These Terms and Conditions (“Terms and Conditions”) are between you (“Merchant” and “Your”) and PayCaps Technology LLC (“PayCaps”, “Our” and “We”) and governs your use of PayCaps’s products and services. These Terms and Conditions shall be applicable in respect of each and every Payment Transaction through PayCaps services. By clicking “I Accept” or “I Agree” on the signup page, or by accessing and using our products and/or services in any way or by entering into a Merchant Agreement, the Merchant agrees to be bound by these Terms and Conditions. You agree and accept that these Terms and Conditions are binding agreement between You and PayCaps for utilising Paycaps’ products and services.

1. DEFINITIONS

1.1. “Acquiring Bank” means Bank acts as an intermediary between merchant and card networks (e.g. Visa, Mastercard, American Express, etc) and helps manage the authorisation, settlement and funding process of card transactions. Additionally, the acquirer often provides merchants with the necessary payment infrastructure, such as Point of Sale (POS) terminals or online payment gateways, to accept card payments. The Merchant agrees and acknowledges that PayCaps may change or amend the Acquiring Bank, at any time, without consent or notification to the Merchant.

1.2. “Affiliates” means in respect of any party, its subsidiary, a holding company which is a subsidiary or subsidiary undertaking of that holding company; provided that in all circumstances 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’ refers to the power of a person to make a binding decision for and on behalf of the controlled person.

1.3. “Applicable Laws” mean all applicable statutes, enactments, and acts of legislature, laws, ordinances, rules, bylaws, regulations, notifications, guidelines, policies, directions, directives, treaties and orders of Government of United Arab Emirates and or any government authority as amended or supplemented from time to time.

1.4. “Application” means the application executed by the Merchant, under which the Merchant engages PayCaps to provide the Payment Processing services and of which these Terms and Conditions are an integral part. Such Application read with these Terms and Conditions shall be considered as a binding agreement between the Merchant and PayCaps.

1.5. “Authorization” means the electronic process by which a payment/transaction is transmitted for approval, referral or decline by PayCaps and Payment Service Providers.

1.6. “Bank Account” means the merchant bank account which is provided to PayCaps during Merchant on-boarding for funds settlement and as may be updated by the Merchant with prior written intimation of not less than 14 (fourteen) Business Days.

1.7. “Business Day” means a day, other than Saturday and Sunday or UAE official public holidays.

1.8. “Card” means a valid payment card issued by licensed issuer which bears any of the logos of the Card Schemes or any of such other cards as described in the Application.

1.9. “Card Not Present Transaction” means a Payment Transaction which is completed when neither the Card nor the Cardholder is present at the Merchant location.

1.10. “Card Present Transaction” means a Payment Transaction which is completed when the Card and the Cardholder is present at the Merchant location.

1.11. “Card Scheme” means any of the internationally recognized card companies such as Visa International, and Mastercard International.

1.12. “Card Scheme Rules” means any applicable rules, regulations, procedures, or guidelines issued by a Card Scheme from time to time.

1.13. “Cardholder” or “Customer” means a person making payment using a Valid Card.

1.14. “Chargeback” means any dispute regarding a Valid Charge raised by a Cardholder/ Customer with the issuing bank and/or the Card Scheme.

1.15. “Equipment” means point of sale terminal, manual printer, cash register, the PIN Pads, and all accessories and peripherals provided by PayCaps to the Merchant.

1.16. “Excessive Chargeback Threshold” means the threshold based on such number of transactions in a month, or the percentage ratio of chargeback to sales volume in month, as may be prescribed by the relevant Card Scheme from time to time.

1.17. “Fees” means all the fees, and other charges set out in the fee schedule and includes all costs incurred by PayCaps in processing chargebacks and refunds, reversals, Fines and levies and / or as otherwise stipulated in these Terms and Conditions.

1.18. “Levies” means any assessment or fine, charges, fee, and penalties of any nature which a Card Scheme or a regulatory authority may levy on PayCaps or the Merchant with the payment transactions and / or services provided by the Merchant under these Terms and Conditions and / or the fee and charges.

1.19. “Lender” means a bank or financial institution from which Merchant has obtained a loan against security for the Sale Proceeds or has sold and/or assigned your future Sale Proceeds to such bank or other financial institutions.

1.20. “Intellectual Property Rights” means and include any interests or related rights whether 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 services, software or hardware provided by PayCaps.

1.21. “KYC details” means know your customer information that is required to be furnished by the Merchant to PayCaps from time to time concerning the Merchant’s ownership, business, and operations.

1.22. “Minimum Volume Fees” mean the monthly additional fee as stated in the Application payable in accordance with Clause 7.6.

1.23. “Payment Services Provider” mean and includes financial institutions, Acquiring Bank, card schemes etc. who participate in the payment processing services.

1.24. “PCI DSS” means the Payment Card Industry Data Security Standard, an information security standard for organizations that handle branded credit cards from the major card schemes.

1.25. “Payment Transaction” means an authorized transaction made by a Cardholder using a Valid Card to pay for the goods or services supplied by the Merchant and includes refunded transaction.

1.26. “Refund” means a payment made by Merchant to a Cardholder for the credit of a Cardholder’s account to reverse a Payment Transaction wholly or partially.

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

1.28. “Sale Proceeds” means the amount payable by the Customer using the Card for the product/ service offered by the Merchant inclusive of shipping charges and other taxes, duties, cost, charges and expenses in respect of the product / service that are to be charged to the Cardholder.

1.29. “Services” mean the services provided by PayCaps to the Merchant as described in these Terms and Conditions, which includes processing payment transaction, settling Sale Proceeds, providing necessary equipment and such other ancillary services.

1.30. “Transaction Fee” means either the percentage fee per Payment Transaction payable by the Merchant to PayCaps, or the lump sum fee per Payment Transaction payable by the Merchant to PayCaps, or both, as the context may require.

1.31. “Transaction Receipt” means the digital/physical receipt generated after authorisation of a Valid Charge provided to the Customer and the Merchant recording the charges and transaction details.

1.32. “Valid Charge” means a charge authorized in accordance with these Terms and Conditions with respect to each Payment Transaction.

2. ARRANGEMENT

2.1. In consideration of Fees and subject to the representations, warranties and performance of obligations by the Merchant, PayCaps hereby agrees to provide Services in accordance with the terms of these Terms and Conditions, using reasonable skills and case in compliance with the Card Scheme Rules and Applicable Laws.

2.2. PayCaps is not giving any warranties either express or implied whether of merchantability or fitness for any particular use or otherwise, in respect of the Equipment or any Services provided under these Terms and Conditions and no waiver, alteration or modification of the foregoing condition shall be valid unless made in writing and signed by PayCaps. The Merchant’s sole and exclusive remedy in the event of interruption to or loss of use and/or access to the Services shall be to get the Services restored from PayCaps. PayCaps will use reasonable endeavours, at its sole and absolute discretion which shall be final and binding on the Merchant, to restore the Services and/or access to the Services as soon as reasonably possible.

2.3. The Merchant agrees and acknowledges that PayCaps is a technical service provider and may offer the services as a registered agent of one or more financial institutions in the operating countries. The processing and settlement of transactions (as defined below) (“Payment Processing”) are carried out by PayCaps on behalf of Acquiring Bank. By accepting these Terms and Conditions, the Merchant are also accepting and agreeing to be bound by the general guidelines issued by card schemes from time to time for the Merchants.

2.4. By accepting these Terms and Conditions, the Merchant authorizes PayCaps to hold, receive, and disburse funds on Merchant’s behalf when such funds from card transactions are received by PayCaps

with respect to transactions done by the customers of the Merchant. Merchant further authorizes PayCaps to determine the manner of how card transaction settlement funds should be disbursed to the Merchant including by way of online transfer or a paper check payable to the Merchant and the timing of such disbursements. Merchant also authorizes PayCaps to hold settlement funds in a deposit account at a local financial institution pending disbursement of the funds to the Merchant in accordance with the terms of these Terms and Conditions.

