Definitions and Interpretations

“AED” means Emirati Dirham, which is the official currency of the United Arab Emirates.

“Affiliates” means in respect of any party, its subsidiary, holding company or a company which is a subsidiary or subsidiary undertaking of that holding company, provided that in all circumstance an Affiliate shall be controlled by the party or shall control the party or under common control of the party. For this purpose, the term ‘control’ or ‘controlled’ refers to the power of a person or entity to acquire, take directly or indirectly a legally binding decision for and on behalf of the controlled person or entity.

“Agreement” means the Application, these General Terms and Conditions, schedules, Card Scheme Rules, user manuals, your Welcome Letter, each addendum, statement of work (s), and/or any other document referencing this T&C that is signed by the Parties.

“Alternate Payment Provider” means provider of alternate payment methods (other than Card) enabled by us and/or otherwise notified by us in writing.

“Anonymized Data” means any data including Personal Data shared under this T&C that has been stripped of all Personal Data and therefore the Data Subject is not or no longer constitutes identifiable. The term, "Anonymized Data" includes Transaction data and other bank transaction data, including but not limited to date and amount of a particular Transaction, that has been stripped of: all Personal Data of the Data Subject; and Information identifying you as the source.

“Anticipated Liabilities” means amounts required to cover any sum due under: Any actual, potential or expected Refunds, Chargebacks, Chargeback Costs, any liability or expected liability relating to a Transaction or Assessments; or any liability or potential liability of yours under this T&C;

“Anticorruption Laws” means UAE Federal Decree Law on Promulgating the Crimes and Penalties Law and any other applicable laws in the UAE as updated from time to time.

“Applicable Laws” means the federal laws and regulations, orders, decrees, rules, circulars, notices or guidelines (including the requirements of any Supervisory Authority) of United Arab Emirates as amended and issued by a regulatory authority from time to time, including but not limited to antimony laundering, anti-bribery, antiterrorist financing, sanctions, tax, consumer protection laws (as applicable) and Data Protection Laws applicable in the Territory.

“Application Programming Interface (API)” means a set of routines, protocols and tools developed by us to provide the Services to you via a secure internet connection between your system and our system.

“Application” means the application form including the direct debit mandate signed by you forming part of and attached to the Agreement, under which you engage us to provide the Services.

“Approved Currency,” means AED or any other currency approved by us from time to time.

“Assessment/applicable fees” means any assessment,  , actual “fee, cost, expense or charge” of any nature which a Card Scheme, or any other third-party levies on you or us at any time, directly or indirectly, in relation to Services, Transaction or any other aspect of our or such third party’s relationship with you;

“Authorization Center” means the center dedicated by us to process Payment Transaction, which operates 24 hours 7 days a week.

“Authorization” means the electronic process by which a Payment Transaction is transmitted for approval, referral or decline by us Issuer or any Card Scheme.

“Authorized Person” means a person authorized by the Customer to act on behalf of the Customer in relation to the Account(s) and any transactions in relation to such Account(s).

“Card Currency”: means the currency in which the Eligible Cardholder receives Card statements from the Issuer.  

“Card Scheme Rules” means rules, regulations and guidelines of Card Scheme available on each of the Card Schemes’ official website and which contain necessary instructions, rules and

“Card”: means any card issued by the Bank or a third party card of a direct debt type to enable the Customer to access various services, including but not limited to ,cash withdrawals, payments for purchases , other banking services and account related information , from various interfaces provided or arranged by the Bank

“Cardholder” means a Customer or Supplementary Nominee to whom a Card has been issued.

“Chargeback Costs” means our administrative actual charge for processing a Chargeback and any  actual costs, expenses, liabilities, and Assessments that we may incur as a result of or in connection with a Chargeback;

‎"Chargeback transaction fees" means the fees ‎charged by Sharjah Islamic Bank's payment services ‎for processing the chargeback, including any ‎reasonable actual costs, expenses or assessments ‎incurred by Sharjah Islamic Bank's payment services ‎as a result of or in connection with the chargeback ‎transaction; this also includes the chargeback-to-‎sales ratio as adjusted by the card Schemes.‎

“Chargeback Protection” means protection against the costs and fees you would have paid to us for certain Covered Chargebacks

“Chargebacks” means either: 

• Any circumstances where Issuers, Card Schemes, regulator and/or other financial institutions either refuse to settle a Payment Transaction or demand payment from us in respect of a Payment Transaction that has been settled and/or in respect of which settlement of Sale Proceeds have been made to you; or 

• Any other circumstance where any Card Schemes and/or other financial institutions either refuses to make a payment to us or demands payment from us in respect of a fraudulent and/or a disputed Payment Transaction or other payment made to us in respect of a Payment Transaction, or in respect of which Payment Transaction or other payment has been made to you; in each case notwithstanding any Authorization;

“Contactless Payment Transaction” means any payment transaction carried out using credit cards, debit cards, covered cards, charge cards, key fobs, smart cards, or other devices including but not limited to smartphones that utilize radio frequency identification (RFID) or near field communication (NFC) technology, by tapping or placing the device near a point of sale terminal enabled for secure contactless payments.

“Covered Chargebacks” means Chargebacks raised by the Card Scheme with the following reason code (or other reason codes as updated from time to time by us and/or Card Schemes) in cases as Merchandise services not received, Not as described or defective merchandise services, counterfeit Merchandise, EMV Liability Shift Counterfeit Fraud, EMV Liability Shift non Counterfeit Fraud, Other Fraud Card present environment, Other Fraud Card absent environment.

“Covered POS Terminal Charges” means cost, Fees and charges which you would have paid to us for (a) POS Terminal accessories and (b) accidental damage of the POS Terminal. 

“Dashboard Service” means the analytics dashboard service provided by us to you using the Data, as amended from time to time.

“Data Controller” means the person or entity which, alone or jointly with others, determines the purposes and the means of the Processing of Personal Data.

“Data Processor” means the person or entity which Processes Personal Data on behalf of a Data Controller.

“Data Protection Laws” means any law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation around the world relating to the processing, privacy, transfer and/or use of data, as applicable to the Parties, including 

• All applicable privacy and data protection laws in the Territory and any applicable national implementing laws, regulations and secondary legislation relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time; or

• Any current or future judicial or administrative interpretation of any of the above, and any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority, in each case, as in force and applicable, and as may be amended, supplemented, consolidated or replaced from time to time.  

“Data Subject” means any identified or identifiable natural person whose Personal Data is processed in the context of this T&C.

“Data” means and includes without limitation data relating to Cardholder, Transactions and/or Personal Data.

“DCC Chargeback” means a chargeback resulting from a DCC Transaction.

“DCC Currency” means certain currencies as approved by us, other than UAE Dirhams, for which the Eligible Cards held by Eligible Cardholders, are configured.

“DCC Refund” means a refund resulting from a DCC Transaction.

“DCC Services” or “Dynamic Currency Conversion” or “DCC” is a Service provided by us, which enables you to offer eligible international Cardholders the ability to pay for goods or services in their Card currency. DCC has been more particularly described in section relating to DCC Payment Transactions.

“DCC Transaction” means a Card Transaction utilizing the DCC Services

“DCC Transaction” means a transaction initiated by an Eligible Cardholder who chooses to pay in the Card Currency through Dynamic Currency Conversion (DCC), instead of UAE Dirhams, based on an exchange rate determined by the service provider. The Sale Proceeds of such transaction are settled in UAE Dirhams.

“Designated Bank Account” means your nominated bank account, as provided in the Application or from time to time, which you have permitted to be used to fund the Payout Designated Bank Account or to receive the remaining amounts left over after affecting the Payment Instruction.

“Digital Wallet Operator” means and includes the definition described in the Card Scheme Rules and/or Applicable Law of the Territory.

“ECR” refers to Electronic Cash Register.

“Effective Date” means the date the Application is signed or submitted through our digital platform (as applicable) by you provided that you’re Application has been accepted by us.

“Electronic Commerce Transaction” means a transaction between the Merchant and the Cardholder in which a Card is used for payment of goods or services, a refund or any other permitted transaction in a Card Not Present Environment using a Cardholder Access Device and evidenced by a Sales Record.

“Eligible Beneficiary” means an intended recipient (who is not your employee) of Payouts to whom you owe a sum of money based on a direct business contractual relationship with you and whose activities are not:

a) Illegal or prohibited under Applicable Laws or any other applicable international laws;

b) Prohibited under our policies, as amended from time to time;

c) Encouraging, promoting, facilitating or instructing others to engage in illegal activity to include, without limitation, drug trafficking, sex and human trafficking, arms trafficking, or laundering money;

d) Promoting hate, violence, racial intolerance, or the financial exploitation of a crime in any manner whether directly or indirectly;

e) Promoting, supporting or glorifying acts of violence or harm towards self or others;

f) Involved or connected to obscene, pornographic, unlawful, or to instructions on the production of weapons or explosives.

g) Resulting you in breach of this T&C 

“Eligible Cardholder” means a Cardholder who has been issued an Eligible Card in a DCC Currency

“EMV Card” means microchip embedded cards and issued as per standards of EMV Co, a global standard for interoperation of integrated circuit (IC) cards and designed to enable secure payment at point of sale (POS) terminals and automated teller machines (ATMs), for authenticating payment card transactions.

“Equipment” means cash register, Integrated Electronic POS, the POS Terminal, the PIN Pads, the software programs and all accessories, connections and peripherals provided by us to you.

“Evaluation Period” means a period of time determined by us during which we will not pay you the amount for Covered Chargebacks

“Excessive Chargeback” means the threshold based on such number of transactions in a month, or the percentage ratio of Chargeback to Sales in a month, as may be prescribed by the Card Schemes from time to time.

“Fair Use” means the POS Terminal accessories being reasonably used or chances of accidental damages of POS Terminal by a merchant of your size, as solely determined by us from time to time.

“Fees” means all fees (including Transaction Fees) for Services and Additional Services, and other charges, surcharges set out in the Fees (including all costs incurred by us in processing Payment Transactions, Chargebacks and Refunds, Reversals, Levies) and / or as otherwise stipulated in this T&C or as informed to you by us from time to time

“Financier” means a bank or other financial institution ‎from which you have obtained a facility against ‎security of the Sale Proceeds or has sold and/or ‎assigned your future Sale Proceeds to such bank or ‎other financial institution‎.

“Floor Limit” means the maximum value permitted by us for you to accept for a single Payment Transaction without obtaining Authorization.

“Force Majeure”: Events beyond the control of either party, including natural disasters, war, regulatory changes, or utility failures

“Fraud Shield Services” means the Services relating to Chargeback Protection provided by us to you

“Fraud” or “Fraudulent” means any act of the Merchant, its employees, agents, vendors, or Cardholder or any third party entity or individual, or a Payment Transaction that is informed as fraudulent by us, the Card Schemes, Issuer, regulator and/or is a fraud under the Applicable Law.

“Fraud”: Any unauthorized, deceptive, or illegal activity involving Card transactions, including collusion or misuse by the Merchant or third parties.

“Gateway Documentation” means shall mean collectively, the operating instructions, user manuals, and help files, in written or electronic form, made available to the Merchants by download at SIB website that are intended for use in connection with the Payment Gateway Services and incorporated into this T&C by reference.

“Gateway” means our Transaction processing platform through which it provides services that enable you to connect with multiple users, third party processors, and payment networks in order to process Transactions. The Gateway includes the Payment Gateway Services and the Licensed Material.

“Hospitality Industry” refers to a wide range of service based sectors, including but not limited to hotels and accommodations, food and beverage services, event management, leisure and entertainment venues such as theme parks, transportation services, cruise operators, tourism related businesses, and vehicle rental services. All such activities must comply with the principles of Sharia.

“Integrated Electronic POS Services” means the Service where we provide Integrated Electronic POS and other related software or services to you

“Integrated Electronic POS” means when your cash register is integrated with the POS Terminal

“Intellectual Property Rights” means and includes any interests or related rights whether or not any such interests or rights are registered in copyright, trademark, design, database, knowhow, confidential information, trade secrets, license interests, patents or any other rights or interests in any data including Personal  Data, services,  Licensed Material, Equipment, software or hardware provided by us. 

“KYC Details” means the know your customer information that is required to be furnished by you from time to time with regard to your ownership, business and operations.

“Laws” means any decree, ministerial decision, statute, statutory instrument, law, proclamation, order, circular, implementing regulation, resolution, standard, notice, ruling by a court, bylaw, directive, treaty or other instrument or requirement having the force of law.

