VERTAS PULSE PAYMENT SERVICE PROVIDER L.L.C

TERMS AND CONDITIONS OF USE

Agreement governing access to and use of the Website, the Platform and the Services

Version 1.0  ·  Last updated: 25 September 2026  ·  https://vertaspulse.com/

Vertas Pulse Payment Service Provider L.L.C (LLC – SO)  ·  Office No. M17-201, Hor Al Anz East, Dubai, UAE

DET Licence No. 1648416  ·  Commercial Register No. 2916823  ·  [email protected]   ·  +971543896894

IMPORTANT NOTICE — PLEASE READ CAREFULLY. These Terms and Conditions of Use constitute a legally binding agreement concluded by electronic means between you and Vertas Pulse Payment Service Provider L.L.C. They govern every visit to, and every use of, the Website, the Platform, the Account, the API and the Services. By accessing the Website, submitting any form, creating an Account, logging in, integrating the API, initiating any Payment Order or otherwise using any Service, you confirm that you have read these Terms in full, that you have understood them, that you have had the opportunity to obtain independent legal advice, and that you accept them without reservation. If you do not accept these Terms in their entirety, you must not access the Website and must immediately cease any use of the Platform and the Services.

Articles 9 (Fees, Settlement and Set-Off), 10 (Chargebacks, Refunds and Scheme Fines), 12 (Prohibited Activities), 13 (Financial Crime Compliance), 20 (Limitation of Liability), 21 (Indemnification), 22 (Suspension and Termination) and 26 (Governing Law and Dispute Resolution) contain provisions that limit the liability of the Company, allocate financial risk to the Client, permit the Company to withhold, suspend or refuse transactions, and require disputes to be resolved by arbitration. You are specifically requested to read those Articles with particular care.

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms, unless the context otherwise requires, the following capitalised words and expressions shall have the meanings set out below:

“Account” means the personal or corporate account opened in the name of a Client on the Platform following successful completion of the Onboarding Procedure, together with the associated personal cabinet, dashboard, sub-accounts, balances display, reporting tools, API credentials and settings.

“Acquirer” means a bank or other financial institution licensed by a Card Scheme and by its competent regulator to acquire Card transactions and to settle the proceeds of such transactions.

“AML/CFT Legislation” means all laws, regulations, resolutions, circulars, guidance notes and standards applicable in the United Arab Emirates and in any other relevant jurisdiction concerning the prevention of money laundering, the financing of terrorism, the financing of the proliferation of weapons of mass destruction, bribery, corruption, fraud, tax evasion and other financial crime, including Federal Decree-Law No. (10) of 2025 Regarding the Combating of Money Laundering Crimes, the Combating of the Financing of Terrorism and the Financing of Proliferation, its Executive Regulations, Cabinet Resolution No. (74) of 2020 Regarding the Terrorism Lists Regulation and the Implementation of UN Security Council Resolutions, and the standards and guidance of the Financial Action Task Force (FATF), in each case as amended, supplemented or replaced from time to time.

“Alternative Payment Method” or “APM” means any Payment Method other than a Card, including local and international e-wallets, bank transfers, open banking payment initiation, mobile and carrier billing, vouchers and any other method made available by the Company from time to time.

“API” means the application programming interface, endpoints, protocols, libraries, software development kits, webhooks, sandbox environments, sample code and technical documentation made available by the Company to enable the Client to integrate with the Platform.

“Applicable Law” means all laws, decree-laws, regulations, resolutions, circulars, rules, orders, judgments, directions, standards and binding guidance of any Competent Authority, together with the Scheme Rules, in each case as applicable to a Party, to the Services or to a Transaction.

“Authorised User” means any natural person designated by the Client and approved by the Company to access and operate the Account on behalf of the Client, including directors, officers, employees and duly authorised agents.

“Beneficial Owner” means any natural person who ultimately owns or controls the Client, whether directly or indirectly, through ownership of shares, voting rights or other means of control, or on whose behalf a Transaction is conducted, as defined in the AML/CFT Legislation.

“Bulk Payment” means a Payment Order, or a set of Payment Orders submitted in a single file, batch or API call, instructing the transfer of funds to a plurality of Recipients, including payroll payments, payments to contractors, freelancers, partners and affiliates, commissions, cashback and refunds.

“Business Day” means a day other than a Saturday, a Sunday or an official public holiday in the Emirate of Dubai on which banks in Dubai are generally open for business.

“Card” means a payment card bearing the brand of a Card Scheme, including Visa (including Visa Electron) and Mastercard (including Maestro) debit, credit and prepaid cards, and any other card brand supported by the Company from time to time.

“Card Scheme” means Visa, Mastercard and any other card payment scheme, network or association whose Cards are accepted through the Services.

“CBUAE” means the Central Bank of the United Arab Emirates.