3. Confidentiality and Data Protection

3.1. The Merchant recognizes that it may be given and have access to confidential and proprietary information of PayCaps (“Confidential Information”). The Merchant undertakes not to use any such Confidential Information, for its own purposes except as permitted hereunder, without the prior written consent of PayCaps. The Merchant further undertakes that it shall at all times during and after termination of this Application keep the Confidential Information confidential and not disclose it to any third party. The contents of these Terms and Conditions shall also be kept confidential.

3.2. No announcement, circular, press releases, advertising, marketing materials or promotional materials in connection with the subject matter of these Terms and Conditions shall be made or issued (whether in print, electronically or otherwise) by or on behalf of the Merchant other than (i) as required by Applicable Law or (ii) to any authority to which the Merchant is subject, without the prior written consent of PayCaps except where such an announcement is required by reason of any of (i) or (ii) above, the Merchant shall consult with PayCaps as to the contents of any such announcement and take into account all reasonable request of PayCaps relating thereto.

3.3. Merchant shall hold and keep in strictest confidence any and all Confidential Information of PayCaps and shall treat such Confidential Information with the same degree of care and protection as it would treat its own Confidential Information. PayCaps also agrees to use the greatest degree of care to avoid unauthorized dissemination, access, disclosure or publication of the Confidential Information. The Merchant shall promptly provide PayCaps with notice of any actual or threatened breach of this Clause. Merchant does not acquire any Intellectual Property Rights under these Terms and Conditions or through any disclosure hereunder, except the limited right to use such Confidential Information in accordance with these Terms and Conditions.

3.4. Merchant agrees to comply with the applicable Data Protection Laws and privacy notice. The Merchant is solely liable for the lawful collection, storage, transmission, and use of your Data.

3.5. In relation to these Terms and Conditions, the Merchant, acting as a Data Controller, shall only give lawful instructions to us (in capacity of your Data Processor) and ensure to obtain consents from and including Data Subjects.

3.6. The Merchant agrees and consent 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 Merchant personnel or your clients to our Affiliates and/or third parties, whether inside or outside the Territory, for the following purposes:

3.6.1. to comply and permitted under the Card Scheme Rules, Card Scheme programs, privacy notice and/or Applicable Law;

3.6.2. to offer, enable and provide our existing and new Products and Services to the Merchant;

3.6.3. where required, to detect or monitor any illegal Transaction or activity including fraud, anti-money laundering or terrorism financing;

3.6.4. to monitor performance, analyze and/or develop our business operations, Products and Services;

3.6.5. where required, to a third party that has referred to us and/or is engaged by the Merchant for any third-party products and services;

3.6.6. 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).

3.7. The Merchant shall forthwith inform us of any Data breach but in any case, not beyond 24 (twenty-four) hours of the occurrence of such an incident and shall cooperate with us in complying with our any reasonable requests. The Merchant shall take steps to resolve the cause of the security breach and act upon any reasonable instructions of 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.

4. Security

PayCaps and processor maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding Merchant and Customers that is stored in its servers from unauthorized access and accidental loss or modification. Merchants acknowledge that this personal information regarding Merchant and their Customers is provided at Merchant’s own risk. The security may be increased by PayCaps at its sole discretion, from time to time based on the risk assessment of the Merchant by PayCaps.

5. Set-off

Merchant irrevocably authorizes PayCaps to set off any outstanding, chargeback, fraud transactions amount or any other amounts owed by Merchant to PayCaps under these Terms and Conditions both before and after demand and whether such liabilities are actual or contingent, from any payment due pursuant to Payment Transactions to the Merchant or any of its affiliates. PayCaps shall notify Merchant as soon as reasonably possible upon exercising its rights under this Clause.

In addition to the rights under this Agreement, for the purpose of payment of the fees and other charges under this Agreement, the Merchant shall give his unconditional consent and authorize PayCaps to debit Merchant’s bank account through Electronic Clearing System (“ECS”). The Merchant further authorizes PayCaps to recover all costs and expenses in the event the payment of any amounts and other monetary obligations are not honoured on the respective due dates as per the ECS mandate given. The details of Merchant’s bank account through which the Merchant desires to arrange for payment to PayCaps by means of ECS is provided in the Application.

6. Representations, Warranties and Undertakings

6.1. The Merchant hereby represents, warrants and confirms to PayCaps that:

6.1.1. It is duly organized and validly existing under the laws applicable in its country of incorporation with power to enter into these Terms and Conditions and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorize its execution of these Terms and Conditions and its performance of its obligations hereunder have been duly taken.

6.1.2. The execution and delivery of the performance of its obligation under, and compliance with the provisions of these Terms and Conditions will not: (i) Contravenes any existing applicable law, statute rule or regulation or any judgment, decree or permit to which it is subject; (ii) 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 its property is bound or (iii) contravenes or conflict with any provision of it constitute documents (where relevant).

6.1.3. it has not taken any corporate action and no legal proceedings or does not have any active legal/court case against legal entity, or its beneficial owners or other steps have been started or threatened against it for its winding-up, dissolution, administration, or reorganization or for the appointment of a receiver, administrator, administrative receiver, trustee, or similar officer of it or of any all its assets or revenues.

6.1.4. the details, information, and document submitted by it are original, accurate and true in nature and in case of any change or modification to the information or documents provided to PayCaps, the Merchant shall forthwith provide all updated information and documents to ensure that all information available with PayCaps is accurate and updated.

6.1.5. the authorized signatory signing these Terms and Conditions has the power to execute these Terms and Conditions and to bind the Merchant to all provisions of these Terms and Conditions.

6.1.6. it is not aware of any material facts or circumstances that have not been disclosed to PayCaps and which might, if disclosed, adversely affect the decision of a person considering whether or provide processing services pursuant to the terms of these Terms and Conditions.

6.1.7. it is obtaining services under these Terms and Conditions for legitimate business purposes and only to facilitate lawful Payment Transactions between Merchant and Cardholders.

6.2. Merchant hereby covenants and undertakes as follows:

6.2.1. The Merchant agrees to provide any information as may be required by PayCaps from time to time pursuant to these Terms and Conditions including but not limited to:

6.2.1.1. Documents for Payment Transaction;

6.2.1.2. Any information required by PayCaps to comply with its obligation under Applicable Laws or by order of any;

6.2.1.3. Any information to identify Merchant and its beneficial owner for anti-money laundering purposes;

6.2.1.4. Information including justification and documentation which is requested by Payment Service Provider for a Payment Transaction;

6.2.1.5. Throughout the term, the Merchant shall keep its KYC details, trade license information, shareholder information updated with PayCaps, failing which PayCaps shall have a right to withhold settlements of the Transaction Amount into the Merchant’s Bank Account till such update KYC information is provided to PayCaps;

6.2.1.6. Use its best efforts to assist PayCaps, if requested at any time, in preventing, and detecting fraud. In this respect Merchant undertakes to inform PayCaps, as soon as reasonably practicable, of any actual or suspected fraudulent activity the Merchant becomes aware of, or any actual or suspected misrepresentation or any illegal activities in relation to a card;

6.2.1.7. Merchant agrees and undertakes to provide transaction/order supporting documents to PayCaps whenever requested within maximum 3 (three) calendar days;

6.2.1.8. The Merchant shall not split the Transaction Amount into two (2) or more Payment Transaction as the same will not be acceptable to PayCaps;

6.2.1.9. Not to submit a payment/transaction for or on behalf of third party (i.e., other business entities).

6.2.2. The Merchant shall notify PayCaps of any sale, restructuring, acquisition, merger, or any other material change in nature or size of its business, or the nature of its business activities. The Merchant hereby undertakes to provide PayCaps with their up-to-date business’ legal name, details of business undertaken, address of their place of business, date of establishment, phone number, e-mail address, copy of trade license and any other related information/documents as requested by PayCaps from time to time. The Merchant further agrees to keep PayCaps updated of any change or modification in the above-mentioned information or details. PayCaps shall not be responsible for any claims or damages arising due to incorrect or inaccurate information provided by the Merchant and shall be indemnified by the Merchant against any claim arising due to reasons attributable to the Merchant.

6.2.3. The Merchant shall always comply with the Applicable Laws including but not limited to Card Scheme Rules etc.

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

6.2.5. The Merchant shall ensure not to retain or store magnetic stripe or CVV/CVV2/CVC2/iCVV/PVV data after obtaining an authorisation for any purpose. If you store Card data or any personal information relating to a Cardholder, the Merchant shall do so in accordance with the applicable data security standards and with prior written consent of PayCaps.