“Levies” means any tax, assessments or fine, charges, fee and penalties of any nature which a Card Scheme or a regulatory authority may levy on us or you in relation to the Payment Transactions and / or Services provided to you under this T&C.

“Licensed Material” means all software and documentation, Products provided by us to you hereunder, including the Gateway API, the Gateway Documentation, Payment Gateway Services and all updates, updates, revisions and derivative works of all of the foregoing.

“Losses” means any Anticipated Liabilities, Levies, , actual “charges, , costs, and/or expenses (including legal fees and /or expenses” and excluding opportunity costs, losses and payment of interest of any kind). 

“Magnetic Stripe Reader” means the Cardholder swiping the Card through the POS Terminal Magnetic Stripe Card reader that reads the card information encoded in the magnetic stripe

“Mail Order/Telephone Order Transactions” or “MOTO or “MO/TO” mean Transactions, which are Card Not Present Transactions, in which the Cardholder pays using a Card concluded by telephone or mail order.

“Manual Adjustments” means recovery of the Sale Proceeds from you for Payment Transactions for which no Authorization was granted by us

“Marketplace” means a seller of the goods or services, as approved by the Card Schemes as a Marketplace, which allows the Cardholder to purchase goods and services from multiple entities within a single Payment Transaction

“MasterCard SecureCode” means an online security service from MasterCard International Incorporated which connects the Cardholder to the issuing bank to authenticate the Cardholder’s identity at the time an Electronic Commerce Transaction is made at the point of purchase

“MasterCard” credit cards issued and managed by BNPL

“Merchant ID” means an identification number or set of identification numbers assigned by us to you to ensure that the Sale Proceeds are deposited in the relevant Bank Account as assigned by you

‎“Merchant Transaction” means a transaction ‎carried out to complete a payment following a pre‎authorization..‎

“Minimum Volume Fee” means a monthly fee (as stipulated in the Application form) that shall be applied and payable in the event your Sale Proceeds is AED 20,000 or less in a calendar month.

“Mobile Wallet” means a digital wallet application which either has a method to link various funding sources or contains stored value which has been funded through a variety of funding sources and enables the Cardholder to make payment for goods and services;

“New Merchant” means a merchant that has been active for less than six months.

“Online Platform” means the secure personal login area of our Payout portal, mobile application or any other secure channel where you may view your Payout Services details, statements, balances and provide Payout Instructions.

“Payment Gateway Services” means the provision of Gateway related services by us to you as specifically set forth in the Application form. 

“Payment Transaction” or “Transaction” means any payment by a Cardholder for goods and/or services purchased by such Cardholder from and provided by you, using a Card in accordance with the terms of this T&C and in relation to which we supply any of the Services to you, or a reversal of the same. Unless the context requires otherwise, a reference to “Transaction” shall include a reference to a Refund, a Reversal, a Representment, a RetroCharge, a Recurring Transaction, and a series of connected Transactions

“Payout Designated Bank Account” means the client money bank account which we use to (a) receive funds from your Designated Bank Account or the Sale Proceeds; (b) execute your Payout Instruction or to your Designated Bank Account on termination or on your instruction.

“Payout Instruction” means the specific instruction (through email, technical integration or other methods agreed by us) sent by you to us from time to time, informing us about the amount of Payout and the details of Eligible Beneficiary and Eligible Beneficiary or Payout Designated Bank Account, as required by us. Payout Instructions may be given only in the Approved Currency.

“Payout” means a business payment, which we are initiating, using our banking partners, within the Territory on your behalf to an Eligible Beneficiary.

“PIN Pad” means the device to be used in conjunction with a POS terminal, which enables the Cardholder to enter a PIN.

“POS Terminal Protection” means protection against the costs and fees you would have paid to us for Covered POS Terminal Charges.

“PreAuthorization” means an electronic or voice process used by to block or freeze certain funds on the Card for a subsequent Payment Transactions.

“PreAuthorized Recurring Transactions” means a Recurring Transaction that has a Pre Authorization by the Cardholder to be debited from the Cardholder account at the agreed intervals or on agreed dates and for goods and services that are to be delivered or performed by you in the future without having to obtain approval from the Cardholder each time.

“Products” means products and payment solutions and/or consulting services (including but not limited to benchmarking, Dashboard Service), developed from time to time by us, our Affiliates or third parties including those based on data (such as Personal Data, your information, Transaction data), by us for your benefit and our other clients (or potential clients) or to conduct market and investment research, data analytics, or statistical computation.

“Protection Limit” means a maximum limit of Covered Chargeback we will be assuming responsibility for.

“Recurring Transaction”:  means a repetitive periodic Payment Transaction for which you charge the Cardholder (e.g. services subscriptions),

“Refund” means a payment made by you to a Cardholder and / or Card Issuer for the credit of a Cardholder’s account to fully or partially reverse a Payment Transaction.

“Representatives” means in relation to you, your officers, directors, employees or owners who are ‎authorized to act for and your behalf.‎

“Representments” means a Transaction to reverse a Chargeback by the re execution of the original Transaction, where you have success fully challenged the Chargeback

“RetroCharges” means a Transaction initiated by you to reverse a Refund to which the Cardholder was not entitled.

“Reversal”/void means a reversal of a Payment Transaction, for any reason whatsoever.

“Sale Proceeds” means any and all funds resulting out from the Payment Transactions.

“Scheme” means the Card Payment scheme operated by MasterCard, Visa card or other similar entities and supported by UAE Switch, GCC Switch or any other countries Switch.

“Services” means the Products and services provided by to you as described in the Agreement, which includes Authorization, processing Payment Transaction, settlement of Sale Proceeds, and the processing by us of Chargebacks, Refunds, Representments and/or RetroCharges, providing necessary Equipment and other Additional Services.

“Smart Bundle Services” means the Services relating to POS Terminal Protection provided by us to you.

“Supervisory Authority” means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws.

“Term” means Initial Term and any subsequent Renewal Term(s)

“Terms and Conditions” mean these terms and conditions being annexed to the Application, published at our website, or updated on the merchant portal, as updated from time to time.

“Territory” means the United Arab Emirates.

“Transaction Fee” means Merchant discount rate charged in either the percentage fee or lump sum fee charged to provide Services under the Agreement

“Transaction Receipt” means a transaction receipt that documents all details of a Payment Transaction.

“Trigger Event” means the appointment by you of a third party service provider(s) to provide the same or similar Services as being provided by us under this T&C or any other document duly signed by the Parties; or termination of the Agreement for convenience by you prior to expiry of the Term.

“UAE” means United Arab Emirates.

“Verified by Visa” means an online security service from Visa which connects the Cardholder to the issuing bank to authenticate the Cardholder’s identity at the time an Electronic Commerce Transaction is made at the point of purchase

“Welcome Letter” is a document that is sent to you once your Application is accepted by us, which contains your Merchant ID (s), user guide which provide details of our Services, support, FAQs and other important details to avail our Services

3D Secure: An online security protocol (e.g., Verified by Visa, Master Card Secure Code, etc.) used to authenticate Cardholders during ecommerce transactions

Acquirer: SIB in its role as the financial institution that processes Card transactions on behalf of the Merchant.

Additional Services” means additional Services as set forth in agreement new Products, Payment Services‎ methods, and/or other value-added services provided by us to you from time to time. 

Authorization: The process by which a transaction is approved or declined by the Issuer or Card Scheme.

Bank Account: means the bank account opened and held by the Merchant as described in the Merchant Application

Business Day: means every day except Saturdays; Sunday and public holidays in the Territory

Card Holder Data

- PAN  Primary Account Number or Card Number

- Card Holder Name  Printed in front of the Payment Card

- Expiry Date  Refers to date of expiry mentioned in the Payment Card

- Track data  Payment Card data stored in magnetic stripe and/or chip

- CID  Card Identification Number (American Express and Discover payment cards)

- CAV  Card Authentication Value (JCB payment cards)

- CVC  Card Validation Code (MasterCard payment cards)

- CVV  Card Verification Value (Visa payment cards)

Card Not Present Environment: means an environment where an Electronic Commerce Transaction is completed where either the:

- Cardholder is not present; or

- Card is not present.

Card Present Environment:  means an environment where a Card Transaction is completed where both the:

- Cardholder is present; and

- Card is present.

Card Scheme Operating Procedures: means the bylaws, rules, operating regulations and any other instructions issued by the card schemes, as the same may be amended or varied from time to time.

Card Transaction means a transaction between the Merchant and the Cardholder in which a Card is used for payment of goods or services, a refund or any other permitted transaction in a Card Present Environment and which is evidenced by a Sales Slip

Cardholder Access Device: means a terminal, personal computer, telephone or other

Chargeback to sales ratio, means a specific chargeback threshold for Transactions as may be varied the Schemes;

Chargeback Window means the permissible period between a Payment Transaction and the date of a dispute raised by the Cardholder or the Issuer as defined by the Card Association rules.

ChipandPIN” means all face-to-face Transactions processed in line with the ChipandPIN program;

Confidential Information: means any information which is disclosed or otherwise comes into either party’s possession directly or indirectly as a result of this T&C and which is of a confidential nature including, without limitation, any business, employee or customer information, any technical or commercial knowhow, Cardholder Data, any information relating to SIB and any entity it controls or is controlled by and the existence and terms of this T&C but excludes information that:

a) Is or becomes public information other than as a direct or indirect result of any breach by either party of this T&C; or

b) Is identified in writing at the time of delivery as nonconfidential by the disclosing party; or

c) Is known by the party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the recipient party after that date, from a source which is, as far as the recipient party is aware unconnected with the other party and has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

Consents” means all approvals, consents, licenses, permissions and authorizations required from any person, which are, from time to time, necessary in relation to the activities contemplated by the Merchant Agreement.

Country of Domicile: where the card been issued by the license financial institute

DCC Services: Dynamic Currency Conversion services, if offered, allowing Cardholders to pay in their home currency.

DCC: means Dynamic Currency Conversion: means a service that allows international cardholders to pay in their local currency instead of the UAE dirham.

Double Swipe: means the act of a merchant completing a second swipe of a payment transaction at ECR after the Card has been used to obtain Authorization from the Card Issuer

ECommerce Services: Online payment processing services provided by SIB for Card not present transactions.

Foreign Cardholder(s)” means a Cardholder of a Card billing currency is not the local currency of UAE and the Card Scheme uses DCC. “Foreign Transaction” shall mean the Transaction conducted by a Foreign Cardholder

Goods and/or Services: means only Shari’a compliant Goods and/or Services as determined by SIB Shari’a Supervisory Committee. The word Goods and/or Services under this Merchant Agreement shall be read either conjunctively or disjunctively as the Context required.

In this T&C the following words shall have the meaning ascribed to them:

Issuer: A licensed financial institution that issues Cards to Cardholders under a Card Scheme.

Merchant Agreement" means the Merchant Application, these Terms and Conditions, the Best Practice Guide and each addendum made thereto

Merchant Application: The form submitted by the Merchant to request acquiring services, forming part of the Agreement.

Merchant Outlet” means the physical retail outlet (or department) owned and operated by the Merchant in the UAE and which is agreed with the Merchant and by agreed by or any other outlets or departments as may be agreed by SIB Pay in writing.

Merchant: A legal entity approved by SIB to accept Card payments for goods and/or services, as specified in the Merchant Application.

Payment Gateway Transaction” means the Transaction made using Payment Gateway Services.

Payment Link” means the application allows sending customers electronic invoices (via email, SMS, copy link to post on other social media) with a “Pay Now” button to seamlessly pay.

Payment Transaction: A transaction initiated by a Cardholder to pay for goods or services from the Merchant, including refunds, reversals, and recurring transactions.

PCI DSS: Payment Card Industry Data Security Standard, a set of security standards for handling cardholder data

PIN Pad" means the device to be used in conjunction with a POS terminal, which enables the Cardholder to enter a Personal Identification Number.

POS Terminal: A point of sale device (fixed, mobile, or soft POS) provided by SIB to the Merchant for processing Card transactions

Privacy Policy” means the privacy notice published on our website https://www.sib.ae/en/privacypolicy), as updated from time to time. 

Sale/Payment Proceeds: means any and all funds resulting from the Completion and settlement of any Payment Transaction.

Sales Record: means an electronic record of an Electronic Commerce Transaction containing full information of the Electronic Commerce Transaction authorized by SIB pay.

Sales Slip: The printed or electronic record of a transaction generated by the POS Terminal.