“CBUAE Law” means Federal Decree-Law No. (6) of 2025 Regarding the Central Bank, Regulation of Financial Institutions and Activities, and Insurance Business, together with all regulations, circulars, standards and decisions issued or continued in force thereunder, including the Retail Payment Services and Card Schemes Regulation, as amended, supplemented or replaced from time to time.

“Chargeback” means a reversal, in whole or in part, of a Transaction initiated by a Payer, an Issuer, a Card Scheme or a Payment Method Provider, whether on grounds of fraud, dispute, authorisation, processing error or otherwise, together with all associated representment, pre-arbitration and arbitration stages.

“Client”, “you” or “your” means any natural person acting in a business or professional capacity, sole proprietor, freelancer or legal entity that has applied for, or has been granted, access to the Services, including a Merchant, and, where the context requires, its Authorised Users.

“Company”, “Vertas Pulse”, “we”, “us” or “our” means Vertas Pulse Payment Service Provider L.L.C (in Arabic: فيرتاس بولز موفر خدمات الدفع ذ.م.م), a limited liability company – single owner (LLC – SO) incorporated in the Emirate of Dubai, United Arab Emirates, in accordance with Federal Decree-Law No. (32) of 2021 on Commercial Companies, holding licence No. 1648416 and registered in the Commercial Register under No. 2916823, issued by the Department of Economy and Tourism of Dubai (DET), with the registered activity “Payment Services Provider”, with its registered address at Office No. M17-201, property of Mohammed Salem Bakhit Al Bakhit Al Falasi, Hor Al Anz East, Dubai, United Arab Emirates, together with its lawful successors and permitted assigns.

“Competent Authority” means any governmental, supranational, regulatory, supervisory, judicial, law enforcement, tax or free zone authority, court or tribunal having jurisdiction over a Party, the Services or a Transaction, including the CBUAE, the UAE Financial Intelligence Unit, the Executive Office for Control and Non-Proliferation, the UAE Data Office and the Department of Economy and Tourism of Dubai.

“Confidential Information” has the meaning given in Article 17.

“Customer” or “Payer” means any person who makes, or attempts to make, a payment to a Merchant by means of the Services, including by Card, APM, Payment Link, Invoice or Payment Page.

“Data Protection Legislation” means Federal Decree-Law No. (45) of 2021 Regarding the Protection of Personal Data and its Executive Regulations (when and as issued), the data protection provisions of the CBUAE Law and of the CBUAE consumer protection framework, and, to the extent applicable, Regulation (EU) 2016/679 (GDPR), the UK GDPR and Data Protection Act 2018, the California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA/CPRA), and any other data protection law applicable to the processing of Personal Data under these Terms.

“Fees” means all fees, commissions, charges, rates and other amounts payable by the Client to the Company as set out in the Pricing Schedule, the Merchant Agreement or these Terms.

“Force Majeure Event” has the meaning given in Article 23.

“Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trademarks, service marks, trade names, domain names, rights in get-up, goodwill, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered, and all applications, renewals and extensions thereof, subsisting in any part of the world.

“Invoice” means a payment request generated through the Platform in electronic or PDF form and sent by the Client to a Customer for payment through the Services.

“Issuer” means the bank or other institution that has issued a Card or other payment instrument to a Payer.

“KYC Documentation” means all information, documents, declarations, certifications and evidence requested by the Company for the purposes of customer due diligence, enhanced due diligence, identification and verification of the Client, its Beneficial Owners, directors, Authorised Users and Recipients, and ongoing monitoring under the AML/CFT Legislation.

“Merchant” means a Client that uses the Services to accept payments from Customers for goods, services or digital content supplied by it.

“Merchant Agreement” means any separate written or electronic agreement, application form, service order, pricing annex or addendum concluded between the Company and a Client that specifies the commercial, operational or risk terms applicable to the Services provided to that Client.

“Onboarding Procedure” means the application, registration, verification, risk assessment and approval process described in Article 5.

“Partner Institution” means any Acquirer, bank, payment institution, electronic money institution, stored value facility provider, money transfer operator, Payment Method Provider, Card Scheme member or other duly licensed financial institution with which the Company cooperates in the provision of the Services.

“Party” means the Company or the Client, and “Parties” means both of them.

“Payment Link” means a unique hyperlink or QR code generated through the Platform that directs a Customer to a Payment Page for the purpose of paying a specified amount to a Merchant.

“Payment Method” means a Card or an APM made available through the Services.

“Payment Method Provider” means any third party that operates, issues or administers an APM.

“Payment Order” means any instruction given by the Client, or by a Customer through the Merchant’s integration, via the Platform, the API, a file upload or any other channel accepted by the Company, requesting the execution of a Transaction, including a pay-out, a Bulk Payment, a Recurring Payment, a Split Payment or a refund.

“Payment Page” means the hosted or embedded payment form made available by the Company, including any customised Payment Page bearing the Client’s branding.

“PCI DSS” means the Payment Card Industry Data Security Standard and related standards issued by the PCI Security Standards Council, as amended from time to time.