6.2.6. Merchant shall provide its full support and coordination while any kind of investigation is executed by Card Scheme or local regulatory authority.

6.2.7. Merchant shall be liable for any financial losses, monetary penalty, and processing fee of chargebacks/refunds and the decision of PayCaps shall be binding on the Merchant.

6.2.8. The Merchant shall at all times comply with the terms of these Terms and Conditions (as may be amended by PayCaps from time to time), Card Scheme Rules and Applicable Laws.

6.2.9. The Merchant agrees that PayCaps shall be the exclusive provider of Services during the term of these Terms and Conditions.

6.2.10. The Merchant shall ensure that the Transactions carried out are related to the sale of legitimate goods and services of the Merchant. The Merchants undertake not to engage in the sale of products and services prohibited/restricted under the Applicable Laws or such other products and services as may be notified by PayCaps from time to time.

6.2.11. Where the Merchant proposes to change the nature of business or merchandise sold, which may result in the Merchant category to be changed in the books of the Card Schemes, the Equipment and the Services shall be used only after such change is informed to PayCaps and acceptance thereof is conveyed in writing to the Merchant.

6.2.12. The Merchant agrees and undertakes to pay all Fees and Levies in a timely manner in accordance with the terms of these Terms and Conditions.

7. Fee and Charges

7.1. Merchant agrees to pay and authorizes PayCaps to charge the Fees together with any applicable taxes. All fees and charges payable under these Terms and Conditions are exclusive of any value added tax (VAT) or any other tax that may be imposed under the Applicable Laws from time to time. Where VAT is chargeable for amount payable by Merchant to PayCaps, PayCaps shall, where required by Application Law, provide a VAT invoice in respect of such charges. Merchant agrees and understands that Fees charged for any Payment Transaction, where payment transaction is subjected to refund for any reason whatsoever, the Fee charged on such Payment Transaction shall be non-refundable to the Merchant and PayCaps is entitled to receive the Fee.

7.2. Merchant agrees to pay and authorize PayCaps to charge the intermediate bank transfer fees and charges together with any applicable taxes for foreign currency transaction settlement.

7.3. All the payments shall be free from any withholding or other taxes levied under the Applicable Laws. If the Merchant shall be required under the Applicable Laws to withhold or deduct any tax out of the payment due to PayCaps (“WHT”) then, the sum payable shall be increased as necessary so that after making all required deductions PayCaps receives an amount equal to the sum it would have received had no WHT or deduction been made.

7.4. Merchant agrees to pay PayCaps the below mentioned amounts on demand:

7.4.1. Fees, refunds, chargebacks, reversals;

7.4.2. Any Levies.

7.5. Merchant agrees and acknowledges that PayCaps shall be entitled to recover the Fees and Levies, refunds, chargebacks by adjustment of the Sale Proceed or by debit to the Bank Account, as may be considered appropriate by PayCaps.

7.6. The Merchant agrees that in the event the monthly volume of Payment Transactions is AED 20,000 or less, the Merchant shall be liable to pay the Minimum Volume Fees stated in the Application.

7.7. Chargebacks, fraud, and Reversal are subject to the fees and charges i.e., 20 USD each Payment Transaction.

7.8. For the purpose of payment of the Fees, Levies and other charges under these Terms and Conditions, the Merchant shall give its unconditional consent and authorize PayCaps to debit Merchant’s Bank Account through Electronic Clearing System (“ECS”) and or valid standing instructions. The Merchant further authorizes PayCaps to recover all costs and expenses in the event the payment of any amounts and other monetary obligations are not honoured on the respective due dates as per the ECS mandate and or the standing instructions given.

7.9. The Merchant agrees and acknowledges that the Fees may be increased by PayCaps or PayCaps may introduce new Fees by giving 30 (thirty) days’ notice (Or shorter notice if required by Applicable Laws) to the Merchant.

8. Taxes and Reporting

It is the Merchant’s responsibility to determine, if any, taxes apply to the sale of goods and services and/or the payments received in connection with use of the service (“Taxes”). It is solely merchant responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. PayCaps is not obligated to, nor will we determine whether taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising from any transaction. The Merchant acknowledges that PayCaps may make certain reports to tax authorities regarding transactions that are processed and merchants to whom card payment services are provided.

9. Merchant Bank Account

9.1. The Merchant shall maintain a bank account with a bank licensed by the UAE Central Bank and where such Bank Account is with a bank outside UAE, such bank shall be agreed between the Parties and the Merchant shall maintain sufficient funds in the Bank Account to ensure timely payment of Fees, Levies, Chargeback, Refund, Reversal and any other amounts payable under these Terms and Conditions.

9.2. The Merchant agrees to provide the PayCaps with at least fourteen (14) days advance written notice of any change in the Bank Account and such change shall be effected only upon written approval of PayCaps.

9.3. The Merchant hereby authorizes PayCaps, and/or Merchant’s bank acting on instructions of PayCaps to withhold and /or freeze any funds in the Bank Account if:

9.3.1. The balance in the Bank Account is not sufficient to meet the Merchant obligations arising out of Chargebacks, Fees, Levies, Refunds, Reversal, in connection to Payment Transactions made by the Merchant, to recover by deduction of the same from the Sales Proceeds.

9.3.2. Only funds related to services mentioned in these Terms and Conditions will be credited in the Bank Account.

9.4. We reserve the right to debit the Bak Account for any and all amounts owed by the Merchant to PayCaps under these Terms and Conditions and such amounts as determined by PayCaps to meet the

Merchant’s obligations under these Terms and Conditions. If the balance in the Bank Account is not sufficient to meet the Merchant’s obligations under these Terms and Conditions for amounts payable to PayCaps, then PayCaps shall have a right to recover such amounts and related cost of recovery by deduction of the same from the Sale Proceeds to be settled to the Merchant and/or any collateral held by PayCaps or send an invoice which shall be payable immediately.

10. Payment Transactions and Cards

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

10.2. No Payment Transaction shall be made for goods or services other than those goods offered or services rendered by Merchant in accordance with the course of its trade license issued by competent authority in UAE and as per KYC declarations submitted to PayCaps.

10.3. Merchant shall not split a payment transaction by initiating, multiple authorizations at, any given time. Merchant hereby acknowledges that splitting a payment transaction into multiple authorizations, may result in Issuing Bank’s rejection of any or all payment transactions made and PayCaps shall be entitled to debit the values of the rejected Payment Transaction plus all expenses related thereto in accordance with the terms of these including from the Sales Proceed to be settled to the Merchant.

10.4. All details of Payment Transaction shall be made available to PayCaps within maximum three (3) days from PayCaps request.

10.5. The value of Payment Transaction shall be reduced in accordance with any discount that is offered on sale of goods and services by Merchant.

10.6. The Merchant shall:

10.6.1. Only accept Cards that have not expired at the time of presentation;

10.6.2. Unless otherwise advised by PayCaps, not impose minimum or maximum financial limits on the Payment Transactions.

10.7. Merchant shall not accept a Payment Transaction which is made:

10.7.1. To advance cash to the cardholder unless previously authorized by PayCaps;

10.7.2. To refinance a debt of the Merchant, representative or Cardholder;

10.7.3. To debit any additional charge, surcharge, or other charge which is not related to the acceptance of a Payment Transaction;

10.7.4. For goods which are not sold or services which are not rendered to the Cardholder;

10.7.5. With a national or entity whose name appears in the list of sanctioned countries and individuals/entities issued from time to time by OFAC, UNSCR or by the central bank of UAE.

10.8. The Merchant shall ensure that:

10.8.1. A previously disputed Payment Transaction at Merchant’s location is accepted.

10.8.2. an aggregated Payment Transaction is not made for multiple suppliers.

10.8.3. A Payment Transaction is not submitted that may in the sole discretion of Payment Service Provider or PayCaps damages the goodwill or reflects negatively on the Payment Service Provider or PayCaps.