Schedule of Charges” means the document(s) outlining charges payable by the Merchant to SIB pay connection with the Services, whether attached to or included by SIB pay to the Merchant from time to time

Scheme Rules” means the collective set of bylaws,  rules, regulations, operating regulations, policies, procedures, guidelines, and manuals issued by (or in relation as may be amended, updated, or replaced from time to time, and which shall form an integral part of this T&C as if annexed to or set out in the body of this T&C in full;

Security Code” means security related information used to authenticate Cardholders and authorize Card transactions, which includes any of the following contained in a Card: the magnetic stripe or in a chip, and the Card security code.

Sharia’a: The principles of Islamic law as interpreted by SIB’s Internal Sharia’a Supervisory Committee (ISSC)  which are aligned with Higher Shari’ah Authority (HSA) of CBUAE  guidelines and Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI) Shari’ah sStandards

SIB Account(s): means any bank account(s) opened and operated by the Customer with the Bank in accordance to the rules and Principles of Islamic Sharia’a , these Terms and Conditions of the Bank and where the context requires, shall include the Current Account and / or the Mudarabah Accounts (either for a specified or unspecified period, such as Investment Deposit Account , Saving account )

SIB Pay: Sharjah Islamic Bank PJSC’s Payment Services‎ known as SIB Pay, a Sharia’acompliant financial institution incorporated in the UAE, with its registered office at PO Box 4, Al Khan, Sharjah, UAE, regulated by the Central Bank of the UAE and supervised by its Internal Shari’a Supervisory Committee.

SIB: Sharjah Islamic Bank PJSC, a Sharia’acompliant financial institution incorporated in the UAE, with its registered office at PO Box 4, Al Khan, Sharjah, UAE, regulated by the Central Bank of the UAE and supervised by its Internal Sharia’a Supervisory Committee.

Soft POS” means the payment software application provided by SIB Pay to the Merchant to accept Transactions mobile device.

SSL: standard security technology for establishing an encrypted link between a web server (website) and a browser.

Third Party" means any person or entity, which is not a Party to this Merchant Agreement, and the term "Third Parties" shall be construed accordingly.

Turnover” means the total volume of the Transactions in monetary terms measured over a period

Undertaking Party" : refers to a party or entity that provides a formal commitment or promise to carry out a specific action or fulfill certain obligations

Value add Services” means 

1. Payment Gateway Services;

2. DCC Services; 

3. SIB Pay acceptance as well as 

4. Any other services as SIB pay may specify from time to time in the Application Form, in each case excluding Acquiring Services, as more particularly described in the Agreement.

VAT& Taxes: means all forms of tax and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable, and any of it and includes VAT.

VAT” means value added tax and any other similar tax or duty

1. OUR SERVICES AND OBLIGATIONS

1.1. In consideration of the Fees related to the Services, we shall provide all Services in accordance with the provisions of this T&C.

1.2. If you experience any technical or other issue with the Services, you may contact us using our contact details mentioned in the Welcome Letter or our website: www.sib.ae/sibpay 

1.3. All Transactions processed by us will be shown in the Transaction statement provided to you. Daily statement will be generated at a fee as set forth in the Application or informed to you from time to time. On your written request, monthly Transaction statements can be provided at no additional Fees.

2. Your Obligations

2.1. You shall at all times comply with the provisions of this T&C as may be updated from time to time by us, the Card Scheme Rules and the Applicable Laws.

2.2. You agree that we shall be your exclusive provider of the Services for the Term of the Agreement.

2.3. You shall ensure that the Transactions carried out are relating to sale and purchase of your licensed good and/or services. You shall notify to us in writing before you make any changes to the nature of your licensed goods and /or services.

2.4. You shall pay the Fees and any Losses we incur in a timely manner in accordance with the provisions of the Agreement.

3. Fees and Taxes

3.1. All Payment Transactions processed by us shall be subject to Fees payable by you to us in accordance with this T&C. Fees once received shall not be refundable unless received in error by us.

3.2. You agree to pay, and authorize us to charge, the Fees and any Losses we may incur together with any applicable taxes by adjustment of the Sale Proceeds or by debit to the Bank Account or any other mode in accordance with terms of this T&C. All Fees and other amounts payable under this T&C are exclusive of any Value Added Tax (VAT) or any other taxes or levies under Applicable Laws and are payable by you. We shall where required by Applicable Law, provide an invoice in respect of such VAT or other taxes or levies.

3.3. All payments made by you to us under this T&C, shall be free from any withholding or any other similar taxes levied under Applicable Laws. If you are required under Applicable Laws to withhold or deduct any tax out of the payments due to us (“WHT”), then the sum payable shall be increased to the corresponding amount as necessary, so that after making all such required deductions we receive an amount equal to the sum we would have received had no WHT or such deduction had been made.

3.4. In the event the monthly volume of Payment Transactions is AED 20,000 or less, you shall pay the Volume short fall fee stated in the Application.

3.5. The Fees may be increased by us, or we may introduce new Fees by giving thirty (30) days (a shorter or longer notice, if required by the Applicable Law) advance written notice to you, served in accordance with clause 25.2.

4. Your Bank Account

4.1. You shall maintain a Bank Account with a bank licensed by the UAE Central Bank, and where the settlement is to a Bank Account with a bank outside the UAE, such bank shall be agreed in writing with us, and you shall maintain sufficient funds in the Bank Account to ensure timely payment of any Fees, Levies, Chargebacks, Refunds, Reversals and any other amounts payable to us under this T&C.

4.2. You agree to provide us with at least fourteen (14) days advance written notice of any change in the Bank Account, or in case the Bank Account is outside UAE, effect a change in the Bank Account only with our prior written agreement. You also agree to notify us immediately if there are any restrictions imposed on the Bank Account.

4.3. By signing the direct debit mandate attached with the Application and this T&C, you represent, undertake and warrant that you have given written authorization to the bank where the Bank Account is being maintained to accept and honor direct debit instructions from us.

4.4. We reserve the right to debit the Bank Account for any and all amounts owed by you to us under this T&C and Such amounts as determined by us to meet your obligations under this T&C. If the balance in the Bank Account is not sufficient to meet your obligations under this T&C including for payment of Fees, Chargebacks, Refunds, Reversals, Levies and any other amounts payable to us under this T&C then we may recover such amounts and related expenses by deduction of the same from the Sale Proceeds and/or from any collateral held by us or send you an invoice which shall be payable immediately.

5. Payment Transactions and Cards

5.1. Unless otherwise notified by us, you shall accept the Card types described in the Application and those notified by us from time to time, as a payment method for Payment Transactions.

5.2. You shall:

i. only accept Cards that have not expired at the time of presentation, as payment for goods and services sold by you; and

ii. Unless otherwise advised by us, not impose minimum or maximum financial limits on Payment Transactions.

5.3. The goods and/or services offered by you should be sold at the same price regardless of whether the payment is by Card or cash.

5.4. You will not use our Services to initiate any Payment Transaction for goods or services that is not in accordance with your licensed business and licensed activities.

5.5. You shall observe the permitted Floor Limit, you shall not impose a financial limit in respect of Payment Transactions or preset any rule to accept minimum or maximum values for a payment transaction.

5.6. You shall ensure to have the Card is swiped into the POS Terminal for all Payment Transaction at the time of initiating any Authorization. In case of EMV Card you shall insert the Card into the POS Terminal and if prompted shall request the Cardholder to enter the PIN.

5.7. If a Payment Transaction is initiated using a Card which is issued by an Issuer outside the UAE for an amount of five thousands dirham (AED 5000) or more, you shall verify the identity of the Cardholder, record details of the identification document on the POS Record, obtain a photo copy of such documents and retain them for presentation to us upon demand.

5.8. All details of Payment Transactions shall be made available to us within seven (7) days from our request.

5.9. The amount of Payment Transactions shall be reduced in accordance with any discount that is offered on sale of goods and services by you.

5.10. You shall not accept a Payment Transaction, which is made

i. To advance Cash to the Cardholder unless previously authorized by us;

ii. To refinance a debt for you, Representative or Cardholder;

iii. To debit any additional charge, surcharge, or other charge which is not related to the Payment Transaction; and

iv. For goods, which are not sold or services which are not rendered by you to the Cardholder.

v. SURCHARGE

a. It is prohibited for the merchant to impose any surcharge or additional sum, fee, or payment on any cardholder who opts to use a card in any transaction via POS; softpos, ecom

5.11. You should not initiate any Payment Transaction without:

i. Verifying the format of the logo appearing on the Card with the approved format authorized by the relevant Card Schemes as provided by us;

ii. Verifying the validity date on the Card;

iii. Verifying the identity of the Cardholder;

iv. Using reasonable effort to verify the signature of the Cardholder on the back of the Card; and

v. Obtaining an Authorization.

5.12. For the purpose of clause 5.11 above, if you are unable to verify the validity of the Card or identity of the Cardholder, you shall immediately contact our Authorization Center for verification. If no sufficient information on the verification is provided, you shall not complete the Payment Transaction and shall use all reasonable means to recover the Card from the Cardholder and unless legally prohibited, to promptly send the same to us, and where so required, follow our instructions in this regard.

5.13. All Payment Transactions shall be processed for Authorization using the Equipment and/or Gateway in the manner prescribed in your user guide or Welcome Letter. No Payment Transaction will be approved, accepted or processed by us and no Sale Proceeds will be credited to the Bank Account if the Payment Transaction is not processed through the Equipment or Gateway approved by.

5.14. Any incorrect Payment Transaction submitted by you that requires you to refund the Cardholder shall be sent to us to initiate a Refund. You shall be liable for any incorrect or unauthorized Payment Transaction. If as a result of such incorrect or unauthorized Payment Transaction any Losses are incurred by us, the same may be recovered by adjustment against your future Sales Proceeds or by a debit to your Bank Account.

5.15. We reserve the right to limit the volume of Payment Transactions we will accept from you where we consider it reasonably necessary to manage our credit risk. Where a limit is imposed we reserve the right to change the limit from time to time as may be considered necessary, and communicate the same to you.

5.16. You shall present all Payment Transactions to us within three (3) days of the date of completion of the Payment Transaction and in all events no later than seven (7) days of the date of completion of the Payment Transaction. For MO/TO and Online, Payment Transactions shall not be presented until the relevant goods and/or services ordered by the Cardholder have been dispatched or arrangements made for services to be provided.

5.17. You shall ensure that:

i. A previously disputed Card Transaction at your location is not accepted;

ii. A Cardholder should not provide details, complete a postcard or similar device that includes any of the following in plain view when mailed: the Cardholder’s account number, card expiration date, signature, or any other Card account data. Request the Card Verification Value 2 (CVV2) data on any paper order form;

iii. Any applicable tax to the Transactions is added only where it is expressly required by Applicable Law that permits you to levy such tax on the Cardholder. Any tax amount, if allowed, shall be included in the payment Transaction amount and in the invoice, and shall not be collected separately;

iv. Use your best efforts to assist us, if requested at any time, in preventing, and detecting fraud. You undertake to inform us, as soon as reasonably practicable, of any actual or suspected fraudulent activity you become aware of, or any actual or suspected, misrepresentation or any illegal activities in relation to a card;

v. An aggregated Payment Transaction is not made for multiple suppliers;

vi. A Payment Transaction is not submitted for or on behalf of third party (i.e. Other business entities or an entity that has not signed an Affiliate form); and

vii. A Payment Transaction is not submitted that may in the sole discretion of the Card Scheme or us damage our goodwill or reputation or reflects negatively on the Card Scheme or our brand.

viii. You agree that any Payment Transaction or presenting a POS Record shall constitute warranties to us that

(a) all statements of fact therein are true, 

(b) the Card or POS Record is valid and 

(c) the sales are not subject to any dispute, setoff and/or counterclaim.