“Personal Data” has the meaning given in the Data Protection Legislation and includes any information relating to an identified or identifiable natural person.

“Platform” means the Company’s proprietary payment processing, routing, orchestration, risk management, reporting and analytics system, including the Website, the Account interface, the Payment Pages, the API and all related software, infrastructure and documentation.

“Pricing Schedule” means the schedule of Fees communicated to the Client in writing, in the Account or in the Merchant Agreement, as amended in accordance with these Terms.

“Privacy Policy” means the Company’s Privacy Policy published on the Website, as amended from time to time, which forms an integral part of these Terms.

“Prohibited Activities” means the activities, business categories and conduct described in Article 12 and in any list of prohibited or restricted business types communicated by the Company or required by a Partner Institution or the Scheme Rules.

“Recipient” means any person designated by the Client as the beneficiary of a Payment Order, including payees of Bulk Payments and beneficiaries of Split Payments.

“Recurring Payment” means a series of Transactions debited from a Payer’s Payment Method at agreed intervals on the basis of a single mandate or consent given by that Payer to the Merchant.

“Regulated Activity” means any activity which, under the CBUAE Law or other Applicable Law, may only be carried on by a person holding a licence, authorisation or registration issued by a Competent Authority, including merchant acquiring, payment account issuance, payment aggregation, domestic and cross-border fund transfers, stored value facilities and currency exchange.

“Sanctions” means any economic, financial or trade sanctions, embargoes or restrictive measures administered, enacted or enforced by the United Arab Emirates (including the Local Terrorist List issued by the UAE Cabinet), the United Nations Security Council, the European Union, the United Kingdom (HM Treasury / OFSI), the United States of America (OFAC and the U.S. Department of State) or any other Competent Authority relevant to the Company or a Partner Institution.

“Scheme Rules” means the rules, by-laws, operating regulations, standards, monitoring programmes and procedures of the Card Schemes, the Payment Method Providers and the Partner Institutions, as amended from time to time.

“Services” means the payment processing, gateway, orchestration, pay-out, Bulk Payment, B2B payment, Recurring Payment, Split Payment, Payment Link, Invoice, Payment Page, reporting, analytics, anti-fraud, technical integration and support services, and any other service described on the Website or in a Merchant Agreement, provided by the Company directly or through Partner Institutions.

“Settlement” means the transfer to the Client’s designated bank account of the net proceeds of Transactions, after deduction of Fees, refunds, Chargebacks, Scheme fines and any other amounts due to the Company or a Partner Institution.

“Split Payment” means a Transaction in which a single payment from a Customer is, by instruction of the Client, automatically allocated among two or more Recipients.

“Terms” means these Terms and Conditions of Use, including all documents incorporated by reference, as amended from time to time.

“Transaction” means any payment, pay-out, transfer, refund, reversal, Chargeback or other movement of funds processed, or attempted to be processed, by means of the Services.

“UAE” means the United Arab Emirates.

“Website” means the website located at https://vertaspulse.com/, all of its sub-domains and pages, and any successor website operated by the Company.

1.2 Interpretation

In these Terms, unless the context otherwise requires:

(a) headings are inserted for convenience only and shall not affect the construction or interpretation of any provision;

(b) words in the singular include the plural and vice versa, and words importing any gender include every gender;

(c) references to a “person” include any natural person, sole proprietorship, company, corporation, partnership, trust, association, governmental body or other entity, whether or not having separate legal personality;

(d) references to any law, decree-law, regulation, resolution or circular include that instrument as amended, extended, consolidated, re-enacted or replaced from time to time and any subordinate legislation made under it;

(e) the words “including”, “include”, “in particular” and “for example” and any similar expression shall be construed as illustrative and shall not limit the generality of the preceding words;

(f) references to “writing” or “written” include email and communications through the Account, and references to a document being “signed” include signature by electronic means in accordance with Federal Decree-Law No. (46) of 2021 on Electronic Transactions and Trust Services;

(g) references to days are to calendar days unless Business Days are expressly specified, and any period expressed in days shall be computed in accordance with the Gregorian calendar;

(h) any obligation of a Party not to do something includes an obligation not to permit or cause that thing to be done; and

(i) no rule of construction shall apply to the disadvantage of a Party on the basis that that Party prepared these Terms or any part of them.

ARTICLE 2 — SCOPE, ACCEPTANCE AND CONTRACTUAL FRAMEWORK

2.1 Subject Matter

These Terms govern (a) the access to and use of the Website by any visitor, whether or not registered; (b) the application for, opening, operation and closure of an Account; and (c) the provision of the Services by the Company to the Client, directly or through Partner Institutions. These Terms apply to all Clients irrespective of their country of incorporation, residence or operation.