10.9. No Payment shall be made to Merchant before Payment Service Providers verify:

10.9.1. The validity date on the Card.

10.9.2. The identity of the cardholder.

10.9.3. Obtains an authorization.

10.9.4. Successfully completed 3DS.

10.10. Any incorrect Payment Transaction submitted by the Merchant that requires to give credit to the Cardholder shall be sent to PayCaps to initiate refund. If because of such incorrect Payment Transaction any losses or expenses are incurred by PayCaps the same shall be debited against future sales proceeds or by a debit to the Bank Account or Sales Proceed to be settled to the Merchant.

10.11. PayCaps reserves the right to limit the volume of Payment Transactions it will accept from Merchant where it considers it reasonably necessary to manage its credit and compliance risk. Where the limit is imposed PayCaps reserves the right to change the limit from time to time as may limit is be considered necessary without informing to merchant if it is necessary to protect the money laundering and fraud.

10.12. The Merchant should not request Cardholder to complete a postcard or similar device that includes any of the following in plain view when mailed: the cardholders account number, card expiration date, signature, or any other card account data. Request the card verification value 2 (CW2) data on any paper order form.

10.13. The Merchant agrees that no authorization will be given to cards issued with bank identification numbers (“BINs”) original from United States of America and Canada.

10.14. The Merchant agrees that no clearing record will be created in respect of the blocked BINs or acquiring identifier.

10.15. The Merchant shall provide Cardholders with a transaction receipt containing the following information.

10.15.1. Merchant name and its registered and outlet address.

10.15.2. Merchant online address, Web URL.

10.15.3. Card holder/buyer name and details.

10.15.4. Transaction date.

10.15.5. Description of goods or services.

10.15.6. Quantity and price of goods and services.

10.15.7. Description of applicable taxes (if any).

10.15.8. Shipping and billing address (both).

10.15.9. Order Id or transaction Id.

10.15.10. Payment information (payment method and transaction type).

10.15.11. Transaction amount.

10.15.12. Or such other information as may be communicated by PayCaps from time to time.

10.16. Merchant shall only use the online payment order form in the format prescribed and approved by PayCaps for initiating online payment transactions. Merchant shall include the order reference number on the transaction receipt for each payment transaction made online.

10.17. It is understood that if a Payment Transaction is initiated using a Card which issued by an issuer outside UAE (other than Canada and USA) for an amount of ten thousand dirham (AED 10000) or more, the Merchant shall verify the identity of the Cardholder, record details of the identification and retain copies of such identification. The Merchant shall provide such documents to PayCaps upon request. All documents shall be retained for a minimum period of 5 (five) years from the date of transaction or such other period as amended by the regulatory authorities read in line with the Applicable Laws from time to time.

10.18. Merchant must obtain an authorization of PayCaps for each, and every charge incurred by the Cardholder and shall not deliver the goods or services until authorization is received from PayCaps. Authorization in respect of charges can be obtained by swiping the Card using the Equipment and validating the transaction by the Customer providing their unique personal identification number (PIN) or such other details as may be necessary under applicable law or required by PayCaps from time to time for using the Equipment.

10.19. If the Merchant accepts charges without prior authorization, PayCaps will not be responsible for any such charges or any part thereof and all such charges will be accepted only on a collection basis.

10.20. PayCaps reserves the right to refuse the charges if an authorization is declined. Any authorization given by PayCaps will be in its absolute discretion and PayCaps may further, in such an event, also direct the Merchant to take immediate preventive action.

10.21. The Merchant shall present all Payment Transactions to PayCaps within 3 (three) days of the date of the Payment Transaction and in all events no later than 7 (seven) days. For MO/TO transactions shall not be presented until the relevant goods have been dispatched to the Customer or arrangement for provision of services have been made.

10.22. The Merchant agrees that any Payment Transaction or presenting of POS Record/Manual Sale Draft shall constitute warranties to us that (i) all statements of facts are true and correct; (ii) the Card or POS Record/ Manual Sale Draft is valid; and (iii) the sales are not subject to any dispute, set-off and/or counterclaim.

11. Pre-Authorization

11.1. The Merchant shall request pre-authorisation 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 reference.

11.2. For the purpose of pre-authorisation, the Merchant shall estimate the value of the payment transaction which would be concluded for the entire services to be rendered on the basis of the following:

11.2.1. type and duration of the services as may be anticipated at the time of pre-authorisation; and

11.2.2. the estimated price for such services during the intended period.

11.3. The Merchant shall swipe the card through PoS terminal, in case of EMV cards, that the Merchant may insert the card into the PoS terminal and if prompted, the Merchant shall request the cardholder to enter the PIN, to obtain the required Pre-authorisation.

11.4. The Merchant shall inform the Cardholder of the amount for which the Pre-Authorization was obtained at the time of contracting for your services. The Merchant shall record the date, the amount and the Pre-Authorization approval code received or obtained on the POS Record or Manual Sale Draft as the case may be.

11.5. In order for the Merchant to complete a Payment Transaction on the basis of the earlier Pre- Authorization, the Merchant shall process a Payment Transaction for value not exceeding the Pre- Authorized Amount. The approval code entered by the Merchant for Payment Transaction shall be the same as the one obtained in the Pre-authorization.

11.6. If necessary, the Merchant may obtain Pre- Authorizations for additional amounts (not cumulative of previous amounts) at any time during the course of Merchant 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 pre-authorized.

11.7. 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. The Merchant shall obtain the Cardholders written acceptance to such additional charges at the time of completion of the additional services and the Merchant shall process the Payment Transactions within seven (7) days from the date the services are completed. The POS record and/or manual sale draft used as a result of Payment Transaction for additional services may not be accepted unless noted with statement advising Cardholder consent is obtained; such as “Signature on File” or otherwise.

12. AUTHORISATION OF PAYMENT TRANSACTION

12.1. The Merchant must not split the value of a Payment Transaction by initiating multiple authorization requests to avoid obtaining authorization the Merchant acknowledge that splitting a Payment Transaction into multiple authorizations may result in chargebacks and PayCaps shall be entitled to recover the values of the rejected Payments Transactions plus all associated expenses from the Merchant in accordance with the terms of these Terms and Conditions.

12.2. The Merchant shall obtain an Authorization from PayCaps before completing any Payment Transaction, the Merchant acknowledge and agree that an Authorization 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.

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

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

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

12.6. The Merchant 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:

12.6.1. for Card Present Transactions when Cardholder correctly enters a PIN into the POS Terminal, and the PIN is successfully verified or where the Merchant 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;

12.6.2. for Mail Order Transactions by obtaining the signed written authority of the Cardholder and for Telephone Order Transactions by keeping written evidence of the Cardholder’s authority to debit the Card;

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

12.7. If an Authorization attempt generates messages such as “referral”, the Merchant shall obtain Authorization through the Authorization Center. If the Authorization Center approves the Payment Transaction, the Merchant 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 “pick-up” the Merchant shall comply with the instructions that may be issued by us or the Authorization Center with regard to the said Payment Transaction.

12.8. The Merchant shall comply with these Terms and Conditions, 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 the Issuers. The Merchant shall not double swipe cards or capture and store Cardholder information to create any secondary record to support in-house accounting, reporting or for the purpose of managing other programs such as loyalty and rewards.

13. TRANSACTION RECEIPTS

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

13.2. A Transaction Receipt is invalid if not generated in accordance with the terms of these Terms and Conditions and/or Card Scheme Rules.

13.3. For Card Present Transaction, the Merchant 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, the Transaction Receipt shall be provided to the Cardholder within 7 (Seven) days of the completion of the Payment Transaction.

13.4. The Merchant shall retain and produce on demand the Transaction Receipt for at least 5 (five) years from the date of the Payment Transaction. All Transaction Receipts shall be kept in a secure manner in compliance with the PCI DSS rules.

14. Merchant Disclosure and Terms and Conditions

14.1. Merchant shall publish on its website or merchant location the following –

14.1.1. Business name (DBA) and address (if applicable).

14.1.2. Complete description of goods or services provided.

14.1.3. Refund and return policy – The merchant’s website shall communicate its refund policy to the cardholder and require the cardholder to select a “click-to-accept or other affirmative button to acknowledge the policy.

