of what one does not own).
2.15. In the event of any dispute arising out of or in connection with this Agreement, the Parties shall be guided primarily by the legislation of the Republic of Kazakhstan and, to the extent not inconsistent therewith, by the principles of Shariah.
Section 3 — Procedure for Interaction Between the Parties via the AJR Platform
3.1. Initiation of the Application by the Partner
3.1.1. The Partner, acting under the instruction issued by the Client and solely in the Client’s interest, shall generate an Application on the AJR Platform.
Such Application shall constitute a duly executed instruction from the Partner to AJR Finance Ltd. to purchase the goods and/or services specified therein on behalf of and at the expense of AJR Finance, followed by resale to the Client under an Islamic financing agreement in the form of Murabaha.
The Partner submits the Application through the Platform (the Partner’s offer to AJR to sell the goods to the Company).
The Partner transfers the goods and ownership rights to the Company by uploading the Goods Invoice and signing the Sale and Purchase Agreement confirming the transfer of ownership and actual possession to AJR, in accordance with Articles 239 and 458 of the Civil Code of the Republic of Kazakhstan.
After documentary confirmation of ownership, the Company sends to the Client a Murabaha offer (a deferred payment sale agreement) for the goods already owned by the Company.
The Client accepts the Murabaha offer via the Platform and pays the initial down payment to the Company.
Delivery of the goods to the Client and further administration of the deferred payments are carried out in accordance with the Murabaha agreement and the laws of the Republic of Kazakhstan.
3.1.2. The Application must contain the following information:
3.1.3. Submission of the Application shall constitute an offer to the Company to conclude a sale and purchase agreement in accordance with Article 395 of the Civil Code of the Republic of Kazakhstan.
3.1.4. Submission of the Application via the Platform shall be deemed an electronic offer signed using an equivalent of a digital signature, in accordance with Articles 152–153 of the Civil Code of the Republic of Kazakhstan and the Law “On Electronic Document and Digital Signature”.
3.1.5. All actions performed using the Partner’s login credentials on the AJR Platform shall be deemed to have been performed by an authorised representative of the Partner.
3.2. Processing of the Application by the Company
3.2.1. Upon submission of the Application, the Platform automatically initiates verification procedures, including:
3.2.2. Upon successful completion of the verification, the system automatically generates a preliminary approval of the Application.
Within the prescribed period, the Partner must upload to the Platform the duly executed documents, including:
3.2.3. AJR Finance Ltd. reserves the right to reject an Application if, during AML/CFT, scoring, or Shariah compliance checks, potential risks are identified.
3.3. Transfer of Goods and Legal Formalisation
3.3.1. Uploading the Goods Invoice and the Handover Act / Transfer Notice to the AJR Platform constitutes transfer of ownership in accordance with Articles 239 and 458 of the Civil Code of the Republic of Kazakhstan.
3.3.2. The transfer of ownership from the Partner to the Company shall be deemed completed at the moment AJR Finance accepts the Handover Act and signs the Consolidated Report.
3.3.3. AJR Finance undertakes to make payment within four (4) business days from the date of confirmed transfer of goods, provided that no violations of this Framework Agreement have occurred.
3.4. Client Information
3.4.1. Prior to submitting an Application, the Partner must inform the Client of the following:
3.4.2. The Company shall provide the Client, via the Platform, with documentation confirming the purchase of the goods (or services) from the Partner and their subsequent transfer to the Client.
Such documentation may include the Goods Invoice, Handover Act, Sale Agreement, Consolidated Report, or any other properly executed documents confirming the transfer of ownership (or claim rights) to AJR Finance and its subsequent transfer to the Client.
3.5. Execution of the Murabaha Agreement
3.5.1. After confirmation of ownership of the goods, AJR Finance sends the Murabaha Agreement to the Client.
3.5.2. The Client’s signing of the Murabaha Agreement through the Platform constitutes full acceptance.
3.5.3. If the Client fails to accept the agreement within twenty-four (24) hours from the time of Application approval, AJR Finance shall terminate the sale and purchase agreement for the goods.
Such termination shall be carried out without any penalties or losses for either Party.
3.6. Consolidated Report
3.6.1. The Parties shall jointly prepare a monthly Consolidated Report, which shall include:
3.6.2. The Consolidated Report, once signed by both Parties, shall constitute an annex to this Framework Agreement and confirm the performance of individual sale and purchase agreements.
3.6.3. The Consolidated Report substitutes the need for separate written sale and purchase agreements for each individual transaction.
3.7. Provision of Documents to the Client
The Company shall ensure that the Client receives, via the Platform, an electronic package of documents confirming the lawful acquisition of goods from the Partner and their subsequent resale to the Client, which shall include at least:
(i) an extract from the Sale and Purchase Agreement (details, nomenclature);
(ii) details of the Goods Invoice;
(iii) warranty documents / product passport (where applicable);
(iv) the Murabaha Agreement and the payment schedule.
Original or paper copies shall be provided upon the Client’s request in accordance with applicable law.
3.8. Risk Management and Internal Control Thresholds
To ensure risk management and compliance with internal control procedures, AJR Finance establishes the following threshold limits:
Section 4 — Rights and Obligations of the Parties
4.1. Obligations of the Partner
4.1.1. Use the AJR Platform exclusively for bona fide interaction with potential Clients who have given explicit consent to participate under the Islamic financing model.
4.1.2. Ensure that each Client is informed in advance that the sale and purchase transaction is concluded between the Client and AJR Finance Ltd., and that the Partner acts solely as the seller of the goods, services, or their combination, transferred to the Company.
4.1.3. For each approved Application, duly prepare and upload all primary documents (Goods Invoices, Handover Acts, or other equivalent confirmations of delivery or service availability) evidencing transfer of ownership of the transaction object to AJR Finance.
4.1.4. In the event of any errors or discrepancies in the submitted documents, correct and re-upload them within one (1) calendar day.
4.1.5. If the Client exercises the right of return (or withdrawal from services) under the Murabaha deferred payment agreement, ensure unconditional reimbursement to AJR Finance of the full amount paid for such goods or services, subject to return conditions, including preservation of product quality and non-consumption of services.
Accept returned goods from the Client within fourteen (14) calendar days of the Murabaha Agreement date, provided that:
a) the goods retain their original appearance and consumer properties;
b) no services have been rendered in full (for intangible assets);
c) AJR Finance confirms the legitimacy of the return in accordance with Shariah requirements.