5.18. Other Types of Payment Transactions

5.18.1. Payment Gateway Services and E commerce Transactions

i. You shall ensure to provide us in writing, your website’s URLs that are intended to be used for processing the online Transactions. Such URLs shall be used for processing payments once they have been reviewed and approved by us in writing.

ii. You shall only use the online payment order form in the format prescribed and approved by us for initiating online Payment Transactions. You shall include the order reference number on the Transaction Receipt for each Payment Transaction made online.

iii. You shall include in your website the following:

• Complete description of goods and/or services provided;

• Refund or return policy:  your website shall communicate your refund and privacy policy to the Cardholder and require the Cardholder to select a "click to accept" or other affirmative button to acknowledge the policy. The terms and conditions of the purchase shall be displayed on the same screen view as the checkout screen that presents the total purchase amount, or within the sequence of website pages the Cardholder accesses during the checkout process and should not be in a separate hyper link;

• contact details of your customer service including an electronic mail address and phone number;

• Transaction currency.

iv. You shall ensure to provide us in writing, your website’s URLs that are intended to be used for processing the online Transactions. Such URLs shall be used for processing payments once they have been reviewed and approved by us in writing.

v. You shall only use the online payment order form in the format prescribed and approved by us for initiating online Payment Transactions. You shall include the order reference number on the Transaction Receipt for each Payment Transaction made online.

vi. You shall notify promptly notify us in writing, of any modification to your website or banner which is linked with your website and or any actual or attempted attack or hacking of such website. Notification shall include but not limited to any recent modification, alteration, external attack or hacking to such website.

vii. You shall use or implement the security measures required by us from time to time. You shall remain responsible for maintaining data integrity of any data received held or maintained or sent across the internet, you shall also remain responsible for managing the telecommunications link, and for payment of all associated cost of maintaining such link. You will provide capability for secure sockets layer encryption to the minimum standard required by us.

viii. You shall be responsible for regular reconciliation of Transactions and undertakes to investigate any errors reported to you within five (5) calendar days of intimation of the said errors.

ix. You undertakes to execute a quarterly Authorized Scanning Vendor (ASV) scan and an annual Web Application scan to ensure that your system(s) is safe and secure. You may request in writing, for us to perform these scans on your behalf and accordingly, we will provide reports and recommendations resulting from the scans. All costs of such scanning shall be borne by you.

5.18.2. Mail Order and Telephone Order (MO/TO) Payment Transactions

i. You may not accept MO/TO Payment Transactions without our prior written consent, such consent will be communicated once MO/TO is enabled for you by us.

ii. You may enter MO/TO Payment Transactions received by using the POS Terminal or by obtaining Authorization through the Authorization Center.

5.18.3. PreAuthorized Recurring Transaction:

If you accept a PreAuthorized Recurring Transaction, you shall do so at your own sole risk and liability. You shall obtain from the Cardholder a prior written request or make an online acceptance for the PreAuthorization for the sums due to you in respect of goods and/or services to be periodically charged to the Cardholder. The PreAuthorization must be dated and signed by the relevant Cardholder (or otherwise demonstrate a valid online acceptance) and must state the amount and frequency of the recurring charge to be made against that Cardholder, the approximate date within each period their account will be charged, and the duration of time during which the charges comprising that Pre Authorized Recurring Transaction can be made. The written request or online approval record shall be maintained by you at all times and made available to us upon a request from us by email. All annual billings of such PreAuthorized Recurring Transactions must be reaffirmed at least once each year. You shall not deliver goods or perform services covered by a PreAuthorization after receiving notification from the Cardholder that the PreAuthorization is cancelled or from us that the Card covering the PreAuthorization is not to be honored.

5.18.4. DCC Payment Transactions

1) You shall not accept DCC Transactions without our prior written consent; such consent will be communicated once DCC Services is enabled for you.

2) DCC Services enables Eligible Cardholders to present a DCC Transaction.

3) You acknowledge and agrees that a DCC Transaction will be converted to the DCC Currency in which the Card is denominated based upon an Spot exchange rate in effect at the time of Authorization along with a markup fee and that the DCC Transaction, as converted, will be cleared through Card Schemes, in the DCC Currency. Additionally, the DCC Services may not apply to Refunds, or any Payment Transactions that are referred to us for authorization or otherwise authorized by you via telephone. We reserve the right to add, delete or suspend any currency to or from the DCC Currency, as the case may be, at any time without notice to you, revise your rebate upwards or downwards, as the case may be, by giving a fourteen (14) days written notice to you. Further, we may terminate or suspend the Program for any reason upon notice to you.

4) DCC Services Requirements

You agree to comply with the following requirements:

a) Disclosure: you agree to comply with all instructions and specifications applicable to the DCC as updated by us from time to time.

b) Cardholder Choice: you shall always provide choice to Cardholders to pay in either “Card Currency” or “UAE Dirhams”, as prompted on the POS Terminal. You shall never choose on behalf of Cardholders, and you understand and accept that if you select the currency on behalf of the Cardholder by pressing a button on the POS Terminal, you shall be liable for a Chargeback and / or levy of Fines and

c) Penalties in case the Cardholder disputes the Transaction. For every DCC Transaction using Equipment, you shall issue a document informing the Cardholder about the DCC Currency chosen and (except) where Chip and PIN procedures are used) shall obtain the Cardholder signature on this document. If a particular Cardholder elects not to choose DCC Currency, it is understood that we will process that Cardholder's Payment Transaction in UAE Dirhams;

d) Timely Presentment of DCC Transactions: You shall present DCC Transactions within twenty four (24) hours. If you are in the hotel, lodging and cruise industries, you may submit the Payment Transaction within twenty four (24) hours of a Cardholder's checkout from your premises/establishment/cruise. You acknowledge that on your failure to present a DCC Transaction within the specified timeframe, we may reduce the amount of the Sale Proceeds;

e) Refunds and Chargebacks: Unless you use POS Terminal that is not capable of processing Refunds in the DCC Currency and in the manner required by us, a Refund in respect of a DCC Transaction to a Cardholder's account, reflecting either the partial or complete return or reimbursement of a DCC Transaction, will be converted to AED using the exchange rate applicable on the date of presentment of the Refund amount by you. The Refund or Chargeback, as applicable, will be cleared through the Card Scheme in the DCC Currency in which the Card is denominated, and if such support is not in place, then the Refund or Chargeback will be processed in AED, subject to applicable Card Scheme Rules. You acknowledge and agrees that the Refund or Chargeback amount will likely differ from the original Sale Proceeds received by you for the DCC Transaction in AED and that you may incur Losses as a result of the credit or returns. Notwithstanding anything contained to the contrary in this T&C, you acknowledge that it will be the full amount of the Refund or Chargeback under the terms of the Agreement;

f) You agree we will add a markup fee to provide DCC Services to you.

g) You agree that that you will display marketing collaterals as may be deemed necessary by us in order to create necessary awareness & offer an option to the Cardholder.

6. Pre Authorization and  Authorization Of Payment Transactions

Pre Authorization

6.1. You shall request PreAuthorization to withhold the necessary funds on the Card to cover the anticipated provision of goods and/or services where the Payment Transaction is not being completed at the time of contracting for your goods or services.

6.2. For the purpose of PreAuthorization, you shall estimate the value of the Payment Transaction on the basis of the following:

i. Type and duration of the services as may be anticipated at the time of the Pre Authorization; and

ii. The estimated price for such services.

6.3. You shall swipe the Card through the POS Terminal, in case of EMV Cards, you may insert the Card into the POS Terminal and if prompted, you shall request the Cardholder to enter the PIN, to obtain the required Pre Authorization.

6.4. You shall inform the Cardholder of the amount for which the PreAuthorization was obtained at the time of contracting for your services. You shall record the date, the amount and the Pre Authorization approval code received or obtained on the POS Record.

6.5. In order for you to complete a Payment Transaction based on the earlier Pre-Authorization, you shall process a Payment Transaction for value not exceeding the PreAuthorized Amount. The approval code entered by you for Payment Transaction shall be the same as the one obtained in the Pre Authorization.

6.6. If necessary, you may obtain Pre Authorizations for additional amounts (not cumulative of previous amounts) at any time during the course of your services. It is understood that Pre Authorization for additional funds may be necessary if the value of your services to be rendered exceeds or would exceed the sum of the funds PreAuthorized.

6.7. No Transaction shall be made for any additional services that are requested by the Cardholder unless charges in relation to those additional services are previously agreed by the Cardholder. You shall obtain the Cardholders written acceptance to such additional charges at the time of completion of the additional services and you shall process the Payment Transactions within seven (7) days from the date the services are completed. The POS Record used as a result of Payment Transaction for additional services may not be accepted unless it is supplemented by the Cardholder written consent on such charges.

7. Authorization

7.1. The Floor Limit for all Payment Transactions will be zero unless otherwise agreed by us and communicated in writing to you. You must not split the value of a Payment Transaction by initiating multiple authorization requests to avoid obtaining Authorization. You acknowledge that splitting a Payment Transaction into multiple authorizations may result in Chargebacks and we shall be entitled to recover the values of the rejected Payments Transactions plus all associated expenses from you in accordance with the terms of this T&C.

7.2. You shall obtain an Authorization code from us before completing any Payment Transaction. You acknowledge and agree that an Authorization code does not guarantee that the Payment Transaction is being authorized by the person whose card number and name appears on the Card presented for Authorization.

7.3. An Authorization code does not guarantee that a Payment Transaction will not be subject to a Chargeback at a later date.

7.4. If you do not make a request for Authorization or if Authorization is refused you shall not complete the Payment Transaction. If you resubmit a Payment Transaction for Authorization and subsequently rely upon an Authorization which is then granted, you will still be liable for any Chargeback in relation to such Payment Transaction.

7.5. You shall not submit an Authorization request in order to validate a Card where there is no associated Payment Transaction. You shall process such requests as ‘account status inquiry’ if you wish to validate a Card.

7.6. You shall obtain the Cardholder’s authority for each Payment Transaction. Unless a Card is previously reported lost or stolen or compromised, Cardholder authority will be deemed given:

i. For Card Present Transactions when Cardholder correctly enters a PIN into the POS Terminal and the PIN is successfully verified or where you obtain the Cardholder signature on the Payment Transaction Receipt and the signature matches the Cardholders’ signature written on the panel on the reverse side of the Card;

ii. For Mail Order/Telephone Order Transactions by obtaining the signed written authority of the Cardholder to debit the Card;

iii. For Online Transactions by obtaining the CVV/CVV2/CVC2 number from the Cardholder’s Card, and authentication via 3D Secure.

7.7. If an Authorization attempt generates messages such as “referral”, you shall obtain Authorization through the Authorization Center. If the Authorization Center approves the Payment Transaction, you shall then use the same Authorization code that will be given by the Authorization Center to complete the Payment Transaction. Alternatively, where the Payment Transaction is declined, or the Cards categorized as “pickup” you shall comply with the instructions that may be issued by us or the Authorization Center with regard to the said Payment Transaction.

7.8. You shall comply with this T&C, Applicable Law and/or any mandates relating to “Double Swiping of Payment Cards” and ensure that Card at POS terminals is swiped only once to obtain authorization of transactions from Issuers. You shall not double swipe cards or capture and store Cardholder information to create any secondary record to support inhouse accounting, reporting or for the purpose of managing other programs such as loyalty and rewards. 

8. Transaction Receipts

8.1. A Transaction Receipt may be generated electronically or manually.

8.2. A Transaction Receipt is invalid if it is not generated in accordance with the terms of this T&C and/or Card Scheme Rules.

8.3. For Card Present Transactions you shall provide a complete and legible copy of the Transaction Receipt to the Cardholder at the time of the Payment Transaction. For Card Not Present Transactions the Transaction Receipt shall be presented to the Cardholder no later than seven (7) days following the completion of the Payment Transaction.

8.4. You shall retain and produce on demand, a copy of the Payment Transaction Receipt for at least five (5) years following the date of completion of the Payment Transaction or following delivery of the goods and/or services whichever is the later. All Transaction Receipts shall be kept in a secure manner in accordance with PCI DSS. You agree to provide all reasonable assistance to us and to provide all such documents as may be required by us and share the information with the Card Schemes and / or the Issuer to resolve any disputes raised by an Issuer and/or Cardholder. Failure to provide the requested documentation within timeframe specified will result in a Chargeback for which you will be liable.

9. Sale Proceeds and Settlement

9.1. We shall settle the Sale Proceeds by a credit to the Bank Account, in accordance with the funding frequency set out in the Application. We reserve the right to change the funding frequency period upon notice to you.

9.2. We may from time to time, consolidate any or all of your funds and other accounts with us if any; and set off, apply or transfer any and all such sums to satisfy any debt or liability that you and/or your Affiliate owe to us , including any debt or liability incurred to effect any required currency conversions.

9.3. You agree that the Payment Transactions processed, or any collateral held under this T&C shall not constitute a deposit with us, and shall not bear any profit.

9.4. We may record or store information related to settlement of funds in any form or by any means as we may deem appropriate however, we are under no obligation to retain original documents, instruments or vouchers belonging to you.