2.2 Formation of the Contract by Electronic Means

The Parties expressly agree that these Terms are concluded by electronic means and that the Client’s acceptance, expressed by ticking an acceptance box, clicking a button labelled “Register”, “Sign up”, “I agree”, “Submit”, “Log in” or any equivalent, or by using any Service, constitutes a valid electronic expression of will and an electronic signature having the same legal effect as a handwritten signature pursuant to Federal Decree-Law No. (46) of 2021 on Electronic Transactions and Trust Services. The Client waives any objection to the validity, enforceability or admissibility in evidence of these Terms on the ground that they were concluded, accepted or stored electronically.

2.3 Business Use Only

The Services are designed and offered exclusively for business, commercial and professional purposes. The Client represents and warrants that it enters into these Terms and uses the Services solely in the course of its trade, business, craft or profession and not as a consumer. To the extent that any mandatory consumer protection legislation nevertheless applies to a Client, nothing in these Terms shall exclude or limit any right which cannot lawfully be excluded or limited, and these Terms shall be construed accordingly.

2.4 Merchant Agreement and Order of Precedence

The provision of the Services to a Client may additionally be subject to a Merchant Agreement. The Merchant Agreement, the Pricing Schedule, the Privacy Policy, the API documentation and any other policy expressly referred to in these Terms form an integral part of the contractual relationship between the Parties. In the event of any conflict or inconsistency between these documents, the following order of precedence shall apply, in descending order: (a) the Merchant Agreement, with respect to the commercial, operational and risk terms it specifically regulates; (b) the Pricing Schedule; (c) these Terms; (d) the Privacy Policy; and (e) the API documentation and any other policy or guidance published by the Company. Notwithstanding the foregoing, the provisions of Articles 12, 13, 14 and 26 of these Terms shall prevail over any conflicting provision of any other document unless that document expressly refers to and derogates from the relevant Article.

2.5 Scheme Rules and Partner Institution Requirements

The Client acknowledges that the Services depend on the cooperation of Partner Institutions and on access to Card Schemes and Payment Method Providers, each of which imposes its own rules. The Client agrees to comply with all Scheme Rules and with all requirements that a Partner Institution communicates to the Client through the Company. Where a Scheme Rule or a requirement of a Partner Institution is stricter than these Terms, the stricter requirement shall apply.

ARTICLE 3 — THE COMPANY, REGULATORY STATUS AND PARTNER INSTITUTIONS

3.1 Identity of the Company

The Website and the Platform are owned and operated by Vertas Pulse Payment Service Provider L.L.C (in Arabic: فيرتاس بولز موفر خدمات الدفع ذ.م.م), a limited liability company – single owner (LLC – SO) incorporated in the Emirate of Dubai, United Arab Emirates, in accordance with Federal Decree-Law No. (32) of 2021 on Commercial Companies, holding licence No. 1648416 and registered in the Commercial Register under No. 2916823, issued by the Department of Economy and Tourism of Dubai (DET), with the registered activity “Payment Services Provider”, with its registered address at Office No. M17-201, property of Mohammed Salem Bakhit Al Bakhit Al Falasi, Hor Al Anz East, Dubai, United Arab Emirates, telephone +971543896894, email [email protected].

3.2 Scope of the Company’s Own Activities

The Company carries on business within the scope of the activities permitted under its licence and under Applicable Law. The Company provides, in particular, the technological infrastructure of the Platform, payment gateway and orchestration technology, transaction routing, integration and technical support, risk and fraud management tools, reporting and analytics, and the commercial and operational coordination of the Services delivered in cooperation with Partner Institutions.

3.3 Regulated Activities Performed by Partner Institutions

To the extent that any component of the Services constitutes a Regulated Activity in the UAE under the CBUAE Law, or in any other jurisdiction under the Applicable Law of that jurisdiction, such component is performed by, through or in partnership with one or more Partner Institutions holding the licence, authorisation or registration required for that Regulated Activity, and the Company acts within the limits of its own licence, including as technical service provider, gateway operator, agent, distributor or introducer of the relevant Partner Institution, as the case may be. The identity of the Partner Institution responsible for a Regulated Activity performed for a particular Client shall be disclosed to that Client in the Merchant Agreement, in the Account or upon written request, subject to any confidentiality restrictions imposed by the Partner Institution.

3.4 No Banking or Deposit-Taking Services

The Company is not a bank and does not accept deposits from the public, grant credit, issue electronic money or operate stored value facilities in its own name. Balances displayed in the Account represent a record of amounts processed, payable or pending in relation to the Client’s Transactions. Funds received for the Client’s benefit are held and safeguarded by the relevant Partner Institution in accordance with the Partner Institution’s licence, its safeguarding arrangements and Applicable Law. No interest, return or yield shall accrue to the Client on any balance, and no balance shall be construed as a deposit protected by any deposit guarantee scheme.

3.5 Changes in Regulatory Status

The Company may, at any time, obtain additional licences, change its Partner Institutions, restructure the manner in which any Service is provided or transfer the provision of any Service to an affiliate or Partner Institution where this is required or advisable in order to comply with Applicable Law, including the transitional and licensing requirements introduced by the CBUAE Law. The Company shall inform affected Clients of any such change that materially affects their rights, and the Client agrees to execute any document, provide any information and accept any additional terms reasonably required to give effect to such change.