4.1.6. Provide AJR Finance with the discount amount specified in each individual Application.
4.1.7. The Partner is strictly prohibited from submitting Applications related to goods or services prohibited under Shariah law, including but not limited to: alcohol or tobacco products, gambling, pornography, interest-based financial products, or any other haram activities.
4.1.8. The Partner may, at its own initiative, act as a guarantor (kafil) for its Client when submitting an Application on the AJR Platform.
If the Client delays payment by more than thirty (30) calendar days, the Partner shall fulfil the Client’s obligation within three (3) business days upon written notice from AJR Finance.
Such guarantee must comply with Shariah principles of kafala, which prohibit any remuneration for guaranteeing.
4.1.9. Ensure the actual existence, availability, and Shariah compliance of the goods, services, or packages offered at the time of Application submission, so as to avoid transactions falling under the prohibition of bay‘ ma la yamlik (sale of what is not owned).
4.1.10. Confirm that all goods and services offered are halal and Shariah-compliant, assume full responsibility for the accuracy of such declarations, and immediately notify the Company of any violations or doubts regarding their permissibility.
4.1.11. Partner’s Warranty on Goods: The Partner warrants that the goods:
(i) are new (unless otherwise stated);
(ii) are free from any third-party claims, pledges, arrests, or legal disputes;
(iii) conform to the description, packaging, and applicable safety/quality standards; and
(iv) are accompanied by valid warranty/service documents (where applicable).
The Partner shall be liable for hidden or legal defects arising prior to the transfer of ownership to the Company and bears full responsibility for product quality, completeness, and compliance with the laws of the Republic of Kazakhstan and this Agreement.
In case of defects, incompleteness, or unrendered services:
(i) the Partner must correct the defect or replace the goods within 10 calendar days;
(ii) if correction is impossible, refund the amount to AJR Finance within 3 business days.
4.2. Rights of the Partner
4.2.1. Access and use the AJR Platform functions provided under this Agreement and submit Client financing Applications.
4.2.2. Independently determine the discount amount per Application within the limits set by the Company’s internal policies.
4.2.3. Receive payment for goods or services transferred to the Company within the timeframes set out in this Agreement, subject to compliance with Section 3.
4.2.4. Operate throughout the territory of the Republic of Kazakhstan, in compliance with national laws and Islamic legal principles, including restrictions on prohibited goods and services.
4.2.5. Receive a monthly Consolidated Report reflecting all transactions, delivered goods/services, and payments.
4.2.6. In the event of discrepancies, request reconciliation or correction of the Consolidated Report from AJR Finance.
4.3. Obligations of AJR Finance
4.3.1. Ensure uninterrupted Partner access to the AJR Platform and provide technical support when necessary.
4.3.2. Conduct verification of all submitted Applications, including Client and Guarantor checks through state databases, AML/CFT verification, Shariah compliance checks, and scoring/creditworthiness assessment.
4.3.3. Upon completion of all required procedures, send the text of the Murabaha Agreement to the Client.
4.3.4. In cases of misconduct, fraud, or breach of this Agreement by the Partner, suspend or terminate cooperation by resetting limits, blocking platform access, or terminating the Agreement.
4.3.5. Guarantee that resale to the Client will occur only after the Company acquires ownership of the goods and the Client signs the Murabaha Agreement, thereby avoiding any Shariah violations.
4.3.6. Provide the Client with all documents required to confirm consumer rights in accordance with the laws of the Republic of Kazakhstan.
4.3.7. The Partner shall not make any public statements or conduct promotional or advertising activities relating to AJR Finance’s regulated business without the prior written approval of the Company.
All materials, banners, or call scripts may only be used upon AJR’s approval.
4.4. Rights of AJR Finance
4.4.1. Refuse to approve an Application based on the results of the Shariah review, without any obligation to justify its decision.
Section 5 — Financial Terms
5.1. Pricing of Goods and Services
The price of each good or service shall be determined in the Application and recorded in the corresponding Goods Invoice.
All prices are stated in Kazakhstani Tenge (KZT) and include VAT, where applicable.
When submitting an Application through the AJR Platform, the Partner may indicate the amount of the discount provided to AJR Finance for the relevant goods or services.
Such discount shall be applied during settlements between AJR Finance and the Partner and shall be displayed in the Application, visible to the Client in the AJR mobile application.
The discount amount shall be determined by the Partner independently and may vary depending on the product category, promotional conditions, or Partner’s loyalty policy.
5.2. Murabaha Price for the Client
The resale price to the Client under the Murabaha Agreement shall be calculated as the purchase price paid by AJR Finance to the Partner (after discount), plus a pre-agreed fixed profit margin of AJR Finance.
This margin is fixed in advance, is not linked to time or interest rates, and is permitted under Shariah law (does not constitute riba).
The Client’s obligations to AJR Finance are expressed in the form of a fixed instalment payment schedule.
5.3. Client’s Down Payment
Prior to activation of the Murabaha Agreement, the Client shall pay an initial down payment of not less than 20% of the resale price.
The down payment is made directly to AJR Finance and shall not be used to finance the purchase of goods from the Partner.
5.4. Payment by AJR Finance to the Partner
Payment to the Partner shall be made within four (4) business days after all of the following conditions have been met:
(a) the Company receives all required documents (including the Goods Invoice, Handover Act, etc.);
(b) the Company confirms ownership of the goods or services; and
(c) the Client accepts and signs the Murabaha Agreement.
The Company reserves the right to withhold or delay payment in the event of:
All settlements shall be made exclusively via non-cash payments in Kazakhstani Tenge (KZT). Cash payments are strictly prohibited.
5.5. Settlement Procedure
All settlements shall be reflected in the Consolidated Report, which is prepared on a monthly basis.
The Consolidated Report shall include:
The Consolidated Report, once signed by both Parties, shall constitute an additional agreement to this Framework Agreement.
In case of discrepancies, the Partner must submit written objections within five (5) business days; otherwise, the Report shall be deemed agreed and final.
5.6. Returns and Refunds
If the Client returns goods or withdraws from services within fourteen (14) calendar days, the Partner shall reimburse AJR Finance the full amount received for the transaction within three (3) business days from the date of receiving notification.
Refunds shall be made exclusively to AJR Finance and not directly to the Client.