9.5. You hereby authorize us to apply or deduct from the Sale Proceeds, or if the Sale Proceeds are already credited to the Bank Account, then you agree to refund and/ or if considered appropriate by us set off against any collateral held, in the order of priority mentioned below:

1) Refunds ;

2) Reversals;

3) Applicable taxes;

4) Chargeback Costs;

5) Assessments;

6) Chargebacks;

7) Levies;

8) Manual Adjustments;

9) Fees; and

10) Any other Losses or amount that is due under the Agreement;

9.6. We, in addition to our other rights under this T&C, may delay, withhold, or retain settlement of funds and/or amounts otherwise payable to you under this T&C and/or adjust the same against any collateral amount, and/or against Chargebacks, Fees, Refunds, Reversals, and Levies payable by you. Further, you irrevocably grant us a lien over the Sale Proceeds and authorize us at any time, upon written notice to you, to exercise such rights in relation to the above. 

We may exercise the rights set out in this clause 9.6 where:

1. The Agreement is terminated;

2. You are in breach of this T&C, the Card Scheme Rules and/or the Applicable Law;

3. We reasonably believe that you are or are likely to experience an adverse change or deterioration in your financial standing, including but not limited to you are being the subject of insolvency proceedings, or where we reasonably believe that insolvency proceedings are likely to be initiated against you;

4. There are changes to your business activities or practices which we reasonably believe will expose us to higher financial risk;

5. You fail to maintain a direct debit mandate in our favor;

6. You fail to provide any information reasonably requested by us;

7. You do not provide any security document to us as requested under clause 20 or where security is terminated or otherwise not honored;

8. You (or your employees or agents) are suspected of or reported for fraud or any other criminal activity;

9. You exceed or are likely to exceed the Excessive Chargeback threshold;

10. The value of Refunds, Levies or Chargebacks exceeds the value of Payment Transactions;

11. Any sanction is imposed upon us due to your actions or omissions or on you by the Card Schemes or a regulatory authority; and

12. In the event 3D secure authentication is disabled at any time other than as a result of gross negligence or willful misconduct by us.

9.7. Our rights and actions pursuant to clauses 4.4, 9.5 and 9.6 shall be legally binding on you and continue until we are satisfied that all sums due and payable by you under this T&C have been fully paid.

9.8. We may retain any amounts held by us in accordance with clause 9.6 for a period of up to five hundred forty (540) days following the date of delivery of goods or performance of Services that are the subject of Payment Transactions or following the date of termination of this T&C or until the Chargeback and/ or Refund window has ended in accordance with the Card Scheme Rules, whichever is earlier, following which any remaining funds will be transferred to the Bank Account.

9.9. We reserve the right to set off any outstanding amounts owed by you to us, both before and after demand and whether such liabilities are actual or contingent, against any settlement of Sale Proceeds due under this T&C to you or any of your Affiliates and/or any amounts held as a collateral. We shall notify you as soon as practically possible to do so upon exercising our rights under this clause 9.9.

10. THIRD PARTY SETTLEMENT AND ASSIGNMENT OF SALE PROCEEDS

10.1 For settlement of the Sale Proceeds to a third party bank account including a bank account of your Affiliate entity, shall be subject to our discretion to process such request and where applicable may require submission of any documents and/or information that we may reasonably require from you. We shall not be liable for settlements made to such third party bank account or your Affiliate bank account including but not limited to any hypothecation of Sale Proceeds by such third party account holder/ beneficiary.

10.2 Where you have procured any financial solutions including a Credit/Financing Facility or any cash advance from a Lender/Financier that is secured against your future Sale Proceeds receivables then we may upon your written request, at our sole and absolute discretion, at your expense, mark a lien on all or a part of the Sale Proceeds in favor of the Lender/ Financier.

10.3 If you take an advance from the Financier against your future Sale Proceeds receivables, we shall after a lien is marked on your Sale Proceeds in favor of the Financier and till such time that the Financier has provided you or us in writing that the lien be released:

(i) Deposit the Sales Proceeds to your Bank Account that is mentioned in your notice sent in accordance with clause 10.3 above; and/or

(ii) Deposit all or a proportion of the Sale Proceeds to your designated bank account with the Financier or to the account of your Financier’s choice; and

(iii) That such payment to your Bank Account or your designated account with the Financier or to the account of your Financier’s choice (as the case may be) shall be full and final settlement of our obligation to transfer the Sale Proceeds to you under this T&C.

10.5 You agree that marking of such lien as requested by you in writing, and transfer of Sales Proceeds to a third party bank account, Affiliate bank account, your or your designated bank account with the Lender/Financier shall be without prejudice to our rights under this T&C including right to withhold, retain, deduct and/or apply the Sale Proceeds in accordance clause 9 and other applicable provisions of this T&C without our undertaking of any liability or obligation towards the Lender/Financier or any third party in this regard.

11 CHARGEBACKS AND REFUNDS

11.1 A Chargeback may arise for any reason described in the Card Scheme Rules (as updated from time to time) and may include the following:

(i) a Payment Transaction recorded is illegal;

(ii) an authorization for a Card Transaction is not obtained in accordance with the Agreement;

(iii) payment Transaction data is issued or presented in violation of the procedures set out in the Agreement;

(iv) the particulars inserted in the POS Record or Manual Sale Draft are not identical with the particulars inserted in the copy given to the Cardholder;

(v) the Card relating to Payment Transaction is not valid;

(vi) the Payment Transaction is not authorized by the Issuer or by the Card Schemes;

(vii) the POS Record or Manual Sale Draft is incomplete or illegible;

(viii) you fail to produce to us within 7 days of our request information including, for example, the evidence of the Cardholder approval to process the Payment Transaction and /or copy of the signed POS Record and other supporting documents related to the Payment Transaction;

(ix) the signature on the POS Record or Manual Sale Drafts in not reasonably similar to the signature on the Card or is a forged signature;

(x) payment Transaction is processed via multiple fraudulent Authorizations;

(xi) You have processed a fictitious, suspicious, or counterfeit Payment Transaction or otherwise defrauded or attempted to defraud us or the Cardholder;

(xii) The  Chargeback period is open as per Card Schemes Rules for fraudulent or chargeback Payment Transactions;

(xiii) the sales transaction is not a valid sales Transaction;

(xiv) The  Payment Transaction relates to goods, services not rendered in respect of which the Cardholder disputes liability for any reason and/or the Cardholder makes a claim for setoff, or a counterclaim; 

(xv) A Payment Transaction has been conducted on a compromised card used through online transaction “MOTO” without cardholder authorization. In such cases, we shall not be under any obligation to investigate or challenge the validity of a Chargeback;

(xvi) cardholder has initiated a Chargeback with its Issuer or the Card Scheme;

(xvii) the amount of the Transaction was a Pre Authorized Recurring Transaction or involved a Card but the Transaction was not authorized; or

(xviii) The Transaction is a Card Not Present Transaction or involves cashback and is disputed by the Cardholder and/or the Issuer.

11.2 Where you wish to dispute a Chargeback, you shall prove to our satisfaction that the Payment Transaction was authorized by the Cardholder in accordance with this T&C and promptly provide us with any additional credible evidence that we or the Card Schemes may require. We shall not be under any obligation to investigate or challenge the validity of a Chargeback.

11.3 You agree that we shall be entitled to recover Chargebacks and/or Refunds that are raised in relation to Payment Transactions acquired during the Term of this T&C even after termination of this T&C for any reason.

11.4 Where your Chargeback levels exceed the Excessive Chargeback threshold, in any month from you, we may impose additional conditions on you to assist you to reduce the level of Chargebacks, alternatively we may suspend your right to accept Payment Transactions and/or the Services in accordance with provisions of this T&C.

11.5 You shall disclose to Cardholders at the time a Payment Transaction is processed a fair policy for the return of goods or cancellation of services including any restrictions. The terms and conditions of the purchase shall be displayed on the same screen view as the checkout screen that presents the total purchase amount, or within the sequence of website pages the cardholder accesses during the checkout process and should not be in a separate hyper link.

11.6 To evidence a Refund, you shall issue a Refund receipt and provide the Cardholder with a copy.

11.7 The value of a Refund shall not exceed the amount of the original Payment Transaction and you may only process a Refund to the same Card which was used for the original Payment Transaction.

11.8 You will be liable for the Spot exchange rate difference incurred in a Chargeback or a refund Transaction made in error by you.

11.9 The amount of each Chargeback and / or Refund represents a debit immediately due and payable to irrespective of whether a demand for this same is made

and we may debit the Bank Account the   amounts due or withhold Sales Proceeds to cover the value of Chargebacks, Refunds and Fees associated with their processing.

11.10 We may at our sole discretion, decide not to process a Refund unless amount to be so refunded has been deposited by you into the Bank Account for refund to the Cardholder. We may at our sole discretion, refuse to accept any Refund and in such circumstances we will, where possible, inform you of the reasons for refusal.

12. MERCHANT INDUSTRY SPECIFIC TERMS

12.1 Based on your industry type including car rental, hotel accommodation, additional terms and conditions may apply as set forth below.

12.1.1 Car Rental

If you are engaging in vehicle or car rental services, you shall:

(i) retain for five (5) years each of the signed vehicle lease agreement, the POS Record and the related traffic fines issued during the services;

(ii) not, unless agreed by the Cardholder, include charges representing vehicle insurance deductible or premium, sum to cover potential damages when insurance coverage is waived at the time of renting the vehicle, traffic fines, maintenance cost, fuel compensation or other similar charges;

(iii) provide us with copy of your insurance policy, if the Cardholder pays an insurance deductible for damage.

12.1.2 Hospitality Sector

(i) If you are in the hospitality sector, providing hotel or accommodation services, you shall:

(1) retain for five (5) years each of the guest registration forms signed by the Cardholder, the POS Record and all related documents issued during the services;

(2) in event where Cardholder does not check in, to initiate a Payment Transaction as agreed with the Cardholder at the time of the booking, not charge for loss, damages or theft which is inconsistent with other charges such as room cost, food or beverage charges or tax duties.

(ii) If you are engaging in restaurant or catering services, you shall not alter the amount of tip approved by the Cardholder as recorded on the Transaction Receipt.

12.1.3 Marketplace

The below terms and conditions are applicable to you in the event you are classified as a Marketplace on the basis of your trade license issued by a regulatory authority and/or under the Card Scheme Rules. You agree that:

(i) you shall comply with all requirements of Card Scheme relating to a Marketplace including those notified in writing by us from time to time.

(ii) you shall ensure that you and your retailers or sub merchants at all times,  comply with the card scheme rules, as amended from time to time.

(iii) you shall enter into a contract with each retailer or sub merchant before you submit Payment Transactions on retailer’s or sub merchant’s behalf.

(iv) we shall have the right to prohibit individual retailer or sub merchant from participating in the Card Scheme and to immediately stop depositing Transactions for any individual retailer or sub merchant for a good cause (reasonably determined at our discretion) or upon Card Scheme request. You shall forthwith comply with any instructions received from us in this regard.

(v) You hereby unconditionally and irrevocably, undertake, represent and warrant that you:

(1) are permitted to process Payment Transactions for retailers or sub merchant located in a different country to the Marketplace, and shall ensure that Payment Transactions are legal in the country of the Marketplace and of the retailer or sub merchant;

(2) shall be liable for all acts, omissions, Cardholder disputes, and other Cardholder customer service related issues caused by your retailers or sub merchants;

(3) shall be responsible and financially liable for each Payment Transaction processed on behalf of a retailer or sub merchant;

(4) shall not transfer or attempt to transfer, or permit the retailer to transfer or attempt to transfer, your financial liability by asking or requiring Cardholders to waive their dispute rights;

(5) shall submit Payment Transactions only on behalf of retailers or sub merchants of goods and services that use your website or application; and

(6) shall not knowingly contract with a retailer whose contract to accept Transactions was terminated at our direction, Card Scheme or a government agency.

(7) undertake to be solely liable for settlement of funds or Sale Proceeds to your retailers or sub merchants in compliance with the Card Scheme Rules and Applicable Laws.

(8) hereby unconditionally and irrevocably undertakes to indemnify us harmless against all actual Losses, acts, omissions, and other adverse conditions caused by you and/or your retailers or sub merchants including but not limited to:

(a) related legal costs;

(b) settlement of funds to the retailers or sub merchants

(vi) any act and/or omission of a retailer or sub merchant will be treated as those of you, and you shall be fully liable for any actual “claims, Losses, damages, Levies” to us, Card Scheme, or other stakeholders caused by you and/or your retailers or sub merchants.

(vii) you shall upon request within ninety (90) days of notification from us and each quarter thereafter, report to us the following:

(1) your total Payment Transaction value; and

(2) total Payment Transaction value generated by retailers or sub merchants in the same country as you.