3.6 Statements on the Website

Descriptive, promotional and statistical statements on the Website, including statements concerning conversion rates, approval rates, availability percentages, the number of supported Payment Methods, the speed of Settlement or the absence of particular fees, are provided for general information purposes only, reflect the Company’s operational objectives and typical experience, and do not constitute a warranty, guarantee or contractual commitment unless expressly incorporated into a Merchant Agreement.

ARTICLE 4 — ELIGIBILITY, CAPACITY AND AUTHORITY

4.1 Eligibility Conditions

The Services are available only to persons who satisfy all of the following conditions, and the Client represents and warrants, on the date of acceptance of these Terms and on each day on which it uses the Services, that:

(a) if a natural person, it is at least eighteen (18) years of age, or the age of full legal capacity in its jurisdiction of residence if higher, and is not subject to any legal incapacity, guardianship or restriction on its capacity to contract;

(b) if a legal entity, it is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and holds all licences, permits, registrations and approvals required to carry on its business and to sell the goods or services for which it uses the Services;

(c) the natural person accepting these Terms on behalf of a legal entity has full power and authority, under the constitutional documents of that entity and under a valid resolution, power of attorney or other authorisation, to bind that entity;

(d) neither the Client nor any of its Beneficial Owners, directors, officers, Authorised Users or, to the best of its knowledge, its Customers or Recipients, is a person designated on, owned or controlled by, or acting on behalf of any person designated on, any Sanctions list, or is located, organised or resident in a country or territory subject to comprehensive Sanctions;

(e) it is not, and has not been, the subject of any listing in the MATCH (Member Alert to Control High-Risk Merchants) database, the Visa Merchant Alert Service or any equivalent database maintained by a Card Scheme or Payment Method Provider, save as disclosed in writing to the Company prior to onboarding;

(f) it does not carry on any Prohibited Activity; and

(g) its use of the Services does not breach any Applicable Law, court order or contractual obligation binding upon it.

4.2 Right to Refuse

The Company reserves the right, in its sole discretion and without being obliged to give reasons (save where the provision of reasons is required by Applicable Law and is not prohibited by the AML/CFT Legislation), to refuse any application for an Account, to refuse to provide any particular Service or Payment Method, to limit the countries, currencies or business categories served, or to make the provision of any Service subject to additional conditions.

ARTICLE 5 — REGISTRATION, ONBOARDING AND DUE DILIGENCE

5.1 Application

To apply for the Services, the Client shall submit a connection request through the Website or directly to the Company, specifying its typical transaction volumes, payment scenarios, business model, target markets and any other information requested. Registration on the Website does not by itself entitle the Client to use any Service; the Client may use the Services only once the Company has confirmed, in writing or through the Account, that the Onboarding Procedure has been completed successfully.

5.2 Information to Be Provided

During the Onboarding Procedure and at any time thereafter upon request, the Client shall provide complete, accurate, current and not misleading information and KYC Documentation, which may include, without limitation:

(a) the full legal name, trade name, legal form, registration number, date and place of incorporation, registered and operating addresses, and tax registration number of the Client;

(b) certified copies of the certificate of incorporation, trade or commercial licence, memorandum and articles of association, register of shareholders and directors, and any certificate of incumbency or good standing;

(c) the identity documents, proof of residential address and, where applicable, source of wealth and source of funds evidence of each Beneficial Owner holding twenty-five per cent (25%) or more, or such lower threshold as Applicable Law or the Company’s risk-based approach requires, of each director and of each Authorised User;

(d) a description of the goods and services offered, the URLs of all websites and applications on which the Services will be used, the merchant category, the refund, delivery and complaints policies, and the expected monthly and average transaction volumes, ticket sizes and geographic distribution of Customers;

(e) the details of the bank account(s) designated for Settlement, which shall be held in the name of the Client with a duly licensed bank, together with evidence of ownership;

(f) financial statements, bank statements, processing history and Chargeback history with previous payment service providers; and

(g) any other information or document required by the AML/CFT Legislation, the Scheme Rules, a Partner Institution or the Company’s internal policies.

5.3 Verification and Third-Party Checks

The Client authorises the Company and the Partner Institutions to verify, directly or through third-party service providers, the information and documents provided, including by consulting public registers, commercial databases, credit reference agencies, fraud prevention agencies, Sanctions and politically exposed persons screening tools, Card Scheme databases and adverse media sources, and to request certified, notarised, apostilled or legalised copies of any document and certified translations into English or Arabic.

5.4 Ongoing Due Diligence and Updates

The Client shall notify the Company in writing within five (5) Business Days of any change to the information provided during the Onboarding Procedure, including any change of ownership, control, directors, Authorised Users, business model, products, websites, registered address, licences or Settlement account, and of any investigation, proceedings, insolvency event or regulatory action concerning the Client or its Beneficial Owners. The Company may carry out periodic reviews and may at any time require the Client to update or supplement its KYC Documentation. Failure to provide requested information within the time specified by the Company entitles the Company to suspend the Services in accordance with Article 22.