14.1.4. The terms and conditions of the purchase shall be displayed on the same screen view as the checkout screen that present the total purchase amount, or within the sequence of the website pages the cardholder accesses during the checkout process and should not be in a separate hyper link.

14.1.5. Contact information for customer service contact including electronic mail address.

14.1.6. Transaction currency.

14.1.7. Export restrictions as applicable.

14.1.8. Delivery mode and policy.

14.1.9. Country of merchant’s domicile.

14.1.10. Logos of cards accepted in the format authorized by PayCaps,

14.1.11. Other related tariffs and/ or regulations; and

14.1.12. Security capabilities and policy for transmission of payment card details.

14.1.13. Product guarantee and warranty terms and conditions including how to avail warranty.

14.1.14. Display privacy policy.

14.2. Merchant shall promptly notify PayCaps, in writing of any modification to the website or banner which is linked with the Merchant’s 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.

14.3. The Merchant shall use or implement an internet payments service approved by PayCaps which adheres to minimum security measures required by PayCaps from time to time. The Merchant shall remain responsible for maintaining data integrity of any data received held or maintained or sent across the internet, merchant shall also remain responsible for managing the telecommunications link, and for payment of all associated cost of maintaining such link.

14.4. Dispatching of goods: Merchant is responsible for verifying the cardholder’s address and ensuring the goods are dispatched to shipping address. PayCaps cannot provide name and address verification as part of the authorization process.

14.5. In relation to the dispatch of goods, merchant undertakes not to raise a transaction record prior to the goods being dispatched. Merchant shall advise the cardholder of the time will take to dispatch the goods and if, for any reason, merchant does not have the goods available for dispatch to the cardholder within such advised time, then the cardholder shall order reconfirmed by the cardholder.

14.6. The Merchant shall be responsible for regular reconciliation of transactions and undertakes to investigate any errors reported to the PayCaps within five (5) business days of intimation of the said errors.

14.7. The Merchant shall comply with Applicable Law and ensure that the Payment Transaction is legal both in the Cardholder’s and Merchant’s jurisdiction.

14.8. The Merchant is responsible for communicating with PayCaps in advance of any business plan, product, services, jurisdiction, and ownership change. Failure to inform this to PayCaps may result in monetary losses to Merchant.

15. Collateral

15.1. PayCaps may require Merchant or any Person within the Merchant’s affiliates to provide collateral, guarantees or other security in a form to be decided by PayCaps and/or to apply special terms and conditions in relation to Merchant acceptance of Payment Transactions at any time, for the purpose of providing a source of funds to pay PayCaps for any and all, actual and reasonably anticipated amounts and liabilities owed by Merchant to PayCaps to include actual and/or contingent liabilities under these Terms and Conditions.

15.2. Any collateral provided shall serve to ensure the performance of obligations on account of any Chargebacks, Refunds, Fees/ Levies, or liability for loss or damage suffered by PayCaps, penalties, and all other amounts which the Merchant owes or may in future owe to PayCaps under or in connection with these Terms and Conditions. This collateral may also consist of an amount of money to be deposited with PayCaps at request.

15.3. If requested that Merchant provide or ensure that an affiliate provides, a guarantee, such guarantee shall be provided in the form prescribed by PayCaps and receipt by PayCaps of such guarantee shall be a condition for PayCaps to provide, or continue to provide, the Services to Merchant.

15.4. Merchant proclaims that the collateral will not at any time during the term of these Terms and Conditions be subject to any adverse claim (including any lien, encumbrance or claim of legal or beneficial ownership), except the lien and security interest in PayCaps favor hereunder and any lien arising by operation of law in Merchant’s favor.

15.5. PayCaps may at any time, without prior notice to Merchant, realize the collateral provided in accordance with this Clause, either by set-off or otherwise, including any foreclosure or execution sale, for all amounts which PayCaps will be entitled to claim from Merchant under these Terms and Conditions.

15.6. Merchant has agreed to provide a collateral of AED/USD waived off and if Merchant’s business growth or significant increase in Chargebacks. PayCaps has the right to review and impose a revised collateral requirement or delay in settlement without prior permission from the Merchant. 15.7. The Clause 15 is not applicable if the collateral is discounted/waved off by PayCaps.

16. Settlement

16.1. PayCaps shall settle the Sales Proceeds of the Payment Transactions, processed in accordance with these Terms and Conditions in the Bank Account, subject always to any regulation and /or directions of the Card Schemes or any regulatory or government body. Settlement of the Sales Proceeds shall be made by a credit to the Bank Account in accordance with the funding frequency details as set out in the Application. PayCaps reserves the right to change the fund frequency period upon notice to the Merchant.

16.2. PayCaps may from time to time combine, consolidate, or merge any or all of Merchant funds and other accounts if any; and set off apply or transfer all such sums standing to satisfy and debts or liability that the Merchant owes PayCaps, including any debts or liability incurred to affect any required currency conversion.

16.3. The Merchant understands and accepts that the Payment Transactions processed under these Terms and Conditions will not constitute deposit with PayCaps, will bear no interest, charges, or fees, nor will be eligible for any insurance contracted or to be contracted by PayCaps for its business purpose.

16.4. PayCaps may record and store information related to settlement of funds in any form or by any means as PayCaps may deem appropriate.

16.5. The Merchant hereby authorizes PayCaps to deduct from the Sales Proceeds, or if the Sale Proceeds are already credited to the Bank Account, the Merchant agrees to repay and /or refund or, if considered appropriate by PayCaps, charges against collateral if any, the amounts of:

16.5.1. Any applicable Fees;

16.5.2. Chargeback, Refund and Reversal transactions;

16.5.3. Levies;

16.5.4. Any additional amount payable by the Merchant because of any failure or error in the system or pursuant to negligence, misconduct, or fraudulent act of any employees of the Merchant;

16.5.5. Any other payment which is illegitimately or erroneously received by the Merchant.

16.6. PayCaps may retain or process Sales Proceeds otherwise payable to Merchant and /or adjust the same against the collateral/amount and adjust the amount so delayed, retained or deducted against Chargebacks, Fees, Refunds, Reversal, and Levies.

16.7. PayCaps may exercise these rights where –

16.7.1. These Terms and Conditions are terminated.

16.7.2. The Merchant committing an event of default, undertaking a transaction prohibited by law, any unlawful transactions or fraud.

16.7.3. there are changes to Merchant business practices which PayCaps reasonably believe will expose PayCaps to higher financial risk.

16.7.4. PayCaps reasonably believes that the Merchant is likely to experience and adverse change in terms of deterioration of Merchant’s financial standing are being subjected to insolvency proceedings or believed to be initiated against the Merchant.

16.7.5. The Merchant fails to provide any information reasonably requested by PayCaps.

16.7.6. The Merchant does not provide any security document to PayCaps requested under security clause or where the security is terminated or otherwise no honored.

16.7.7. PayCaps suspects Merchant (or its employees or agents) is involved in fraudulent or criminal activity.

16.7.8. The Merchant exceeds or is likely to exceed the excessive chargeback threshold.

16.7.9. The Merchant is in breach of any obligations under this Terms and Conditions.

16.7.10. The value of refunds exceeds the value of payment transactions.

16.7.11. Any sanction is imposed upon PayCaps by card schemes because of the Merchant’s activity.

16.8. The Sale Proceeds/settlement will be applied by PayCaps in the following order of priority.

16.8.1. Fee;

16.8.2. Levies;

16.8.3. Chargebacks;

16.8.4. Refund and Reversals;

16.8.5. Payment of proceeds to the Merchant Bank Account.

16.9. Merchant agrees that after presentment of transactions, PayCaps will initiate an electronic funds transfer. Merchant also understands and agrees that the settlement will generally occur after 7 (seven) Business Days after the Business Day that Merchant presented the Payment Transaction.

16.10. The Merchant agrees and acknowledges that PayCaps may retain any amounts held by it in accordance with Clause 16.7 for a period of up to 540 (five hundred and forty) days following the date of delivery of the goods or performance of services that are subject to that Payment Transaction or following the date of termination of these Terms and Conditions or until Refund or Chargeback window has ended in accordance with the Card Scheme Rules, whichever is earlier, following which the remaining funds will be settlement in the Bank Account.