Section 6 — Liability of the Parties and Dispute Resolution
6.1. General Liability
Each Party shall be liable for non-performance or improper performance of its obligations under this Agreement in accordance with the laws of the Republic of Kazakhstan and the terms of this Agreement.
Liability arises only in cases where the breach occurred due to fault (intent or gross negligence) of the Party.
6.2. Liability of the Partner
The Partner shall bear full responsibility for:
a) the accuracy and completeness of information provided in the Applications;
b) the authenticity of documents uploaded to the Platform;
c) the quality, completeness, safety, and compliance of goods and services with the laws of the Republic of Kazakhstan and Shariah principles;
d) timely replacement of defective or incomplete goods/services;
e) reimbursement of funds in cases of return or withdrawal by the Client in accordance with Section 5.6;
f) transfer of ownership rights to goods free from any third-party rights, liens, arrests, or encumbrances.
In the event of breach of warranty obligations, the Partner shall compensate AJR Finance for any losses incurred.
6.3. Liability of AJR Finance
AJR Finance shall be responsible for:
a) timely processing of Applications and execution of proper verification procedures;
b) timely payment for goods/services after fulfilment of all conditions specified in Section 5;
c) providing Clients with documentation confirming the transfer of ownership and the validity of the Murabaha Agreement;
d) ensuring Shariah compliance in the structuring and resale of transactions to Clients.
AJR Finance shall not be liable for any defects, incompleteness, or non-performance of services by the Partner.
6.4. Force Majeure
A Party shall be released from liability for full or partial non-performance of its obligations if such non-performance results from circumstances of force majeure (including natural disasters, war, government restrictions, or other events beyond control) that directly prevent the performance of obligations.
The affected Party shall notify the other Party within five (5) business days from the occurrence of such circumstances and provide documentary evidence thereof.
The performance period under this Agreement shall be extended for the duration of the force majeure event.
If such circumstances persist for more than sixty (60) calendar days, either Party shall have the right to terminate this Agreement without incurring any liability.
6.5. Dispute Resolution Procedure
The Parties shall seek to resolve any disputes through negotiations and mediation.
If an amicable settlement cannot be reached, disputes shall be referred to the Mediation Centre at the Astana International Financial Centre (AIFC) in accordance with its rules.
If mediation proves unsuccessful, disputes shall be finally resolved by the AIFC Court in Astana, whose decision shall be final and binding, and not subject to review by courts of general jurisdiction of the Republic of Kazakhstan.
6.6. Governing Law
This Agreement shall be governed by the civil legislation of the Republic of Kazakhstan and the principles of Shariah applicable to Islamic finance.
In the event of any inconsistency between civil law and Shariah principles, this Agreement shall be interpreted in a manner that maximises adherence to both legal systems, provided that such interpretation does not contravene the mandatory provisions of the laws of the Republic of Kazakhstan.
Section 7 — Term and Termination of the Agreement
7.1. This Agreement shall enter into force upon signature by both Parties and shall remain in effect for an indefinite period, unless otherwise stipulated by supplementary agreements.
7.2. Either Party may unilaterally terminate this Agreement by providing written notice at least thirty (30) calendar days prior to the intended termination date.
7.3. AJR Finance shall have the right to terminate this Agreement immediately, without observing the notice period, in the following cases:
7.4. Termination of this Agreement shall not release either Party from obligations already undertaken, including payment settlements, refunds, or submission of documentation for transactions concluded prior to termination.
7.5. Upon termination, the Partner’s access to the AJR Platform shall be blocked.
All pending Applications shall be cancelled, except for those in which ownership has already been transferred to AJR Finance and confirmed by duly executed Handover Acts.
7.6. The Parties may terminate this Agreement at any time by mutual written consent.
Section 8 — Miscellaneous Provisions
8.1. All Appendices and additional agreements signed by the Parties shall form an integral part of this Agreement.
8.2. Any amendments or additions to this Agreement shall be valid only if made in written form (including electronic form via the AJR Platform) and signed or otherwise confirmed by the authorised representatives of the Parties.
8.3. The Parties recognise the legal force of electronic documents generated and exchanged via the AJR Platform, provided that they are authenticated by digital identifiers (including SMS codes, digital signatures, or login-password authorisation), which, in accordance with the legislation of the Republic of Kazakhstan, are equivalent to a handwritten signature.
8.4. The Parties agree that messages sent to the email addresses specified in this Agreement, as well as notifications automatically generated by the AJR Platform, shall be considered official correspondence and shall have evidential value in the event of disputes.
8.5. The Partner confirms that it possesses all necessary licences, permits, and approvals required to carry out activities related to the sale of goods and/or provision of services under this Agreement, and undertakes to promptly notify AJR Finance in the event of suspension, revocation, or restriction of such permits.
Confidentiality (8.6)
The Parties undertake to maintain the confidentiality of all information obtained in connection with the performance of this Agreement, including commercial, financial, technical, and personal data of Clients.
Disclosure of such information shall be permitted only with the prior written consent of the other Party, or in cases required by law, regulatory authorities, or Shariah compliance verification.
The confidentiality obligation shall remain in force for a period of three (3) years following the termination of this Agreement.
8.7. The Partner confirms that its activities under this Agreement do not involve the sale of goods or provision of services prohibited under Islamic law (haram).
In case of doubt, the Partner shall seek confirmation from AJR Finance.
8.8. The Company shall have the right to update internal AJR Platform policies and Shariah compliance procedures by notifying the Partner at least five (5) calendar days prior to their effective date.
8.9. If any provision of this Agreement is declared invalid or unenforceable, such invalidity shall not affect the validity of the remaining provisions.
The Parties shall replace the invalid provision with one that reflects the original intent as closely as possible and complies with the legislation of the Republic of Kazakhstan and Shariah principles.
8.10. This Agreement is executed in two counterparts, each having equal legal force, one for each Party.
If concluded electronically, the Agreement shall be stored within the AJR Platform system, and a copy may be provided to each Party upon request.
City of ____________ “_” __________ 20
Private Company “AJR Finance Ltd.”, hereinafter referred to as the “Company” or “AJR Finance”, represented by ____________________, acting on the basis of ____________________, on the one hand,
and ___________________________, hereinafter referred to as the “Partner”, represented by ____________________________, acting on the basis of ________________________, on the other hand,
hereinafter collectively referred to as the “Parties”, and individually as a “Party”,
have entered into this Partnership Framework Agreement (hereinafter — the “Agreement”) as follows:
Section 1 — Terms and Definitions
For the purpose of ensuring consistent interpretation of the provisions of this Agreement, the Parties agree to use the following terms in the meanings set out below:
1.1. AJR Finance (hereinafter — the “Company”) — a private Islamic financial institution established and duly registered within the territory of the Astana International Financial Centre (AIFC), carrying out activities in the field of Islamic finance, including deferred payment financing under the Murabaha model, and holding the relevant licence to conduct such activities.