5.5 Accuracy of Information

The Client is solely responsible for the accuracy, completeness and truthfulness of all information provided. The provision of false, inaccurate, incomplete or misleading information constitutes a material breach of these Terms and may, in addition, constitute a criminal offence under Applicable Law, which the Company may be obliged to report to the Competent Authorities.

5.6 Assistance with Bank Account Opening

Where the Company, at the Client’s request, provides assistance or introductions in connection with the opening of a bank account with a third-party bank, the Company does so as a courtesy only. The decision to open an account rests exclusively with the relevant bank, the Company gives no assurance as to the outcome, and the Company shall have no liability in respect of any refusal, delay, condition or closure imposed by such bank.

ARTICLE 6 — ACCOUNT, CREDENTIALS AND SECURITY

6.1 Credentials

Upon approval, the Company shall issue or enable the Client to create login credentials, passwords, one-time passcodes, API keys, secret keys, signing keys and other security credentials (collectively, “Credentials”). Credentials are personal to the Client and to each Authorised User and shall not be shared, disclosed, sold or transferred to any third party.

6.2 Security Obligations of the Client

The Client shall at all times:

(a) keep all Credentials strictly confidential and store them securely, using encryption and access controls consistent with industry good practice;

(b) enable two-factor authentication and any other security feature offered by the Company;

(c) restrict access to the Account and to API keys to Authorised Users who strictly need such access, and promptly revoke the access of any person who ceases to be an Authorised User;

(d) ensure that the systems, servers, devices and networks used to access the Platform are protected by up-to-date anti-malware software, firewalls, patches and security configurations;

(e) use IP whitelisting, request signing and other integration security measures specified in the API documentation;

(f) not attempt to access any account, data or system other than its own; and

(g) notify the Company immediately, and in any event within twenty-four (24) hours, by email to [email protected] and by telephone at +971543896894, upon becoming aware of, or suspecting, any loss, theft, compromise or unauthorised use of any Credentials or any security incident affecting the Account.

6.3 Responsibility for Activity in the Account

Any Payment Order, instruction or action submitted through the Account or the API using the Client’s Credentials shall be deemed to have been authorised by the Client, and the Client shall be fully liable for it, unless and until the Client has notified the Company of a compromise in accordance with Article 6.2(g) and the Company has had a reasonable opportunity to act upon such notification. The Company shall not be liable for any loss arising from the Client’s failure to comply with this Article 6.

6.4 Protective Measures by the Company

The Company may, without prior notice and without liability, block access to the Account, revoke or reset Credentials, require re-authentication or suspend the processing of Payment Orders where it reasonably suspects unauthorised access, fraud, a security threat or a breach of these Terms, and shall inform the Client as soon as practicable, unless doing so would compromise security or is prohibited by Applicable Law.

ARTICLE 7 — DESCRIPTION OF THE SERVICES

7.1 General

Subject to the successful completion of the Onboarding Procedure, to these Terms, to any Merchant Agreement and to the availability of Partner Institutions for the Client’s business profile, the Company makes available the Services described in this Article 7. The specific Services, Payment Methods, currencies, countries and limits enabled for each Client are determined by the Company on a case-by-case basis and are indicated in the Account or the Merchant Agreement.

7.2 Payment Gateway and Acceptance of Payments

The Company provides a payment gateway enabling the Merchant to accept payments from Customers on websites, online stores, mobile applications and other channels, by Cards (including Visa, Visa Electron, Mastercard and Maestro) and by the APMs enabled for the Merchant, with automatic adaptation of the available Payment Methods to the Customer’s country and currency where supported. Transactions may be routed by the Company, using smart routing and failover logic, to one or more Acquirers or Partner Institutions selected by the Company in its discretion with a view to optimising acceptance, cost and resilience. The Merchant acknowledges that routing decisions are made by the Company and that the Merchant has no right to require the use of any particular Partner Institution unless otherwise agreed in the Merchant Agreement.

7.3 B2B Payments

The Company enables the Client to accept payments from, and make payments to, business counterparties by Card, bank transfer, payment by invoice and other enabled Payment Methods. The Client remains solely responsible for the underlying commercial relationship with its counterparties, including the issuance of commercial invoices, the determination of payment terms and the compliance of each payment with Applicable Law, including tax, customs, foreign exchange control and Sanctions requirements.