17. Chargeback and Refunds

17.1. Merchant shall be fully liable to PayCaps for all Payment Transactions returned to PayCaps for any reason, including Chargebacks and any costs incurred by PayCaps in processing Chargebacks or other disputes regarding the validity of a payment transaction where merchant has complied with all the requirements related to processing of payment transactions as described in these terms and conditions.

17.2. A Chargeback may arise for any reason described in the Card Scheme Rules and may include the following:

17.2.1. Payment Transaction it records is illegal.

17.2.2. Authorization for a Payment Transaction is not obtained in accordance with these Terms and Conditions.

17.2.3. Payment Transaction data is issued or presented in violation of the procedures set in these Terms and Conditions.

17.2.4. The Card relating to Payment Transaction that is not valid.

17.2.5. The Payment Transaction is not authorized by the issuer or by the Card Schemes or the Payment Service Providers.

17.2.6. The Merchant fails to produce to the PayCaps within three (3) calendar days of PayCaps request information including, for example, the evidence of the Cardholder approval to process the Payment Transactions and other supporting documents related to Payment Transactions.

17.2.7. Payment Transaction is processed via multiple fraudulent authorizations.

17.2.8. The Merchant has processed a fictitious, suspicious, or counterfeit Payment Transaction or otherwise defrauded or attempted to defraud PayCaps or the Cardholder.

17.2.9. The transaction is not valid sales transaction.

17.2.10. The Payment Transaction relates to goods or services render in respect of which the Cardholder disputes liability for any reason and/or the card holder makes a claim for set-off, or counterclaim.

17.3. Where Merchant wishes to dispute a Chargeback, Merchant shall prove to PayCaps satisfaction that the Payment Transaction was authorized by the Cardholder in accordance with these Terms and Conditions and valid goods/services were delivered to Cardholder. The Merchant should produce sufficient satisfactorily evidence to prove dispute to PayCaps.

17.4. The Merchant agrees that PayCaps shall be entitled to recover Chargebacks that are raised in relation to Payment Transactions acquired during the term of these Terms and Conditions even after termination of these Terms and Conditions for any reason.

17.5. Where Merchant chargeback levels exceed the excessive chargeback threshold, in any month, PayCaps may impose additional conditions on Merchant to assist Merchant to reduce the level of chargeback, alternately PayCaps may suspend Merchant’s right to accept Payment Transactions in accordance with the provision of these Terms and Conditions.

17.6. The Merchant 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.

17.7. PayCaps shall process returns of, and provide refunds and adjustments for, products/ services sold, and payment collected through Merchants site in accordance with these Terms and Conditions, the Payment Service Provider rules and guidelines. The Merchant understand that all refunds must be routed from the same Acquiring Bank and payment gateway through which the original transaction was made. If the Merchant initiates refund through any other mode, the Merchant shall be fully liable for all chargebacks raised in respect of the transaction refunded. The Merchant shall (a) maintain a fair return, cancellation, or adjustment policy in accordance with type of business; (b) disclose its return or cancellation policy to Customers at the time of purchase, (c) not give cash refunds to a customer in connection with a card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a card sale refund.

17.8. To evidence refund Merchant shall issue a refund receipt and provide the Cardholder with a copy of the same.

17.9. The value of a refund shall not exceed the amount of the original Payment Transaction and PayCaps will only process a refund to the same card which was used for the original Payment Transaction. Merchant shall not authorize refund to the Cardholder through any other means other than the mode of payment through which the payment was made for the relevant Payment Transaction.

17.10. The Merchant will be liable for the exchange difference incurred in a Refund if the Payment Transaction was in error by the Merchant.

17.11. The amount of each Chargeback and / or Refund represents a debit immediately due and payable to PayCaps irrespective of whether demand for the same is made and PayCaps may debit the Bank Account for the amounts due or withhold sales proceeds to cover the value of chargebacks, refunds and fees associated with their processing.

17.12. PayCaps may, in its sole discretion refuse to accept any refund and, in such circumstances, PayCaps will, where possible inform the merchant of the reasons for refusal.

17.13. The Merchant understands and accept to pay PayCaps, Chargeback handling fee of twenty US dollar ($20) for each transaction on which there is a valid chargeback.

17.14. The Merchant shall cooperate with and assist PayCaps within the stipulated time provided by PayCaps, with the recovery from the Merchant of any liabilities, losses, fees, costs or expenses arising because of incoming chargebacks or fraud, or Card Scheme non-compliant electronic commerce transactions processed by the Merchant.

17.15. If the Merchant or its sub-merchants does not assist or cooperate within the stipulated period provided by PayCaps, the Merchant would be completely liable to pay any fines or penalties, or charges whatsoever imposed by the regulated bodies.

18. Third party settlement and assignment of sale proceeds

18.1. For settlement of the Sale Proceeds to a third- party bank account including a bank account of Merchant’s 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 the Merchant. PayCaps under no circumstances shall be liable for settlements made to such third-party bank account or Merchant’s Affiliate bank account including but not limited to any hypothecation of Sale Proceeds by such third-party account holder/ beneficiary.

18.2. Where the Merchant have a buy-now-pay-later (“BNPL”) payment method enabled and the Cardholder has opted for BNPL, such Payment Transaction shall be settled to the Merchant by the BNPL service provider and PayCaps shall not be liable for settlement of Sale Process relating to BNPL Payment Transactions to the Merchant.

18.3. Where the Merchant have procured any financial solutions including a loan or any cash advance from a Lender that is secured against the Merchant future Sale Proceed receivables then we may upon the Merchant written request, at our sole and absolute discretion, mark a lien on all or a part of the Sale Proceeds in favor of the Lender.

18.4. If the Merchant take an advance from the Lender against the Merchant future Sale Proceeds receivables, Paycaps shall after a lien is marked on the Merchant Sale Proceeds in favor of the Lender and till such time that the Lender has provided to the Merchant or us in writing that the lien be released:

18.4.1. deposit the Sales Proceeds to Merchant’s Bank Account that is mentioned in your notice sent in accordance with Clause 18.3 above; and/or

18.4.2. deposit all or a proportion of the Sale Proceeds to your designated bank account with the Lender; and

18.4.3. that such payment to your Bank Account or your designated account with the Lender (as the case may be) shall be full and final settlement of our obligation to transfer the Sale Proceeds to the Merchant under these Terms and Condition.

18.5. The Merchant agree that marking of such lien as requested by the Merchant 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 shall be without prejudice to our rights under these Terms and Conditions including right to withhold, retain, deduct and/or apply the Sale Proceeds in accordance Clause 17 and other applicable provisions of these Terms and Conditions without our undertaking of any liability or obligation towards the Lender or any third party in this regard.

19. Audit and Site Visit Rights

19.1. Merchant agrees to provide PayCaps (and/or the Payment System Providers) to perform an onsite audit of the Merchant’s business which in PayCaps or Payment System Provider’s reasonable view is relevant to the fulfillment of Merchant’s obligations under these Terms and Conditions. As part of any audit, Merchant shall:

19.1.1. Permit PayCaps as well as the Payment Service Provider appointed agents access to Merchant’s business locations to examine records facilities, systems, and stock and those of any business which PayCaps and / or the Payment Service Provider reasonably believe(s) are connected to the Merchant.

19.1.2. Permit PayCaps and/or Payment Service Provider to obtain and keep copies of relevant records.

19.1.3. Provide any reasonable assistance requested by PayCaps or Payment Service Provider or their respective agents.

19.1.4. Obtain and submit a copy of an audit report (at Merchant’s sole expense) from a third party certified by Card Scheme(s) of the physical, operational, financial and Information security aspects of the Merchant’s business if reasonably requested by PayCaps / Payment Service Provider.

19.1.5. If PayCaps believes that a security breach or compromise of data has occurred, PayCaps may requires the Merchant to have a third-party auditor that is approved by PayCaps to conduct a security audit of Merchant’s systems and facilities and issue a report to be provided to PayCaps and/or Payment Service Provider.

20. Equipment

20.1. PayCaps agree to grant the Merchant a non-proprietary, non- transferable limited period license valid during the Term of these Terms and Conditions to use the Equipment and the software loaded on the Equipment for the sole purpose of availing the Services.