1.2. AJR Platform (hereinafter — the “Platform”) — a specialised software system owned by the Company and hosted on the Internet, through which the submission, processing, approval, and administration of applications are carried out, as well as the generation and exchange of documentation between the Parties, including functionality for the identification and verification of Clients and Guarantors.
The Platform represents a unified digital ecosystem comprising a set of interrelated modules, subsystems, and services that ensure automation, integration, and digitalisation of the interaction between the Parties.
The Platform includes, among other things, the Company’s web portal, mobile applications, personal accounts, internal and external interfaces, integration modules, API services, and other technological solutions ensuring system functionality.
Each module of the Platform, including client, partner, administrative, and other subsystems, constitutes an integral part of the AJR Platform and may be hosted under various domain names, subdomains, online resources, and/or mobile applications (for iOS, Android, and other operating systems), providing access to Users in accordance with their rights and roles.
The AJR Platform functions as a single ecosystem of the Company, combining the website, mobile applications, data processing modules, notification system, analytical services, and tools for integration with external information systems, ensuring the integrity, security, and continuity of business processes in the digital environment.
1.3. Partner — a legal entity incorporated in accordance with the laws of the Republic of Kazakhstan, engaged in the sale of goods and/or provision of services and engaged by the Company for the purpose of financing Clients under this Agreement.
1.4. Client — a legally capable individual who has expressed an intention to purchase goods or services using the deferred payment financing mechanism provided by the Company under the Islamic finance model.
1.5. Guarantor — a person who has agreed to assume joint or subsidiary liability for the Client’s obligations to the Company arising from the deferred payment financing.
1.6. Application — an application submitted via the AJR Platform, which constitutes an offer to conclude a sale and purchase agreement in electronic form (in accordance with Articles 406 and 153 of the Civil Code of the Republic of Kazakhstan), signed using identification data equivalent to a digital signature.
1.7. Goods Invoice — a document confirming the transfer of ownership of goods (or services) from the Partner to the Company, serving as a mandatory annex to the Application and as the basis for the Company’s payment obligation.
Continuation of Section 1 — Terms and Definitions
1.8. Murabaha — an Islamic financing model under which the Company, upon the Client’s instruction, purchases the specified goods or services from the Partner and resells them to the Client at an agreed price on deferred payment terms, in accordance with the rules of Shariah and without charging interest.
1.9. Deferred Payment Agreement (Murabaha Agreement) — a separate agreement between the Company and the Client concluded via the Platform, which confirms the Client’s obligation to pay the price of the goods/services in instalments under the terms agreed for each Application.
1.10. Client’s Purchase Confirmation (Acceptance) — the Client’s consent to purchase the goods from AJR Finance under the terms of the Murabaha Agreement, expressed in electronic form through the Platform after the Company confirms ownership of the goods.
1.11. Discount — a reduction in the price of goods/services provided by the Partner to the Company under a specific Application in accordance with this Agreement, applied when calculating the amount payable by the Company.
1.12. Financing — the set of legally significant actions aimed at the purchase by the Company from the Partner of goods/services with subsequent resale of such goods/services to the Client under deferred payment terms based on the Murabaha model.
1.13. Limit/Budget — the maximum financing volume determined unilaterally by the Company for a specific Partner, within which Applications may be submitted during a reporting period.
1.14. Suspension/Reset of the Limit — temporary or permanent restriction by the Company of the Partner’s right to submit new Applications, including blocking access to the Platform, in case of the Partner’s breach of this Agreement or other grounds stipulated by law or the Company’s internal policies.
1.15. Client’s Withdrawal from the Transaction — a legally significant action (or omission) consisting of the Client’s failure to activate the deferred payment agreement within the prescribed period, resulting in the termination of the sale and purchase agreement.
1.16. Return of Goods — the Client’s right to withdraw from the goods/services after activation of the Agreement within 14 days, after which the Partner shall be obliged to reimburse the Company for the amount paid for the purchased goods/services.
1.17. Due Diligence / BMG / AML / Scoring — a set of automated and manual procedures carried out by the Company to assess risks associated with the Client and/or the Guarantor, including checks against internal and state databases, as well as the determination of their creditworthiness.
1.18. Code 511 (State Database of Individuals) — a unique digital code used by the Client or the Guarantor to confirm consent for the processing of personal data when authorising through the State Database of Individuals of the Republic of Kazakhstan.
1.19. Arbitration Clause — the arbitration body designated by the Parties under this Agreement to resolve all disputes arising between them, whose decisions shall be final, binding, and not subject to review by courts of general jurisdiction.
1.20. Force Majeure — circumstances beyond the control of the Parties which objectively prevent the fulfilment of a Party’s obligations under this Agreement, provided that such circumstances are duly documented in accordance with the legislation of the Republic of Kazakhstan.
1.21. Handover Act / Transfer Notice — a document signed by the Partner and the Company (or confirmed through the Platform) certifying the transfer of ownership and actual possession of the goods to the Company in accordance with the requirements of Shariah and Articles 239 and 458 of the Civil Code of the Republic of Kazakhstan.
1.22. Consolidated Report — a document prepared monthly in accordance with this Agreement, reflecting all transactions for the sale of goods between the Company and the Partner, confirmed by Goods Invoices and other supporting documents, and constituting an additional agreement confirming mutual obligations.
1.23. Sale and Purchase Agreement (between the Company and the Partner) — a legally binding contract concluded electronically on the basis of this Framework Agreement, following the Partner’s Application and its acceptance by the Company, confirmed by the Goods Invoice and the Handover Act.
1.24. Internal Shariah Review — a procedure for assessing the Shariah compliance of a transaction conducted by the Company prior to approving an Application, including mandatory verification of ownership of the goods and ensuring the absence of gharar, riba, or bay‘ ma la yamlik (sale of what one does not own).
1.25. Authorised Body of the Company (Committee) — a collegial body of AJR Finance (credit/risk committee) authorised to make decisions on Applications within its competence as established by this Agreement and the Company’s internal documents. Committee decisions shall be recorded in minutes and published on the Platform.