7.4 Bulk Payments and Pay-outs

The Company enables the Client to transfer funds to multiple Recipients by uploading a payment file in the format specified by the Company or by submitting instructions through the API. The system automatically routes each payment according to the Recipient’s bank, card, wallet or other identifier. The Client acknowledges and agrees that:

(a) Bulk Payments may be funded only from amounts available to the Client in the Account or from funds pre-transferred by the Client in accordance with the Company’s instructions, and the Company shall have no obligation to execute any Payment Order for which cleared funds covering the full amount and all associated Fees are not available;

(b) the Client is solely responsible for the accuracy and completeness of all Recipient data, including names, account numbers, IBANs, card numbers, wallet identifiers, amounts and currencies, and the Company shall execute Payment Orders solely on the basis of the unique identifiers provided, without any obligation to verify the correspondence between a Recipient’s name and its identifier, except where such verification is required by Applicable Law or performed by a Partner Institution;

(c) the Client shall perform its own due diligence on its Recipients, shall ensure that each payment has a lawful underlying purpose, and shall provide to the Company, upon request, information and evidence regarding any Recipient and the purpose of any payment;

(d) each Recipient and each individual payment within a Bulk Payment is subject to Sanctions screening, fraud screening and AML/CFT monitoring, and the Company may reject, hold or return any individual payment without affecting the remainder of the batch; and

(e) Fees for Bulk Payments are charged only for payments that are successfully executed, unless otherwise stated in the Pricing Schedule.

7.5 Recurring Payments

The Company enables the Merchant to debit Customers automatically at agreed intervals for subscription-based services on the basis of a single mandate. The Merchant shall: (a) obtain the Customer’s express, informed and verifiable consent to the Recurring Payment before the first debit, including clear disclosure of the amount or the method of calculating it, the frequency, the start date, the duration, any trial period and the conditions and procedure for cancellation; (b) retain evidence of such consent for the period required by the Scheme Rules and Applicable Law and produce it upon request; (c) send the Customer any pre-debit notification and trial-expiry reminder required by the Scheme Rules; (d) provide an easy online cancellation mechanism and cease debits promptly upon cancellation; and (e) comply with any grace-period, retry and insufficient-funds rules configured in the Platform and required by the Scheme Rules. The Merchant shall bear all Chargebacks and losses arising from Recurring Payments processed without valid consent or after cancellation.

7.6 Split Payments

The Company enables the Client to instruct the automatic allocation of a single Customer payment among several Recipients, including sellers, platforms, delivery services, insurers and partners. The Client warrants that it has a valid contractual and legal basis to instruct each allocation, that each Recipient has been onboarded or identified to the extent required by the Company, and that the use of Split Payments does not constitute Transaction laundering, unlicensed payment aggregation or any other Prohibited Activity. The Client shall remain liable towards the Company for all Chargebacks, refunds and losses relating to the entire Transaction, irrespective of its allocation among Recipients, unless otherwise agreed in writing.

7.7 Payment Links, Invoices and QR Codes

The Company enables the Client to generate Payment Links, PDF Invoices and QR codes and to send them to Customers by email, SMS, messaging applications (including Telegram, WhatsApp and Viber), social media or printed materials. The Client is solely responsible for (a) ensuring that each Payment Link or Invoice accurately describes the goods or services, the amount, the currency and the identity of the Client; (b) sending Payment Links only to intended Customers and through lawful channels, in compliance with applicable anti-spam and electronic communications legislation; and (c) preventing the misuse, forwarding or publication of Payment Links by unauthorised persons.

7.8 Customised Payment Pages

The Company enables the Client to customise the appearance of the Payment Page, including logo, brand colours, fonts, field layout, background images and button text. The Client warrants that it holds all Intellectual Property Rights or licences necessary for any materials it uploads, that such materials are not misleading, unlawful, offensive or infringing, and that the Payment Page will at all times display the information required by the Scheme Rules and Applicable Law, including the Client’s identity, the transaction amount and currency, and links to the Client’s terms, refund policy and privacy policy. The Company may reject or remove any customisation that breaches this Article 7.8 or that could compromise security, Card Scheme compliance or the Customer experience.

7.9 Reporting and Analytics

The Account provides dashboards, filters, charts, real-time Transaction status, amounts in transit and available for withdrawal, conversion funnel analytics and report export functions. Reports are generated automatically from the Platform’s data and are provided for information and reconciliation purposes. In the event of any discrepancy between a report displayed in the Account and the records of the Company or a Partner Institution, the records of the Company or the Partner Institution shall prevail, save for manifest error, without prejudice to the Client’s right to dispute a Transaction in accordance with Article 8.8.

7.10 API and Integration

The Client may integrate with the Platform by means of the API, which permits, among other things, the retrieval of user and payment information, the creation of payments and transfers and the search for Transactions. The Client shall use the API strictly in accordance with the API documentation, shall test its integration in the sandbox environment before going live, and shall not transmit to the Platform any Card data except through the Company’s secure hosted fields, tokenisation mechanisms or other PCI DSS-compliant channels approved by the Company. The Company may change, version, deprecate or discontinue any API endpoint on reasonable notice and shall use reasonable efforts to maintain backward compatibility or provide migration guidance.