20.2. The Merchant agrees 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. The Merchant 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 the Merchant, the ownership of the Equipment (excluding ownership of any software or APIs) shall be transferred to the Merchant after we are in receipt of full payment from the Merchant.

20.3. The Equipment shall be installed at such points in your premises as described in the Application or as otherwise agreed between Merchant and PayCaps.

20.4. Merchant acknowledges 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.

20.5. The Merchant 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.

20.6. The Merchant 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.

20.7. The Merchant shall maintain and pay for all power and telecommunication connections necessary to operate the Equipment. the Merchant 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 the Merchant are in breach of this Clause, the Merchant 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 the Merchant.

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

20.8.1. the identity of any individual claiming to be our appointed repair or maintenance personnel properly verified before are allow any access to Equipment; and

20.8.2. the Merchant’s 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.

20.9. The Merchant shall be liable for fraudulent Payment Transactions that are processed which could have been prevented if the Merchant had been compliant with Chip and Pin and/or any other requirements set forth in these Terms and Conditions.

20.10. Except where otherwise allowed by Card Scheme Rules, the Merchant 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 the Merchant without the Cardholder being physically present.

20.11. If one or more of the Equipment sustain an error or malfunction, the Merchant shall immediately notify us on our contact details provided in the welcome kit or as set forth on our website https://www.paycaps.com/, 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.

20.12. The Merchant shall return all Equipment to us within ten (10) Business Days following the date of termination of these Terms and Conditions and forthwith pay any outstanding rental payments due to us. In case if the Merchant 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 the Merchant by debit from the Bank Account or adjustment against the collateral and/or any Sale Proceeds.

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

20.14. The Merchant agrees that we shall have no liability to the Merchant, 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. The Merchant agrees to indemnify us for any losses, expenses, or damages 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 the Merchant in relation to Services.

21. Suspicious of Unauthorized Transactions

21.1. PayCaps reserve the right to not authorize or settle any Payment Transaction Merchant submits which PayCaps believes is in violation of these Terms and Conditions, or any other PayCaps or Payment Service Provider agreement or rules, or exposes the Merchant, other PayCaps payments users, Payment Service Providers or PayCaps or Processor to harm, including but not limited to fraud and other criminal acts. The Merchant is hereby granting authorization to PayCaps to share information with law enforcement about the Merchant, its transactions, its service account if PayCaps reasonably suspect that the Merchant’s service account has been used for an unauthorized, illegal, or criminal purpose.

22. Fair use of PayCaps Services

22.1. The Merchant shall use the Services of the PayCaps only for the purpose of receiving online payments against the products/ services offered by the Merchant. Using the services of PayCaps for any other purpose shall entitle the PayCaps to take appropriate legal action and suspend all the pay-outs to the Merchant.

22.2. The Merchant shall not misuse the Services of PayCaps for illegal gains including but not limited to illicit use of credit cards.

23. Indemnity

23.1. The Merchant shall indemnify, defend, and hold PayCaps, the Payment Service Providers and their respective directors, employees and agents harmless from and against any liabilities, claims or demands (including the costs, expenses, dispute resolution costs and attorneys’ fees on account thereof) relating to or may result from any:

23.1.1. Breach by the Merchant of its obligations, including but not limited to those specified in these Terms and Conditions;

23.1.2. Any injuries to persons or damage to the Equipment, including theft, resulting from Merchant’s acts or omissions;

23.1.3. Any claims brought against PayCaps arising in whole or in part out of claims brought against the Merchant involving, fraud, mishandling or misplacing Transaction Receipt during the term or the renewal term;

23.1.4. Any claim or proceeding brought by the Customer against PayCaps or PayCaps Sponsor Bank in respect of any products of the Merchant;

23.1.5. Claim or proceeding brought against PayCaps or PayCaps Sponsor Bank in respect of any services or operations of the Merchant;

23.1.6. Any act of negligence or default by the Merchant or the Merchant’s affiliates, agents, employees or licensees or the Merchant;

23.1.7. Any act or omission by the Merchant in respect of the sale of /payment for the products;

23.1.8. Any fines, penalties, interest on delayed payments imposed directly or indirectly on PayCaps and/or PayCaps Sponsor Bank on account of the Merchant and/or the products.

23.2. Notwithstanding anything contained in these Terms and Conditions, in no event shall PayCaps be directly or indirectly liable to the Merchant for any consequential, remote, direct, indirect, special, incidental or punitive loss, damages, compensation, costs, charges or expenses (including without limitation, loss of profits or revenues, loss of opportunity etc.) of any nature whatsoever by reason of termination of these Terms and Conditions.

23.3. The Merchant shall fully indemnify and keep indemnified PayCaps from all damages, costs, legal fees, charges and expenses, and losses that PayCaps may incur as a consequence of any failure whether temporary or permanent of the Support Services (as modified from time to time) provided by PayCaps to the extent such failure results in any wrongful or incorrect payment to the Merchant. The Merchant shall also undertake to make good and reimburse PayCaps and/or the customer for any failure of the Support Services, to the extent of such failure results in any wrongful or incorrect payment to the Merchant.

23.4. In the event of PayCaps being entitled to be indemnified pursuant to the provisions of these Terms and Conditions, PayCaps shall be entitled to accordingly and to such extent debit the payments to be made to the Merchant irrespective of any dispute that the Merchant may have in respect of such debit and shall be also entitled to collect the said money in any manner whatsoever.

23.5. The indemnities under this article are in addition to and without prejudice to the indemnities given elsewhere in these Terms and Conditions and all the indemnities provided herein shall survive the termination of these Terms and Conditions.

23.6. The Merchant shall ensure that the best service standards in the industry are adopted and shall ensure delivery of all goods and services purchased for customers in accordance with the highest standards.

24. Termination

24.1. Termination by PayCaps: Without prejudice to other rights set out in these Terms and Conditions, Card Scheme Rules, or Applicable Law, PayCaps shall have the right to terminate these Terms and Conditions without the requirement of a court order in this regard:

24.1.1. For convenience by giving 30 days written notice to the Merchant.

24.1.2. With immediate effect, Merchant is in material breach of these Terms and Conditions provided PayCaps first provides merchant with at least fifteen (15) days written notice of the alleged breach requiring it to be remedied, and such breach remains un-remedied for a period of 15 days following receipt of such notice by Merchant.

24.1.3. With immediate effect, if merchant commits any act, which in the opinion of PayCaps is considered as an act of deception, scam, dishonesty, fraud, willful misrepresentation, or an act that would result in losses or damages to PayCaps.

24.1.4. With immediate effect if Merchant enters any act of bankruptcy or compounds with its creditors or: petition for receiving order in bankruptcy is presented or made against the merchant or a petition for an administration order is present in relation to the Merchant 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.

24.1.5. With immediate effect, if Merchant fails to comply with data security standards as specified under Applicable Laws and as specified by PayCaps from time to time.

24.1.6. Pursuant to any event of force majeure.

24.1.7. For six (6) consecutive months the merchant fails to submit any transactions, or no activity is recorded on the merchant’s terminal account.

24.1.8. The Merchant materially alters its website content without the payment aggregator’s prior written consent or changes its business or alters its business model during the term of the merchant contract or if there is a direct or indirect change of control of the merchant or any parent company of the Merchant.

24.2. Termination by Merchant

Merchant shall have the right to terminate these Terms and Conditions without the requirement of obtaining a court order, if PayCaps is in material breach of these Terms and Conditions provided the merchant first provides PayCaps with at least 30 days written notice of the alleged breach requiring it to be remedied, and such breach remain un-remedied for a period of thirty days (30) following receipt of such notice by PayCaps.

24.3. Further on termination or expiry of these Terms and Conditions, the Merchant shall immediately on such termination or expiry return the Equipment to PayCaps in good and working condition (only normal wear and tear accepted). Merchant hereby agrees, acknowledges and authorizes PayCaps to recover the cost of the Equipment from ECS or standing instructions in the event the Merchant fails to return the Equipment upon expiry or termination of these Terms and Conditions or the Equipment returned are damaged.