(viii) in addition, you shall recertify annually that information provided to us to obtain Card Scheme approvals remains materially unchanged and immediately inform us in writing if there is a material change in the information provided to obtain approval from Card Scheme to treat you as a Marketplace. You shall be solely liable if the approval is withdrawn by the Card Scheme for failure to comply with the aforementioned requirements.

12.1.4 Digital Wallet Operator

(i) As a Digital Wallet Operator, you warrant and agree to comply with all the requirements, terms and conditions applicable to a Digital Wallet Operator that are stipulated by the Card Scheme Rules, the Applicable Law and/or as may be notified to you via email by us from time to time.

(ii) If you are classified as a Marketplace in accordance with your trade license issued by a regulatory authority and/or under Card Scheme Rules, you agree to comply with provisions of the Card Scheme and the additional terms and conditions stipulated under “Merchant Industry Specific Terms” section of this T&C.

(iii) Where you are involved in dispatching of goods in Online Transactions or MO/TO transactions, you are responsible for verifying the Cardholder’s address and ensuring the goods are dispatched to this address. We cannot provide name and address verification as part of the Authorization process. In relation to the dispatch of goods, you undertake not to raise a Transaction Record prior to the goods being dispatched. You shall advise the Cardholder of the time it will take to dispatch the goods and if, for any reason, you do not have the goods available for dispatch to the Cardholder within such Advised time period, then the Cardholder shall be notified of that fact and the order reconfirmed by the Cardholder.

13. EQUIPMENT

13.1 We agree to grant you a non-proprietary, nontransferable limited period license valid during the Term of these T&C to use the Equipment and the software loaded on the Equipment for the sole purpose of availing the Services.

13.2 You agree that the title to the Equipment, software programs, manuals and/or other materials provided by us shall remain our exclusive property and/or of our licensors at all times. You covenant and undertakes not to sell, lease, charge, pledge or otherwise dispose or encumber the Equipment, software programs, manuals and/or other materials provided by us to any third party. In the event the Equipment has been sold by us to you, the ownership of the Equipment (excluding ownership of any software, APIs or any other intellectual property rights) shall be transferred to you after we are in receipt of full payment from you.

13.3 The Equipment shall be installed at such points in your premises as described in the Application or as otherwise agreed between you and us.

13.4 You acknowledge that the Equipment will be exclusively maintained and serviced by us or our duly authorized agents. We shall have unrestricted access to the Equipment during normal working hours for the purpose of maintenance, replacement, or any other services.

13.5 You shall not move, alter, adjust or in any manner tamper with the Equipment. The Equipment shall at all times be operated solely by the authorized Representatives and in compliance with the user manual provided by us or such other manual or guidelines that may be provided by us to this respect from time to time.

13.6 You shall keep the Equipment in good condition and shall be responsible for any damage to the Equipment other than the normal use wear and tear.

13.7 You shall maintain and pay for all power and telecommunication connections necessary to operate the Equipment. You shall not use or permit to be used the SIM card from any GPRS Equipment for any purpose other than the transmission and receipt of data in connection with the Services. If you are in breach of this clause, you shall be liable for all additional voice call and or data transmission charges incurred plus an administration charge to cover all costs incurred by us in recovering those additional charges from you.

13.8 You shall ensure your Representatives are trained and following any guidance provided by us to you from time to time to enable them to operate the Equipment correctly. You shall also ensure there are appropriate procedures and controls in place to ensure:

(i) the identity of any individual claiming to be our appointed repair or maintenance personnel are properly verified before allowing access to the Equipment; and

(ii) your employees are regularly trained to be made aware of suspicious behavior in and around Equipment and to report suspicious behavior and any indication of device tampering to appropriate personnel within your management team, and to us.

13.9 You shall be liable for fraudulent Payment Transactions that are processed which could have been prevented if you had been compliant with Chip and Pin and/or any other requirements set forth in this T&C.

13.10 You shall use the Equipment to process every Payment Transaction and shall request every Cardholder to insert the Card through the Equipment. No Chip and PIN Payment Transaction shall be processed by you without the Cardholder being physically present.

13.11 If one or more of the Equipment sustain an error or malfunction, you shall immediately notify us using our contact details provided in the Welcome Letter or our website www.sib.ae/sibpay , and we will, upon such notification, arrange for the necessary repair or replacement provided that such error or malfunction was not caused by misuse, abuse or your negligence and/or your Representatives. Where the error or malfunction was caused by misuse, abuse or your negligence and/or your Representatives, the repair and/or replacement will be carried out by us at your sole cost and expense.

13.12 You shall return all Equipment to us within ten (10) Business Days following the date of termination of the Agreement and forthwith pay any outstanding rental payments due to us. In case you fail to return the Equipment within the said ten Business Day period, we shall be entitled to recover the replacement value of the Equipment from you by debit from the Bank Account or adjustment against the collateral and/or any Sale Proceeds.

13.13 If the Equipment does not function correctly,  you  will  follow  the  user manual or other back up procedures specified by us to you from time to time.

13.14 You agree that we shall have no liability to you, the Representatives, the Cardholders or to any other person for any costs, losses, expenses, claims, damages whether caused directly or indirectly by the Equipment or by any system malfunction, failure in connection or communication links or error in the design or manufacture of any Equipment, and in the event of an error and design of the Equipment, and all warranties, if any, with regard to the Equipment shall be as provided by the respective manufacturers of the said Equipment. Our obligation shall be limited to replacement of the Equipment at our own cost and expense. You agree to indemnify us for any actual losses, expenses, or damages (excluding opportunity costs and losses) that we may suffer as a result of any direct or indirect claim, legal proceeding, order or judgment made against us in connection to any failure or malfunction by any system, software or Equipment used by you in relation to Services.

14. USE OF THIRD PARTIES BY YOU

14.1 Where you use a third party service provider to support you in proper receipt of our Services, you shall:

(i) Provide us with full information about such service provider.

(ii) immediately notify us if the service provider will have any access to and/or use of the Services; 

(iii) be responsible for the fee and other liabilities that may arise due to or towards the third party service provider and their acts or omissions, and compliance of the card scheme rules and the applicable Laws; 

(iv) validate the service providers are certified and are compliant with the PCI DSS or a similarly established data security standard to our satisfaction;

15. INTELLECTUAL PROPERTY AND USE OF MARKS

15.1 You acknowledge that you are familiar with the names, logos, symbols and trademarks (collectively, the “Marks”) as published by us and or the Card Issuer and agrees to display Card Schemes names and service marks of the Card types accepted by you at or near the POS terminals, mobile applications, and/or websites (as applicable). Your use of the Marks must comply with the Card Scheme Rules and/or our policies including those communicated by us from time to time. You agree to prominently display standard decals, signs, service marks and other promotional materials as required by us and or the Card Scheme.

15.2 You shall ensure that any display or use of Card Scheme’s name, brand or logo shall be limited for the purpose of this T&C to the extent permissible in accordance the guidelines and extent of use stated under the Card Scheme Rules and as may be communicated by us from time to time. For avoidance of doubt, any limited use of Card Scheme’s name, brand or logo by you under this T&C shall not constitute grant of any license or rights of any nature whatsoever to you.

15.3 You shall ensure that any display and/or use of our name, brand or logo shall not be without prior our written consent (including any press releases or public announcements)  and upon receiving such consent from us, the use of our name, brand or logo by the You shall be limited for the purpose of this T&C and to the extent permissible in accordance with our guidelines and extent of use that is communicated by us from time to time. For avoidance of doubt, any limited use of our name, brand or logo by you under this T&C shall not constitute grant of any license or rights of any nature whatsoever to you.

15.4 You warrant that you shall not infringe upon our mark or logo and/or those of the Card Schemes, nor otherwise use the mark or logo of Cards in such a manner as to create the impression that your goods or services are sponsored, produced, affiliated with, offered, or sold by us and /or any of the Card Schemes.

15.5 You acknowledge that all right, title and interest in and to all patents, copyrights, trade secret, trademark and other Intellectual Property Rights of SIB and/or its licensors of the technology and software used in the Products and Services rendered to you, and at all times will remain, the sole and exclusive property of SIB and/or its third party licensors. Nothing contained in this T&C may directly or indirectly be construed to assign or grant to you or any third party any license, right, title or interest in or to the technology or software in the Products and Services except as necessary to use the Products and Services or as otherwise expressly provided in this T&C. Subject to the receipt of Fees in full, we hereby grant a limited, nonexclusive, non transferable, royalty free, license to you for the limited purpose to use our Intellectual Property Rights for your internal business purposes only. The rights granted hereunder shall not be sublicensed or assignable to any third party without our prior written consent.

15.6 You must ensure that you do not: 

Reverse engineer, decompile or disassemble the Intellectual Property Rights without our prior written consent;

separate or alter any of our Intellectual Property Rights;

copy or otherwise reproduce or to use, distribute, lease, rent, Credit/Financing Facility, sell, mortgage, grant a sub license of, transfer or reproduce the Intellectual Property Rights or any related documentation we may provide (for the avoidance of doubt, unless otherwise expressly stated to the contrary in this T&C, we are under no obligation to provide any documentation);

harmfully use, cause or permit harmful use of the Intellectual Property Rights or use the Intellectual Property Rights in a way that creates an unreasonable or unwarranted interference with our Services

15.7 You hereby authorize and grant us the right to use your Intellectual Property for the limited purpose set forth in this T&C including inclusion of your company name and logo in our reports, announcements and/or publications.

16 DATA PROTECTION AND CONFIDENTIALITY

16.1 You agree to comply with the applicable Data Protection Laws and Privacy Notice. You are solely responsible for the lawful collection, storage, transmission, and use of the Data.

16.2 In relation to this T&C, you, acting as a Data Controller, shall only give lawful instructions to us (in our capacity as your Data Processor) and you will ensure you obtain consents from the Data Subjects and inform them about their rights under the applicable Data Protection Laws and how to exercise them. Where you are a Consumer, we will be acting as a Data Controller.

16.3 You agree that we or any third party authorized by us (including Card Schemes, the Central Bank of UAE and/or any other regulatory entity) may collect, use, access, store, reproduce, transfer (in electronic or other form), modify, aggregate with other information, analyze, license and/or otherwise process information and data including Transaction data and/or Personal Data and, may disclose or transfer such data including Transaction data and/or Personal Data of you or your personnel or your clients to our Affiliates and/or third parties, whether inside or outside the Territory, for the following purposes:

(i) to comply and permitted under the Card Scheme Rules, Card Scheme programs, Privacy Notice and/or Applicable Law;

(ii) to offer, enable and provide our existing and new Products and Services to you;

(iii) where required, to detect or monitor any illegal Transaction and/or activity including fraud, anti money laundering or terrorism financing;

(iv) to monitor performance, analyze and/or develop our business operations, Products and Services;

(v) to contact you, by any secured means of communication, for any of the purposes mentioned in this T&C and/or include you in corporate, marketing and similar reports or publications that may be made available to third parties;

(vi) where required, to a third party that has referred you to us and/or we have referred you to them and/or is engaged by you for any third party products and services;

(vii) where required, for us to obtain advice from professional advisors who are under duty of confidentiality to us;

(viii) (to an actual or potential investor(s), financer, sale, merger, assignee or transferee who are under duty of confidentiality to us, and/or stock exchanges where we are listed (if applicable); and

(ix) where required, to conduct identity or credit checks on you or your principals and where we are required or permitted to do so by the Applicable Laws or the Card Scheme Rules including MATCH and VMAS listing.

16.4 In case you decide to withdraw your consent in clause, we may decide to terminate this T&C in accordance with clause  or we may decide to continue taking action as set forth in clause to carry out our legal obligations or when it is necessary to protect the interest of the Data Subject or for the performance of the contract between you and the Data Subject or for defense of our legal claims.

16.5 Both of us shall implement appropriate

technical and organizational measures to ensure, and to be able to demonstrate, that the processing of data including Personal Data is performed in accordance with Data Protection Laws and PCI DSS, including but not limited to, taking reasonable steps to ensure that the Data is accurate, complete and current; adequate, relevant and limited to what is necessary in relation to this T&C, as appropriate complying with the principles of data protection, implement measures to safeguard rights of Data Subjects, train staff to understand their responsibilities under the Data Protection Laws.