Section 2 — Subject Matter of the Agreement and Legal Nature of Transactions
2.1. This Agreement constitutes a framework agreement governing the terms of interaction between the Islamic financial company AJR Finance Ltd. (hereinafter — the “Company”) and the Partner in the performance of sale and purchase transactions under the Murabaha model of Islamic financing.
The Agreement includes provisions necessary for the conclusion, execution, and performance of individual sale and purchase transactions of goods (or services) purchased by the Company from the Partner and resold to the Client on deferred payment terms, in strict compliance with Shariah principles and the legislation of the Republic of Kazakhstan.
2.2. The Company operates under the bay‘ al-murabaha li al-amir bi al-shira model, under which the Client initially declares an intention to acquire goods but does not obligate the Company to make the purchase.
The decision to acquire the goods and subsequently resell them to the Client is made solely by the Company after it has obtained ownership of the goods and ensured compliance with Shariah principles, including the prohibition of bay‘ ma la yamlik (sale of what one does not own).
2.3. Each Application submitted by the Partner through the AJR Platform and approved by the Company constitutes an offer to conclude a separate sale and purchase agreement.
From the moment the Company accepts such Application, a sale and purchase agreement shall be deemed concluded between the Parties in accordance with Articles 395 and 406 of the Civil Code of the Republic of Kazakhstan.
The existence of such agreement shall be evidenced by the corresponding Goods Invoice and Handover Act.
2.4. This Agreement is of a framework nature, within which an unlimited number of individual sale and purchase agreements may be concluded through the exchange of declarations of intent via the AJR electronic platform and subsequent confirmation of the transfer of ownership.
2.5. The transfer of ownership from the Partner to the Company shall be confirmed through the upload to the AJR Platform of:
- a Goods Invoice issued in accordance with the legislation of the Republic of Kazakhstan;
- a Handover Act / Notice of Transfer confirming the Company’s possession of the goods.
2.6. Only after the Company has confirmed actual ownership of the goods may such goods be offered to the Client under a Murabaha deferred payment agreement.
2.7. The corresponding agreement with the Client shall be concluded separately in accordance with Islamic principles (prohibition of riba, gharar, etc.).
2.8. The resale price of the goods to the Client under the Murabaha agreement shall include the actual purchase cost and a pre-agreed fixed profit margin.
This margin shall not be regarded as interest for the use of money and shall fully comply with Shariah requirements, in particular the prohibition of riba (usury).
2.9. Submission of an Application by the Partner signifies that the Partner:
- has made an offer to the Company to conclude a sale and purchase agreement;
- has confirmed its readiness to transfer the goods into the ownership of the Company;
- agrees to provide the discount specified in the Application, if applicable;
- agrees to the terms of this Agreement and its annexes.
2.10. The Company shall not be obliged to make payment for the goods until:
- completion of all internal and external verifications (AML, scoring);
- receipt of the Client’s consent via Code 511;
- upload of a duly completed Goods Invoice and Handover Act;
- confirmation by the Company of actual possession of the goods.
2.11. The Consolidated Report prepared by the Company monthly and provided to the Partner shall reflect all transactions made under this Agreement for the reporting period and shall serve as the basis for mutual settlements.
The Consolidated Report shall be deemed an equivalent to the primary supporting documents (Goods Invoice, Handover Act) for the purpose of reconciliation and accounting between the Parties.
2.12. Neither Party shall have the right to rely solely on a Goods Invoice, Handover Act or any other single document as proof of the Parties’ mutual declarations of intent (offer and acceptance) unless such document has been properly uploaded and recorded through the Platform and/or is signed or authenticated by the Parties in the manner required by this Agreement (including by electronic signature or identification data).
2.13. The procedure for preparation, storage and record-keeping of documents for each individual transaction (including, but not limited to, Goods Invoices, Handover Acts, and the Consolidated Report) shall be governed by:
- the Company’s internal rules;
- the applicable laws of the Republic of Kazakhstan (including, where applicable, provisions concerning accounting and financial reporting, and the Tax Code of the Republic of Kazakhstan); and
- requirements of Shariah compliance.
2.14. The Parties confirm that none of the transactions carried out under this Agreement shall be aimed at or result in transactions prohibited by Shariah, such as riba (usury), gharar (excessive uncertainty), maisir (gambling), or bay‘ ma la yamlik (sale of what one does not own).
2.15. In the event of any dispute arising out of or in connection with this Agreement, the Parties shall be guided primarily by the legislation of the Republic of Kazakhstan and, to the extent not inconsistent therewith, by the principles of Shariah.
Section 3 — Procedure for Interaction Between the Parties via the AJR Platform
3.1. Initiation of the Application by the Partner
3.1.1. The Partner, acting under the instruction issued by the Client and solely in the Client’s interest, shall generate an Application on the AJR Platform.
Such Application shall constitute a duly executed instruction from the Partner to AJR Finance Ltd. to purchase the goods and/or services specified therein on behalf of and at the expense of AJR Finance, followed by resale to the Client under an Islamic financing agreement in the form of Murabaha.
The Partner submits the Application through the Platform (the Partner’s offer to AJR to sell the goods to the Company).
The Partner transfers the goods and ownership rights to the Company by uploading the Goods Invoice and signing the Sale and Purchase Agreement confirming the transfer of ownership and actual possession to AJR, in accordance with Articles 239 and 458 of the Civil Code of the Republic of Kazakhstan.
After documentary confirmation of ownership, the Company sends to the Client a Murabaha offer (a deferred payment sale agreement) for the goods already owned by the Company.
The Client accepts the Murabaha offer via the Platform and pays the initial down payment to the Company.
Delivery of the goods to the Client and further administration of the deferred payments are carried out in accordance with the Murabaha agreement and the laws of the Republic of Kazakhstan.
3.1.2. The Application must contain the following information:
- Individual Identification Number (IIN) of the Client;
- Client’s mobile phone number and email address;
- if applicable, IIN and contact details of the Guarantor;
- name and description of the goods/services;
- total price including VAT (if applicable);
- proposed deferred payment term (3, 6, or 9 months);
- amount of the initial down payment (minimum 20%);
- discount amount offered by the Partner to the Company (if any).