25. Notice

All notices, notifications, requests, demands, consents, approvals, agreements, or other communications (notices) to or by a party to these Terms and Conditions shall be in writing addressed to the receipt at the address set out below or at such other address as such party may specify from time to time in writing, If to Paycaps:

To,

PayCaps Technology

Plot No. 414, Building No. 1,

Property No.910, 9th Floor,  Citadel Tower, Business Bay. Email – info@paycaps.com

To the Merchant –

Merchant Name – ——————————————-

Merchant Address – —————————————–

Email: —————————–

Telephone /Mobile —————————–

Notices shall be deemed to duly made –

a. When delivered to the recipient at such address.

b. On receipt by the sender of confirmation of receipt by registered mail service.

c. And if such receipts are later than 03:00 PM 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 on the next such day in that place.

1. Terms and Conditions

a. “The MERCHANT” is required to read and accept our extended terms and conditions posted on our website at the time of registration, by the signature of these Terms and Conditions “The Merchant” agrees to our extended online terms and conditions along our privacy policies.

b. PayCaps reserve the rights to change or modify any of the T&C’s and charges at any point if time prior to notifying “the Merchant” on the new changes, any previous transactions prior to the changes will follow these Terms and Conditions dated before the transactions.

c. Merchant will not submit for payment, any transaction they know or ought to have known is illegal.

d. PayCaps will not accept from a merchant, any transaction PayCaps know or ought to have known is illegal.

e. On an ongoing basis, the merchant must promptly provide PayCaps with the current address of each of its offices, all “doing business as” (DBA) names used by the merchant, and a complete description of goods sold, and services provided to its customers.

f. The card schemes may at any time, immediately and without advance notice, prohibit the merchant from using any of the scheme marks for any reason.

g. The card schemes have the right to enforce any provision of the card scheme rules and to prohibit the merchant and/or its payment aggregator from engaging in any conduct the card schemes deem could injure or could create a risk of injury to the card schemes, including injury to reputation, or that could adversely affect the integrity of the interchange system, the card schemes confidential information as defined in the card scheme rules, or both.

h. The merchant will not take any action that could interfere with or prevent the exercise of this right by the card schemes.

i. The merchant agrees to provide information whether confidential or otherwise, to PayCaps for the purpose of fulfilling the obligations under these Terms and Conditions. Whenever required such information shall be received to PayCaps within four (4) calendar days.

j. The merchant shall co-operate with PayCaps and Acquiring Bank in respect of any issues arising out of a breach or potential breach of security in relation to the holding of confidential data and fraud/chargebacks.

k. Required liability provisions set out below, including that the merchant acknowledges and agrees –

1. To comply with all applicable card scheme rules, as amended from time to time.

2. That the card schemes are the sole and exclusive owner of the scheme marks.

3. Not to contest the ownership of the scheme marks for any reason.

4. To only submit transactions to PayCaps that are in respect of goods and/or services provided by the merchant to the cardholder.

5. To ensure that it prominently and unequivocally informs a cardholder of the identity of the merchant at all points of interaction, so that the cardholder can readily distinguish the merchant from any other third party, such as a supplier of products or services to the merchant and will ensure that its website:

a. Prominently displays the name of the Merchant.

b. Prominently identifies the name of the merchant as displayed on the website as both the merchant and as the name that will appear on the cardholder statement.

c. Display the merchant’s name and information as prominently as any other information depicted on the website, other than the images of the products or the services being offered, in accordance with the card scheme rules.

l. The Merchant will comply with all Applicable Laws and regulations.

m. Merchant will not submit any transaction to processor and PayCaps which belongs to any third party which is not known to PayCaps and its Acquiring Bank at the time of merchant on-boarding further, merchant held responsible fines and penalties which may arise from card brand scheme due to submission of such transactions.

n. If the card schemes de-register PayCaps as an IPSP and/or a payment aggregator or if PayCaps’ Acquiring Bank cease to be a member of either scheme for any reason or if PayCaps’ Acquiring Bank fail to have a valid license with either scheme to use any mark accepted by the merchant; in such circumstances the merchant contract must provide for automatic termination.

o. Merchant is responsible for the card acceptance policies and procedures of its business and website and may require any changes to its website or otherwise that PayCaps, or acquiring bank, deem necessary or appropriate to ensure that the merchant remains in compliance with the card scheme rules governing the use of the scheme marks.

p. In the event of any inconsistency between any provision of the merchant contract and the card scheme rules, the card scheme rules will take precedence.

2. Fair Acceptance

Merchant do not –

a. Undertake transactions for anything other than the genuine purchase of the goods and/or services that the merchant supplies.

b. Impose any minimum or maximum transaction values.

c. Discriminate against the use of cards in any way.

d. Split a transaction into two or more transactions.

e. Accept transactions relating to goods and/or services which fall outside the description of a merchant’s business without our prior written approval.

f. Accept a transaction or present transaction data for processing which was not undertaken directly between the merchant and the cardholder.

g. Accept or process transactions in order to give cash to cardholders in any direct or indirect way.

h. Accept any transaction using any card issued in the Merchants name or related to the nominated bank account or of a partner in, or director or other officer of merchant, or of the spouse or any member of the immediate family or household of any such person.

i. Submit transaction data which merchant know or ought to have known is illegal; or

j. Refund transactions to a card which was not originally used to make such transactions, and a merchant must not, under any circumstances, accept money from a cardholder in connection with processing a refund to the cardholder’s account.

k. 3DS Transactions

3D means the three-domain secure protocol developed by card schemes and for these Terms and Conditions includes “Verified by Visa” and “MasterCard Secure Code” and such other programs notified to merchant by PayCaps from time to time.

Merchants agree to conduct all the transactions using 3D secure programs. 3-D secure authentication will be always required and imposed by PayCaps and if the transactions are suspected to be fraudulent.

PayCaps shall not be liable for any delays in the authentication response time or other malfunctioning of 3-D Secure authentication, where such malfunctioning is caused by third parties such as, but not limited to, the issuer banks and their 3-D Secure providers.

l. Validity

These Terms and Conditions are valid for one year (subject to the trade license and (or) “The Merchant” permit expiry/renewal, “The Merchant” shall provide the renewal documentation to avoid settlement or account hold.

26. Exit Penalty for 12 Months Commitment

If the Merchant terminates the Services before the end of the minimum term, the Merchant shall be obliged to pay an early termination charge to PayCaps, which is calculated as monthly maintenance fees or (AED 49) x number of remaining contract month.

27. Force Majeure

Neither Party shall be liable to the other nor shall be in default if such Party is adversely affected due to circumstances beyond its reasonable control such as applicable laws, natural calamities, acts of God, threat of wars, riots, strikes, acts of Government, shortages of materials, industrial emergencies, etc.

28. Governing Law and Jurisdictions.

This T&C shall be governed by and construed in accordance with laws of the United Arab Emirates as applicable to the Emirates of Dubai.

All disputes related to or arising out of these Terms and Conditions shall be settled through conciliation between CEO’s of the parties , and where no mutually acceptable outcome to be achieved within thirty (30) days of reference of the matter to the CEO s of the parties , each of the parties agrees to irrevocably and unconditionally ,submit their dispute to the exclusive jurisdiction of the courts of Dubai, irrespective of whether the locations of the merchants is within or outside of UAE borders.

29. Miscellaneous

29.1. These Terms and Conditions constitutes the entire agreement between the Parties with respect to the subject matter of these Terms and Conditions and supersedes all prior arrangements between the Parties regarding such subject matter. These Terms and Conditions are on principal-to-principal basis. These Terms and Conditions does not create any agency or partnership or joint venture relationship

between PayCaps and the Merchant. The Merchant shall not assign or transfer any of its rights and liabilities to any third party. No failure on the part of PayCaps to exercise or delay in exercising any of its rights will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right. These Terms and Conditions may be altered, modified or supplemented by PayCaps from time to time upon providing written notification to the Merchant or by updating the Terms and Conditions uploaded at www.paycaps.com If any part of these Terms and Conditions is unenforceable because of any rule of law, public policy or for any other reason, such unenforceable provision shall be severed from these Terms and Conditions, and the remaining provisions of these Terms and Conditions shall remain in full force and effect. The provisions of these Terms and Conditions which by its nature survives shall survive the expiration or termination of these Terms and Conditions. These Terms and Conditions may be executed in two (2) or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.