16.6 You shall immediately inform us of any Data breach but in any case within 24 hours of the occurrence of such an incident and shall cooperate with us in complying with our any reasonable requests. You shall take steps to resolve the cause of the security breach and act upon any reasonable instructions by us (which may include the procurement at your cost and within timescales prescribed by us of a forensic report recommended by us or the Card Scheme and comply with all recommendations in any such report to improve your data security environment).

16.7 Notwithstanding anything to the contrary contained in this T&C, you agree that we shall own all right, title and interest (including any Intellectual Property rights) in any Anonymized Data, reports or analysis generated under this T&C whether by use of the Data, and irrespective obtained or generated prior to, during, or after the term of the Agreement. and that we may at our discretion, use, access, store, reproduce, transfer, publish, distribute, modify, aggregate with other information, other customer data, analyze, transmit, sell, license, distribute and disclose the Anonymized Data to provide Products, improve the Services,develop, and provide, any new services to our existing or new clients.

16.8 Subject to 16.9 below, you agree to keep in strict confidence and not to disclose to any person or entity any information in relation to the Agreement, the Cards, any Payment Transaction and to use such information solely for the purpose of initiating legitimate Payment Transactions.

16.9 Subject to the provisions of this T&C, we and you shall keep in strict confidence all technical and business information including but not limited to the information which may be disclosed or confided to it by the other party or which it may obtain from the other party during the course of performance of the Agreement, and shall not disclose the same to any third party unless if so required by a court order, government or competent authority.

17 PCI DSS COMPLIANCE

17.1 You shall at all times comply with the requirement of (a) PCI DSS as published by the PCI Security Standards Council at www.pcisecuritystandards.org including signing of any requisite forms such as SAQD form; (b) Visa Payment System Risk program); and (c) the MasterCard Site Data Protection Program as amended or updated from time to time or any other Card Scheme Rules.

17.2 You shall ensure not to retain or store magnetic stripe or CVV/CVV2/CVC2/iCVV/PVV data after obtaining an Authorization for any purpose. If you store Card data or any personal information relating to a Cardholder you shall do so in accordance

with  the  Applicable  Law  and  in accordance with the applicable data security statndards,

17.3 You shall ensure that whenever you are using a Wifi connection it is secure, and you shall be responsible for any issue arising from such Wifi connection including use or misuse or nonsecure Wifi connection.

18. AUDIT

18.1 You agree to provide us or our authorized agents (and/or the Card Schemes or their authorized agents) or applicable regulator to perform an onsite audit of your business, which in our reasonable view is relevant to the fulfillment of your obligations under this T&C and/or in the event of any data breach. As part of any of your audit shall:

(i) give access to your business locations in order to examine records facilities, systems, data and stock of your business which we and / or the Card Scheme(s) reasonably believe(s) required in relation to this T&C and for which the Services have been obtained;

(ii) provide copies of relevant records;

(iii) provide any reasonable assistance requested by us or our authorized agents (and/or the Card Schemes or their authorized agents); and

(iv) obtain and submit a copy of an audit report (at your sole expense) from a third party certified by Card Scheme(s) of the physical, operational, financial and information security aspects of your business if reasonably requested by us or the Card Schemes.

18.2 During the course of any forensic investigation, you shall fully cooperate with the investigation until completed.

19. REPRESENTATIONS AND WARRANTIES

19.1 Each party represents to the other party that throughout the Term of the Agreement:

(i) it is duly organized and validly existing under the Applicable Law in their country of incorporation with power to enter into the Agreement and to exercise their rights and perform their obligations hereunder and all legal actions required to authorize the execution of the Agreement and the performance of its obligations hereunder have been duly taken;

(ii) the execution and delivery of, the performance of their obligation under, and compliance with the provisions of, the Agreement will not (a) contravene any existing Applicable Law, to which it is subject, (b) conflict with, or result in any breach of any terms of, or constitute a default under, any agreement or other instrument to which it is party or is subject or by which it or any of their property is bound or (c) contravene or conflict with any provision of their constitution documents (where relevant);

(iii) it has not taken any corporate action and no legal proceedings or other steps have been started or threatened against it for their winding up, dissolution, administration or reorganization or for the appointment of a receiver, administrator, trustee or similar officer of it or of any all of their assets or revenues; and

(iv) it is and will at all times remain duly

authorized  or  otherwise permitted under any relevant Applicable Laws to perform or receive all the Services hereunder and it has obtained and will maintain in force all requisite government and other regulatory consents, exemptions, licenses and approval related thereto.

19.2 We warrant that:

(i) we will use reasonable skill and care while delivering the Services

(ii) we shall process Data in accordance with the terms of this T&C;

(iii) we will implement appropriate technical and organizational measures to ensure, and to be able to demonstrate, that the processing of data including Personal Data is performed in accordance with the terms of this T&C;

(iv) we shall retain the Data at least in accordance with the Applicable Law or our applicable policies, whichever is longer; and

(v) we shall inform you of any data breach, including Personal Data breach as soon reasonably possible on the occurrence of such an incident and shall take commercially reasonable steps to cooperate with you in complying with the Applicable Law.

19.3 No implied warranties. Except as expressly set forth herein, we make no representations or warranties, express or implied, as to any Products or Services. All implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose and non infringement, are hereby disclaimed. We further disclaim any liability for loss, damage or injury to you or third parties as a result of any defect, latent or otherwise, in the Products, Equipment

And/or Services whether  arising from the application of the laws of strict liability or otherwise. We do not warrant that Services will be uninterrupted or error free.

19.4 No Warranties for Third Party Services. We make no representations or warranties, express or implied, as to any third party products, solutions and/or services that we enable or provide to you, including but not limited to fraud protection, 3D Secure, DCC, loyalty or discount programs and/or any other ancillary services enabled or provided by us in the future.

19.5 You represent and warrant that:

(i) You comply with:

(a) all Applicable Laws;

(b) applicable local and international Data Protection Laws, Sanctions, Anti Corruption Laws and Anti Money Laundering (AML) laws and regulations and will maintain appropriate policies and will notify to us if there is any violations or suspected violation; and

(c) Card Schemes Rules, PCI DSS and business risk assessment & mitigation requirements (BRAM).

(ii) the information provided to us in connection with this T&C (including the Application) is true accurate and complete as of the date it was given and properly reflects the nature of your licensed business, principal owners and or your officers and that any changes to such information have been or will be promptly notified to us.

(iii) the authorized signatory signing the Agreement on your behalf has the legal power to execute the Agreement and legally bind you to all provisions of this T&C.

(iv) you are not aware of any material facts or circumstances that have not been disclosed to us and which might, if disclosed, adversely affect the decision of a person considering whether or not to provide the Services pursuant to the terms of the Agreement; and

(v) you are obtaining Services under this T&C for legitimate business purposes and only to facilitate lawful Payment Transactions between you and Cardholders.

(vi) the Bank Account into which debits and credits are made is only being used for lawful business purposes.

(vii) as of the Effective Date no security breach in respect of any data processed by you or on your behalf has previously occurred.

(viii) at any time throughout the Term (even before services are provided) You agree to provide any information as may be required by us for underwriting purposes including (a) audited financial statements, (b) balance sheet and profit and loss statement for any fiscal year, (c) any information required by us to comply with your obligations under Applicable Law or by order of any competent authority, and (d) any information to identify you and your beneficial owners for anti money laundering purposes.

(ix) Throughout the Term, you shall keep your knowyourcustomer (KYC) details, trade license information, shareholders’ information (including ultimate beneficial owner), updated with us, failing which we shall have a right to withhold settlements into your Bank Account.

(x) You shall notify us of any sale, restructuring, acquisition, merger or any other material change in nature or size of your business, or the nature of your business activities.

(xi) except as expressly authorized by us in writing, neither you nor any Representative shall have any power to:

(a) bind, make any commitment, or give any instructions on our behalf;

(b) borrow on behalf of us or in any way pledge the Equipment;

(c) settle any claims, demands or actions against us; or

(d) Contract on our behalf.

(xii) To use only PCIcertified Qualified Integrator and Reseller (QIR) professionals from companies that are included on the PCI SSC’s QIR Companies.

(xiii) not to use the Licensed Materials for unlawful or prohibited purposes or at any site located in any country designated by the United States(US) as a country with which it is prohibited to do business including, without limitation, any country on the Office of Foreign Assets Control of the US Department of Treasury Lis“ ("OFAC List”) or any other country; or export, resell or otherwise transfer the Licensed Materials to any countries, entities or individuals designated by (a) the US as a country, entity or individual with which it is prohibited to do business including, without limitation, any country, entity or individual on the OFAC List or any entities or individuals which are owned or controlled by any countries, entities or individuals on the OFAC List, as amended from time to time; (b) any

other  country  which  has  imposed

sanctions against such countries, entities or individuals.

(xiv) You will be responsible for confirming that any of your customers, vendors, or agents are not designated as such an entity or individual (and is not owned or controlled by a prohibited country, entity or individual) and such you will not be doing business in any prohibited country and must ensure that any agreement with such client terminates immediately in the event such you become resident or commences to do business in any prohibited country or is listed on or becomes owned or controlled by a prohibited country, entity or individual.

20. COLLATERAL

20.1 We may from time to time require you to provide security by way of a collateral deposit or a bank guarantee with a bank licensed by the UAE Central Bank in a form and over such assets as we reasonably require to secure your performance of obligations under this T&C. All costs associated with procuring, entering and maintaining the security arrangements shall be incurred at your sole expense. The collateral shall be released to you after expiry or earlier termination of the Agreement i.e., upon completion of the applicable Chargeback period of either 180 days or 540 days, as the case may be.

20.2 The security maybe increased by us where we reasonably require, from time to time based on the risk assessment done by us on you.

21. TERM AND TERMINATION

21.1 If you are not a Consumer, you agree that this T&C shall be valid and legally binding on you and us for a period of thirtysix (36) months commencing from the Effective Date (the “Initial Term”), unless is terminated earlier by either Party in accordance with clause 21 of this T&C. Upon expiry of the Initial Term, the Agreement shall automatically renew for a further period of thirtysix (36) months each (the “Renewal Term (s)”) unless you send a notice of nonrenewal in writing to us no later than three (3) months before expiry of the Initial Term or the applicable Renewal Term.

21.1.1 If you are a Consumer, this T&C shall come into force on the Effective Date and, unless the Agreement and/or any Service is otherwise terminated earlier in accordance with any provision of this T&C, this T&C and the Services shall continue thereafter until either of us gives the other a prior written notice of termination as set forth in clause 21.2 and 21.3

21.2 Suspension or Termination by us

(i) In the event Payment Transactions are not submitted for processing from the Effective Date and your account remains inactive for a period of six (6) months, we reserve the right to suspend the Services and charge the applicable Fees.

(ii) Without prejudice to other rights set out in this T&C, Card Scheme Rules or Applicable Law, we shall have the right to terminate the Agreement or any Services therein, in whole or in part, without the requirement of a court order:

(a) for convenience by giving sixty (60) days written notice to you;

(b) with immediate effect, if you are in

material  breach  of  the  Agreement provided we first provide you with at least thirty (30) days written notice of the alleged breach requiring it to be remedied, and such breach remains un remedied within such notice period of thirty (30) days;

(c) with immediate effect, if any event or circumstance becomes known to us , which in our reasonable opinion is a suspected fraud, or is considered an act of deception, dishonesty, fraud, willful misrepresentation or that would result in losses or damages or reputational risk or any other criminal activity, breach of Applicable Laws or regulatory requirements, whether within or outside of the Territory;

(d) with immediate effect, if you enter into any act of bankruptcy or compromise with your creditors or a petition or receiving order in bankruptcy is presented or made against you or a petition for an administration order is presented in relation to you or a resolution or petition to wind up such party is passed or presented (otherwise than for reconstruction or amalgamation) or a receiver or administrative receiver is appointed;

(e) with immediate effect, if you fail to comply with PCI DSS and other applicable data security standards; or

(f) with immediate effect, if we are required to do so by any Card Scheme or a regulator;

(g) with immediate effect, if the number of Chargebacks in relation to your business in our reasonable opinion, are excessively high; or

(h) pursuant to any event of Force Majeure as described in clause 25.3 of this T&C; or

(i) If your account continues to be inactive for a period of twelve (12) months, the Agreement shall automatically terminate without the requirement to obtain a court order or any further notification from us and a Termination Fee set forth in clause 21.3(iii) may be charged by us at our discretion.

21.3 Termination by you

(i) You shall have the right to terminate the Agreement, without the requirement of obtaining a court order, if we are in material breach of the Agreement provided you first provide us with at least thirty (30) days written notice of the alleged breach requiring it to be remedied, and such breach remains un remedied within such notice period of thirty (30) days following receipt of such notice by us.