3.1.3. Submission of the Application shall constitute an offer to the Company to conclude a sale and purchase agreement in accordance with Article 395 of the Civil Code of the Republic of Kazakhstan.
3.1.4. Submission of the Application via the Platform shall be deemed an electronic offer signed using an equivalent of a digital signature, in accordance with Articles 152–153 of the Civil Code of the Republic of Kazakhstan and the Law “On Electronic Document and Digital Signature”.
3.1.5. All actions performed using the Partner’s login credentials on the AJR Platform shall be deemed to have been performed by an authorised representative of the Partner.
3.2. Processing of the Application by the Company
3.2.1. Upon submission of the Application, the Platform automatically initiates verification procedures, including:
- verification of Client and Guarantor data through state databases;
- verification for anti-money laundering and counter-terrorist financing (AML/CFT) compliance in accordance with the Law of the Republic of Kazakhstan dated 28 August 2009.
3.2.2. Upon successful completion of the verification, the system automatically generates a preliminary approval of the Application.
Within the prescribed period, the Partner must upload to the Platform the duly executed documents, including:
- the Goods Invoice confirming the fact of purchase (or delivery) of the goods;
- the Accession Agreement to this Framework Agreement, executed in accordance with Articles 456 and 457 of the Civil Code of the Republic of Kazakhstan, which provide for the conclusion of a sale and purchase agreement in written form.
3.2.3. AJR Finance Ltd. reserves the right to reject an Application if, during AML/CFT, scoring, or Shariah compliance checks, potential risks are identified.
3.3. Transfer of Goods and Legal Formalisation
3.3.1. Uploading the Goods Invoice and the Handover Act / Transfer Notice to the AJR Platform constitutes transfer of ownership in accordance with Articles 239 and 458 of the Civil Code of the Republic of Kazakhstan.
3.3.2. The transfer of ownership from the Partner to the Company shall be deemed completed at the moment AJR Finance accepts the Handover Act and signs the Consolidated Report.
3.3.3. AJR Finance undertakes to make payment within four (4) business days from the date of confirmed transfer of goods, provided that no violations of this Framework Agreement have occurred.
3.4. Client Information
3.4.1. Prior to submitting an Application, the Partner must inform the Client of the following:
- AJR Finance purchases the goods from the Partner and resells them to the Client;
- ownership of the goods passes to AJR Finance before resale;
- the Client has the right to withdraw from the goods within 14 days from the date of the Murabaha agreement;
- payment is made in an interest-free instalment plan.
3.4.2. The Company shall provide the Client, via the Platform, with documentation confirming the purchase of the goods (or services) from the Partner and their subsequent transfer to the Client.
Such documentation may include the Goods Invoice, Handover Act, Sale Agreement, Consolidated Report, or any other properly executed documents confirming the transfer of ownership (or claim rights) to AJR Finance and its subsequent transfer to the Client.
3.5. Execution of the Murabaha Agreement
3.5.1. After confirmation of ownership of the goods, AJR Finance sends the Murabaha Agreement to the Client.
3.5.2. The Client’s signing of the Murabaha Agreement through the Platform constitutes full acceptance.
3.5.3. If the Client fails to accept the agreement within twenty-four (24) hours from the time of Application approval, AJR Finance shall terminate the sale and purchase agreement for the goods.
Such termination shall be carried out without any penalties or losses for either Party.
3.6. Consolidated Report
3.6.1. The Parties shall jointly prepare a monthly Consolidated Report, which shall include:
- a list of all approved Applications;
- Goods Invoices and Handover Acts;
- payment amounts;
- confirmation of ownership transfer.
3.6.2. The Consolidated Report, once signed by both Parties, shall constitute an annex to this Framework Agreement and confirm the performance of individual sale and purchase agreements.
3.6.3. The Consolidated Report substitutes the need for separate written sale and purchase agreements for each individual transaction.
3.7. Provision of Documents to the Client
The Company shall ensure that the Client receives, via the Platform, an electronic package of documents confirming the lawful acquisition of goods from the Partner and their subsequent resale to the Client, which shall include at least:
(i) an extract from the Sale and Purchase Agreement (details, nomenclature);
(ii) details of the Goods Invoice;
(iii) warranty documents / product passport (where applicable);
(iv) the Murabaha Agreement and the payment schedule.
Original or paper copies shall be provided upon the Client’s request in accordance with applicable law.
3.8. Risk Management and Internal Control Thresholds
To ensure risk management and compliance with internal control procedures, AJR Finance establishes the following threshold limits:
- Up to KZT 1,000,000 (inclusive):
- Applications undergo automated scoring without referral to a collegial body.
- The decision is made automatically by the AJR system.
- From KZT 1,000,001 to KZT 2,000,000 (inclusive):
- Applications require mandatory approval by the Executive Director and the Chief Financial Officer of AJR Finance. Approval is performed online through the AJR Platform.
- The Partner can view the current status of the Application in the Platform interface.
- Above KZT 2,000,001:
- Applications require mandatory review by the Board of Directors of AJR Finance.
- The decision is formalised by minutes and approved through the Platform by the Executive Director. The Partner can likewise view the respective Application status via the Platform.
Section 4 — Rights and Obligations of the Parties
4.1. Obligations of the Partner
4.1.1. Use the AJR Platform exclusively for bona fide interaction with potential Clients who have given explicit consent to participate under the Islamic financing model.
4.1.2. Ensure that each Client is informed in advance that the sale and purchase transaction is concluded between the Client and AJR Finance Ltd., and that the Partner acts solely as the seller of the goods, services, or their combination, transferred to the Company.
4.1.3. For each approved Application, duly prepare and upload all primary documents (Goods Invoices, Handover Acts, or other equivalent confirmations of delivery or service availability) evidencing transfer of ownership of the transaction object to AJR Finance.
4.1.4. In the event of any errors or discrepancies in the submitted documents, correct and re-upload them within one (1) calendar day.
4.1.5. If the Client exercises the right of return (or withdrawal from services) under the Murabaha deferred payment agreement, ensure unconditional reimbursement to AJR Finance of the full amount paid for such goods or services, subject to return conditions, including preservation of product quality and non-consumption of services.
Accept returned goods from the Client within fourteen (14) calendar days of the Murabaha Agreement date, provided that:
a) the goods retain their original appearance and consumer properties;
b) no services have been rendered in full (for intangible assets);
c) AJR Finance confirms the legitimacy of the return in accordance with Shariah requirements.
4.1.6. Provide AJR Finance with the discount amount specified in each individual Application.
4.1.7. The Partner is strictly prohibited from submitting Applications related to goods or services prohibited under Shariah law, including but not limited to: alcohol or tobacco products, gambling, pornography, interest-based financial products, or any other haram activities.
4.1.8. The Partner may, at its own initiative, act as a guarantor (kafil) for its Client when submitting an Application on the AJR Platform.
If the Client delays payment by more than thirty (30) calendar days, the Partner shall fulfil the Client’s obligation within three (3) business days upon written notice from AJR Finance.
Such guarantee must comply with Shariah principles of kafala, which prohibit any remuneration for guaranteeing.
4.1.9. Ensure the actual existence, availability, and Shariah compliance of the goods, services, or packages offered at the time of Application submission, so as to avoid transactions falling under the prohibition of bay‘ ma la yamlik (sale of what is not owned).
4.1.10. Confirm that all goods and services offered are halal and Shariah-compliant, assume full responsibility for the accuracy of such declarations, and immediately notify the Company of any violations or doubts regarding their permissibility.
4.1.11. Partner’s Warranty on Goods: The Partner warrants that the goods:
(i) are new (unless otherwise stated);
(ii) are free from any third-party claims, pledges, arrests, or legal disputes;
(iii) conform to the description, packaging, and applicable safety/quality standards; and
(iv) are accompanied by valid warranty/service documents (where applicable).
The Partner shall be liable for hidden or legal defects arising prior to the transfer of ownership to the Company and bears full responsibility for product quality, completeness, and compliance with the laws of the Republic of Kazakhstan and this Agreement.
In case of defects, incompleteness, or unrendered services:
(i) the Partner must correct the defect or replace the goods within 10 calendar days;
(ii) if correction is impossible, refund the amount to AJR Finance within 3 business days.
4.2. Rights of the Partner
4.2.1. Access and use the AJR Platform functions provided under this Agreement and submit Client financing Applications.
4.2.2. Independently determine the discount amount per Application within the limits set by the Company’s internal policies.
4.2.3. Receive payment for goods or services transferred to the Company within the timeframes set out in this Agreement, subject to compliance with Section 3.
4.2.4. Operate throughout the territory of the Republic of Kazakhstan, in compliance with national laws and Islamic legal principles, including restrictions on prohibited goods and services.
4.2.5. Receive a monthly Consolidated Report reflecting all transactions, delivered goods/services, and payments.
4.2.6. In the event of discrepancies, request reconciliation or correction of the Consolidated Report from AJR Finance.
4.3. Obligations of AJR Finance
4.3.1. Ensure uninterrupted Partner access to the AJR Platform and provide technical support when necessary.
4.3.2. Conduct verification of all submitted Applications, including Client and Guarantor checks through state databases, AML/CFT verification, Shariah compliance checks, and scoring/creditworthiness assessment.
4.3.3. Upon completion of all required procedures, send the text of the Murabaha Agreement to the Client.
4.3.4. In cases of misconduct, fraud, or breach of this Agreement by the Partner, suspend or terminate cooperation by resetting limits, blocking platform access, or terminating the Agreement.
4.3.5. Guarantee that resale to the Client will occur only after the Company acquires ownership of the goods and the Client signs the Murabaha Agreement, thereby avoiding any Shariah violations.
4.3.6. Provide the Client with all documents required to confirm consumer rights in accordance with the laws of the Republic of Kazakhstan.
4.3.7. The Partner shall not make any public statements or conduct promotional or advertising activities relating to AJR Finance’s regulated business without the prior written approval of the Company.
All materials, banners, or call scripts may only be used upon AJR’s approval.
4.4. Rights of AJR Finance
4.4.1. Refuse to approve an Application based on the results of the Shariah review, without any obligation to justify its decision.
Section 5 — Financial Terms
5.1. Pricing of Goods and Services
The price of each good or service shall be determined in the Application and recorded in the corresponding Goods Invoice.
All prices are stated in Kazakhstani Tenge (KZT) and include VAT, where applicable.
When submitting an Application through the AJR Platform, the Partner may indicate the amount of the discount provided to AJR Finance for the relevant goods or services.
Such discount shall be applied during settlements between AJR Finance and the Partner and shall be displayed in the Application, visible to the Client in the AJR mobile application.
The discount amount shall be determined by the Partner independently and may vary depending on the product category, promotional conditions, or Partner’s loyalty policy.
5.2. Murabaha Price for the Client
The resale price to the Client under the Murabaha Agreement shall be calculated as the purchase price paid by AJR Finance to the Partner (after discount), plus a pre-agreed fixed profit margin of AJR Finance.
This margin is fixed in advance, is not linked to time or interest rates, and is permitted under Shariah law (does not constitute riba).
The Client’s obligations to AJR Finance are expressed in the form of a fixed instalment payment schedule.
5.3. Client’s Down Payment
Prior to activation of the Murabaha Agreement, the Client shall pay an initial down payment of not less than 20% of the resale price.
The down payment is made directly to AJR Finance and shall not be used to finance the purchase of goods from the Partner.
5.4. Payment by AJR Finance to the Partner
Payment to the Partner shall be made within four (4) business days after all of the following conditions have been met:
(a) the Company receives all required documents (including the Goods Invoice, Handover Act, etc.);
(b) the Company confirms ownership of the goods or services; and
(c) the Client accepts and signs the Murabaha Agreement.
The Company reserves the right to withhold or delay payment in the event of:
- discrepancies in the submitted documents;
- detection of fraudulent actions or violations by the Partner.
All settlements shall be made exclusively via non-cash payments in Kazakhstani Tenge (KZT). Cash payments are strictly prohibited.
5.5. Settlement Procedure
All settlements shall be reflected in the Consolidated Report, which is prepared on a monthly basis.
The Consolidated Report shall include:
- approved and completed Applications;
- corresponding Goods Invoices and Handover Acts;
- amounts payable and amounts already paid;
- applicable discounts.
The Consolidated Report, once signed by both Parties, shall constitute an additional agreement to this Framework Agreement.
In case of discrepancies, the Partner must submit written objections within five (5) business days; otherwise, the Report shall be deemed agreed and final.
5.6. Returns and Refunds
If the Client returns goods or withdraws from services within fourteen (14) calendar days, the Partner shall reimburse AJR Finance the full amount received for the transaction within three (3) business days from the date of receiving notification.