(iii) Termination Fee

In the event the you (a) appoint a third party service provider(s) to provide the same or similar Services as being provided by us under this T&C or any other document duly signed by the Parties; or (b) are not a Consumer and you terminate the Agreement prior to expiry of the Term for any reason excluding 21.3 (i), you shall pay us and/or you authorize us to debit and recover from your Bank Account the termination fee equal to Fees for the balance period of the Term, calculated on the basis of monthly Fees received or

is receivable by us from you for a period of 12 months immediately preceding the date of the Trigger Event or a fixed termination fee of AED 25,000, whichever is greater (the “Termination Fee”). The Termination Fee shall not be applicable in the following events:

(a) the Agreement is terminated by us for convenience; or

(b) the Agreement is terminated by you due to material breach of the Agreement by us in accordance with clause 21.3 (i) above.

22. INDEMNITY

22.1 You shall at all times indemnify us and shall keep us and our respective directors, officers, employees, agents and Affiliates indemnified against all actual losses, claims, damages, costs, expenses and liabilities (excluding opportunity costs and losses) arising out of or in connection with:

(i) any Losses, Refund or Reversals;

(ii) the Payment Transactions including any secured, unsecured Transactions, MO/TO, Mobile Wallet Transactions such as Apple Pay, Samsung Pay;

(iii) the use, misuse or malfunction of any of the Equipment in relation to any issue arising out of the Equipment in your possession or in connection with maintenance or modification made to your Equipment, or tampering, hacking, modifying or otherwise corrupting the security of functionality of Equipment or due to inadequate security measures or;

(iv) marking of lien on Sale Proceeds or settlement of Sale Proceeds to a third party bank account including your Affiliate bank account;

(v) any failure by you to observe or abide by your obligations under the Agreement including breach of any Intellectual Property Rights;

(vi) breach or noncompliance of the Applicable Laws, including the applicable Card Scheme Rules, Data Protection Regulations, and the transfer of any Personal Data to us including our agents, subcontractors, and/or the Affiliates.

(vii) any security breach or loss of Data held by you or any breach of PCI DSS by you or any of your appointed thirdparty vendors, subcontractors, or agents;

(viii) the Levies or any other fee or penalty of any nature levied by a third party against us due to a breach attributable to you, your employees, Affiliates, Cardholder, customers, agents, and/or subcontractors;

(ix) use, misuse or breach of any Services (e.g., any valueadded services) and the applicable terms of use of such Services of thirdparty service providers that may include and as applicable, our Affiliates, agents, subcontractors and/or partners.

23. LIABILITY AND EXCLUSIONS OF LIABILITY

23.1 You agree to communicate with us through medium of emails at your own risk. You are aware that computer viruses can be transmitted via email. You shall ensure that the recipient of electronic messages shall check the message and any attachments for the presence of viruses. We and our affiliates accept no liability for any damage caused by any virus transmitted by an electronic message. Further, the integrity and security of data or information   communicated   over

Internet, including  through  email, cannot be guaranteed to be secure or errorfree as information can be intercepted, corrupted, lost, destroyed, arrive late or contain viruses. We hereby disclaim any liability for the correct and complete transmission of information and data via internet either through e mail or otherwise, or for any delay in its receipt, unless it is due to bank’s gross negligence or misconduct. If verification of the content of any online or email communication is required, you shall request for a printed version of the email from the original sender;

23.2 Notwithstanding anything to the contrary contained in this T&C, but subject to the terms of clauses 23.1 and 23.3, our liability for any action or inaction, or direct Losses arising out of or related to this T&C and / or Services provided pursuant to this T&C, except in case of gross negligence and willful misconduct on part of us or our employees, shall not in aggregate in a calendar year exceed the Fees earned by us from your Payment Transactions during the immediately preceding two (2) calendar months, or the cost of reprocessing the related Transaction, whichever is lower;

23.3 We shall not be liable to you for any indirect, special, incidental, punitive or consequential Losses or damages of any kind including any loss of profits, loss of business, loss of good will, arising from or in connection with this T&C.

23.4 You agree that subject to the terms of this T&C, we shall only be liable for our own acts or omissions and not for the acts or omissions of any third parties, including the Card Schemes, the Payment Gateway Service provider(s) or the Card Issuer banks. Without prejudice to clause 23, we shall not be liable for any events or activities originating outside  our  systems  (such  as

infrastructure    failure,    internet disturbances or malfunctioning in third party systems), except where such events are caused by our wilful misconduct or gross negligence.

23.5 The Parties agree that the provisions of clause 22 (indemnity) and clause 23 (liability and exclusions of liability) respectively, shall survive termination of this T&C.

24. RIGHT TO AMEND

24.1 We may upon giving thirty (30) days’ prior written notice to you, amend the terms of the Agreement. A shorter or longer notice may be given if required by the Applicable Law or Card Schemes to give effect to the change, and/or in accordance with clause 20 (Security Collateral) or clause 21 (Term and Termination). The amendments and / or updated Agreement applicable from time to time or in case of shorter notice requirements stated above, shall be posted at our website or shall be sent through an updated link via an email or at your merchant portal (as applicable).

24.2 Notice of any changes may be given by sending an email to you at your email ID available in our records, or by placing the message on merchant portal, or through other reasonable means including posting it on our website. You confirm that you have high speed internet access and the email id is a valid official email account to receive notices, communications and information relating to this T&C.

24.3 A notice sent by us to your email provided by you, shall be deemed to have received by you upon its delivery at the email on record. You are obliged to inform us in writing of any changes to your  email  address  reasonably  in

advance, and you assume sole liability for your nonreceipt of a notice of a change or amendment to the Agreement in the event that you have failed to inform us of a change in your email address.

24.4 Your continued use of the Services, API, or Data after a change or amendment or removal has taken effect, constitutes your acceptance of the amended Agreement unless you , acting prior to the date of change notified to you , inform us your concern on the amended terms or if you do not wish to be subject to the amended terms of the Agreement, in which case both Parties may amicably agree to resolve and should no resolution is agreed upon between the Parties within 60 days of your first notification to us, you shall have the right to terminate the Agreement by giving thirty (30) days advance written notice to us and the amended terms and conditions shall not be applicable during such notice period.

25. GENERAL

25.1 Miscellaneous

(i) The Agreement shall remain valid and enforceable notwithstanding any change in constitution or ownership, merger or amalgamation of you or us.

(ii) Unless expressly mentioned otherwise, in the event of any conflict or inconsistency in the provisions of these General Terms and Conditions, Application, Schedules attached hereto, and/ or, Welcome Letter, the following order of precedence shall apply:

(a) these General Terms and Conditions;

(b) Application;

(c) Schedules;

(d) Welcome Letter; and

(e) any other document referenced in this T&C.

(iii) No failure or delay or omission of us in exercising or enforcing (whether wholly or in part only) any right, power, privilege or remedy hereunder or no course of dealing with you, shall impair such our right or remedy and shall not be construed as a waiver of such right or remedy.

(iv) The Parties intend for every provision of this T&C to be severable. The invalidity or unenforceability of one or more provisions of this T&C shall not affect the validity or enforceability of the other provisions which shall continue to be valid and enforceable.

(v) The headings contained in these Terms and Conditions are so employed for convenience of reference only and are not intended to define, construe, limit, expand or describe the scope or intent of the Agreement.

(vi) In the event of a conflict between the English and Arabic text, the English text shall supersede.

(vii) Each of us is an independent contractor and shall not be deemed an Affiliate, employee, agent, subcontractor, authorized representative, partner or joint venturer of the other party.

(viii) This T&C together with any documents referred to in it, constitutes the entire agreement between the us relating to the subject matter hereof and supersedes and extinguishes any prior drafts, proposals, agreements, terms and conditions recorded in the purchase order(s) issued by you to us, any undertakings, representations,

warranties, and arrangements of any nature, whether in writing or oral, relating to such subject matter.

25.2 Notices

(i) All notices, notifications, requests, demands, consents, approvals, agreements or other communications (Notices) to or by a party to this T&C shall be in writing (including emails) addressed to the recipient at the address set out below or at such other address as such party may specify from time to time in writing:

(ii) If to you, to your contact and address stated in the Application or to the email address as updated from time to time on your portal or to the email address where we send the Transaction statements from time to time.

(iii) If to SIB pay

To:  

Sharjah Islamic Bank 

PO Box 4

Sharjah UAE

Email: [email protected] 

(iv) Notices shall be deemed to be duly given or made:

(A) when delivered to the recipient at such address;

(b) when sent to the email of a Party;

(c) On receipt by the sender of confirmation of receipt by registered mail service.

(v) If such receipt is later than 1.00 p.m. (UAE time) on a day on which business is generally carried on in the place to which such Notice is sent, it shall be deemed to have been given or made at the commencement of business on the next day in that place.

25.3 Force Majeure

We shall not be liable for any failure or delay in performance or loss suffered by you due to circumstances beyond our control which leads to services provided being wholly or partially unavailable for reasons including a technical failure, connectivity failure with Card Schemes, systems upgrades , industrial dispute, communications , water or power interruption or failure, if government passes or imposes restriction orders within the country or on certain countries, act of God, epidemic, pandemic, or as a result of our obligations under any applicable law or rulings of administrative boards, government authorities.

25.4 Binding Agreement

(i) The Agreement as amended from time to time constitutes a single binding agreement and supersedes all prior representations understandings and agreements (whether written or oral) except for any security instrument entered into in favor of us which shall remain separate from the Agreement. The parties confirm that they have not entered into this T&C based on any representation that is not expressly incorporated into this T&C.

(ii) You and we agree that this T&C is legally binding upon the Parties, our heirs, successors and assigns some of the Services in connection with this T&C may be provided by third parties as and when notified by us to you in writing.

25.5 Assignment

(i) You may not assign or transfer any rights or obligations under this T&C. You may with prior our written consent subcontract the performance obligations under this T&C to an approved third party provided that you remain at all times responsible and liable for the performance and/or nonperformance of any such third party including liability for fraud, Refunds and/or Chargebacks.

(ii) We may transfer this T&C and the rights and/or obligations in whole or in part in relation to this T&C to any of our Affiliates and/ or any third party under notification to you but without obtaining any consent from you, and in particular but without limitation, thereafter any amounts owing by you hereunder will be owed to any such transferee, free from any rights of setoff or other defenses you may have, all of which you waive. You also authorize and agree that We may delegate our duties in whole or in part under these terms and conditions hereunder to any subcontractors (whether based inside or outside of the Territory) without notice to you.

25.6 No Partnership

(i) This T&C shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship, or other relationship between us other than the contractual relationship expressly provided for in this T&C. Neither of us shall have, nor represent that it has, any authority to make any commitments on behalf of the other.

25.7 Severance and invalidity

(i) If any provision of this T&C is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this T&C and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of this T&C.

25.8 Waiver Of Interests And Shariah Compliance

The Parties recognise and agree that the payment ‎of interest is repugnant to Sharia’a principles, and ‎accordingly, the parties hereby irrevocably, ‎unconditionally and expressly waive any ‎entitlement to recover any such interest from each ‎other.‎

26. Governing Law, Dispute Resolution and Jurisdiction

(i) This T&C shall be governed by and construed in accordance with the Federal laws of the United Arab Emirates and those applicable in the Emirate of Sharjah, UAE. Unless they conflict with the Sharia standards issued by the accounting and Auditing Organization for Islamic financial institutions, and the Sharia standards shall apply in case of conflict.

(ii) All disputes related to or arising out of this T&C shall be first settled through conciliation between CEOs of the Parties, and where no mutually acceptable outcome is achieved within thirty (30) days of reference of the matter to the CEOs of the Parties, each of the Parties agrees to irrevocably and unconditionally submit their disputes to the exclusive jurisdiction of the courts of Sharjah, UAE irrespective of whether you are located within or outside of the UAE.

27. Electronic Signatures

The Parties agree that this T&C may be signed and/or transmitted by electronic mail (which may include an original or scanned .pdf document) or electronic signature (e.g., DocuSign or similar electronic or digital signature technology) and thereafter maintained in an electronic form, and that such electronic record shall be valid and effective to bind the Party so signing as a paper copy bearing such Party’s hand written signature. The Parties further consent and agree that the electronic signatures appearing on this T&C shall be treated, for purpose of validity, enforceability and admissibility, the same as handwritten signatures and the Parties warrant that the electronic signatures are valid, enforceable, legally binding on each Party and admissible before the court of law.