Refunds shall be made exclusively to AJR Finance and not directly to the Client.
Section 6 — Liability of the Parties and Dispute Resolution
6.1. General Liability
Each Party shall be liable for non-performance or improper performance of its obligations under this Agreement in accordance with the laws of the Republic of Kazakhstan and the terms of this Agreement.
Liability arises only in cases where the breach occurred due to fault (intent or gross negligence) of the Party.
6.2. Liability of the Partner
The Partner shall bear full responsibility for:
a) the accuracy and completeness of information provided in the Applications;
b) the authenticity of documents uploaded to the Platform;
c) the quality, completeness, safety, and compliance of goods and services with the laws of the Republic of Kazakhstan and Shariah principles;
d) timely replacement of defective or incomplete goods/services;
e) reimbursement of funds in cases of return or withdrawal by the Client in accordance with Section 5.6;
f) transfer of ownership rights to goods free from any third-party rights, liens, arrests, or encumbrances.
In the event of breach of warranty obligations, the Partner shall compensate AJR Finance for any losses incurred.
6.3. Liability of AJR Finance
AJR Finance shall be responsible for:
a) timely processing of Applications and execution of proper verification procedures;
b) timely payment for goods/services after fulfilment of all conditions specified in Section 5;
c) providing Clients with documentation confirming the transfer of ownership and the validity of the Murabaha Agreement;
d) ensuring Shariah compliance in the structuring and resale of transactions to Clients.
AJR Finance shall not be liable for any defects, incompleteness, or non-performance of services by the Partner.
6.4. Force Majeure
A Party shall be released from liability for full or partial non-performance of its obligations if such non-performance results from circumstances of force majeure (including natural disasters, war, government restrictions, or other events beyond control) that directly prevent the performance of obligations.
The affected Party shall notify the other Party within five (5) business days from the occurrence of such circumstances and provide documentary evidence thereof.
The performance period under this Agreement shall be extended for the duration of the force majeure event.
If such circumstances persist for more than sixty (60) calendar days, either Party shall have the right to terminate this Agreement without incurring any liability.
6.5. Dispute Resolution Procedure
The Parties shall seek to resolve any disputes through negotiations and mediation.
If an amicable settlement cannot be reached, disputes shall be referred to the Mediation Centre at the Astana International Financial Centre (AIFC) in accordance with its rules.
If mediation proves unsuccessful, disputes shall be finally resolved by the AIFC Court in Astana, whose decision shall be final and binding, and not subject to review by courts of general jurisdiction of the Republic of Kazakhstan.
6.6. Governing Law
This Agreement shall be governed by the civil legislation of the Republic of Kazakhstan and the principles of Shariah applicable to Islamic finance.
In the event of any inconsistency between civil law and Shariah principles, this Agreement shall be interpreted in a manner that maximises adherence to both legal systems, provided that such interpretation does not contravene the mandatory provisions of the laws of the Republic of Kazakhstan.
Section 7 — Term and Termination of the Agreement
7.1. This Agreement shall enter into force upon signature by both Parties and shall remain in effect for an indefinite period, unless otherwise stipulated by supplementary agreements.
7.2. Either Party may unilaterally terminate this Agreement by providing written notice at least thirty (30) calendar days prior to the intended termination date.
7.3. AJR Finance shall have the right to terminate this Agreement immediately, without observing the notice period, in the following cases:
- repeated or material breach by the Partner of its obligations under this Agreement;
- provision by the Partner of false or misleading information or documents;
- the Partner’s involvement in activities contrary to Shariah principles, the laws of the Republic of Kazakhstan, or those which damage the reputation of AJR Finance;
- systematic delays in refunding amounts due in cases of Client withdrawal or product return.
7.4. Termination of this Agreement shall not release either Party from obligations already undertaken, including payment settlements, refunds, or submission of documentation for transactions concluded prior to termination.
7.5. Upon termination, the Partner’s access to the AJR Platform shall be blocked.
All pending Applications shall be cancelled, except for those in which ownership has already been transferred to AJR Finance and confirmed by duly executed Handover Acts.
7.6. The Parties may terminate this Agreement at any time by mutual written consent.
Section 8 — Miscellaneous Provisions
8.1. All Appendices and additional agreements signed by the Parties shall form an integral part of this Agreement.
8.2. Any amendments or additions to this Agreement shall be valid only if made in written form (including electronic form via the AJR Platform) and signed or otherwise confirmed by the authorised representatives of the Parties.
8.3. The Parties recognise the legal force of electronic documents generated and exchanged via the AJR Platform, provided that they are authenticated by digital identifiers (including SMS codes, digital signatures, or login-password authorisation), which, in accordance with the legislation of the Republic of Kazakhstan, are equivalent to a handwritten signature.
8.4. The Parties agree that messages sent to the email addresses specified in this Agreement, as well as notifications automatically generated by the AJR Platform, shall be considered official correspondence and shall have evidential value in the event of disputes.
8.5. The Partner confirms that it possesses all necessary licences, permits, and approvals required to carry out activities related to the sale of goods and/or provision of services under this Agreement, and undertakes to promptly notify AJR Finance in the event of suspension, revocation, or restriction of such permits.
Confidentiality (8.6)
The Parties undertake to maintain the confidentiality of all information obtained in connection with the performance of this Agreement, including commercial, financial, technical, and personal data of Clients.
Disclosure of such information shall be permitted only with the prior written consent of the other Party, or in cases required by law, regulatory authorities, or Shariah compliance verification.
The confidentiality obligation shall remain in force for a period of three (3) years following the termination of this Agreement.
8.7. The Partner confirms that its activities under this Agreement do not involve the sale of goods or provision of services prohibited under Islamic law (haram).
In case of doubt, the Partner shall seek confirmation from AJR Finance.
8.8. The Company shall have the right to update internal AJR Platform policies and Shariah compliance procedures by notifying the Partner at least five (5) calendar days prior to their effective date.
8.9. If any provision of this Agreement is declared invalid or unenforceable, such invalidity shall not affect the validity of the remaining provisions.
The Parties shall replace the invalid provision with one that reflects the original intent as closely as possible and complies with the legislation of the Republic of Kazakhstan and Shariah principles.
8.10. This Agreement is executed in two counterparts, each having equal legal force, one for each Party.
If concluded electronically, the Agreement shall be stored within the AJR Platform system, and a copy may be provided to each Party upon request.