7.11 Support and Account Management

The Company provides technical support and may assign a dedicated account manager, on the terms specified in the Pricing Schedule. Support is provided through the channels indicated on the Website and in the Account. Response times indicated by the Company are targets and not binding service levels unless expressly agreed in a Merchant Agreement.

7.12 Changes to the Services

The Company may modify, enhance, reduce, replace or discontinue any Service, Payment Method, feature, currency, country coverage or Partner Institution at any time for legal, regulatory, security, risk, technical or commercial reasons. Where such change materially and adversely affects the Client, the Company shall give reasonable prior notice, save where the change is required by a Competent Authority, a Card Scheme or a Partner Institution, or is necessary to address a security or financial crime risk, in which case notice may be given as soon as practicable thereafter.

ARTICLE 8 — PAYMENT ORDERS, EXECUTION AND REFUSAL

8.1 Submission of Payment Orders

Payment Orders shall be submitted exclusively through the Account, the API, file upload or any other channel expressly approved by the Company, and shall contain all information required by the Platform. A Payment Order is deemed received by the Company when it has been successfully submitted to and acknowledged by the Platform. Payment Orders received after the cut-off time published by the Company, or on a day that is not a Business Day, may be deemed received on the following Business Day.

8.2 Execution

The Company shall use commercially reasonable efforts to execute, or procure the execution by a Partner Institution of, each valid Payment Order within the execution times indicated in the Account or the Merchant Agreement. Execution times depend on the Payment Method, the Recipient’s bank or provider, the currency, the destination country, correspondent banking arrangements, Sanctions and compliance screening and other factors outside the Company’s control, and are therefore indicative only.

8.3 Irrevocability

Once a Payment Order has been received and accepted for processing, it may not be revoked or amended by the Client, save where the Platform expressly allows cancellation of a pending Payment Order or the Company, at its discretion and without any obligation, agrees to attempt a recall. The Company does not guarantee the success of any recall and may charge a fee for recall attempts.

8.4 Right to Refuse, Delay or Hold

The Company and any Partner Institution may refuse to execute, delay, hold, reject or return any Payment Order or Transaction, in whole or in part, where:

(a) the Payment Order is incomplete, inaccurate, ambiguous or not in the required format;

(b) insufficient cleared funds are available to cover the Payment Order and all related Fees;

(c) the Payment Order exceeds any limit applicable to the Client, the Payment Method or the Recipient;

(d) the Company or a Partner Institution suspects fraud, unauthorised use, money laundering, terrorist financing, proliferation financing, Sanctions evasion, a Prohibited Activity or any other breach of Applicable Law or these Terms;

(e) additional information or documents are required to complete Sanctions, fraud or AML/CFT screening, or to comply with a request from a Competent Authority or Partner Institution;

(f) execution would breach Applicable Law, the Scheme Rules, a court order or the instruction of a Competent Authority; or

(g) the Account is suspended or the Client is in breach of any payment obligation towards the Company.

Where permitted by Applicable Law, the Company shall inform the Client of the refusal and, where possible, of the reasons for it and the procedure for correcting any factual error; however, the Company shall not be obliged to provide any information whose disclosure is prohibited by the AML/CFT Legislation or would constitute tipping-off.

8.5 Returned and Failed Payments

Where a Payment Order is rejected or returned by a Recipient’s bank or provider, the returned amount shall be credited to the Account net of any charges imposed by intermediary or receiving institutions and of any applicable Fees, and any currency conversion loss shall be borne by the Client.

8.6 Currency Conversion

Where a Transaction involves a currency conversion, the exchange rate applied shall be the rate determined by the Company or the relevant Partner Institution at the time of conversion, which may include a margin disclosed in the Pricing Schedule. The Client bears all exchange rate risk. Indicative rates displayed before execution are not binding unless expressly stated to be guaranteed for a specified period.

8.7 Limits

The Company may set, and vary at any time, transaction, daily, monthly, per-Recipient and aggregate limits for the Client on the basis of its risk assessment, the requirements of Partner Institutions and Applicable Law.

8.8 Reconciliation and Notification of Errors

The Client shall review all reports, statements and Transaction records made available in the Account promptly upon their availability and shall notify the Company in writing of any unauthorised, incorrectly executed, duplicated or missing Transaction without undue delay and in any event within thirty (30) days of the date on which the relevant Transaction was, or should have been, recorded in the Account. If the Client fails to notify the Company within such period, the Transaction records shall be deemed accepted by the Client, save for manifest error or fraud by the Company.

ARTICLE 9 — FEES, SETTLEMENT, WITHDRAWAL AND SET-OFF

9.1 Fees

Any set-up, connection or onboarding fee shall be payable only if and to the extent stated in the Pricing Schedule. The Client shall pay the Fees set out in the Pricing Schedule, which, may, in particular, consist of a commission charged on each successfully completed Transaction, calculated on a case-by-case basis according to the Client’s monthly turnover, business category, risk profile, Payment Methods and geographies. The Pricing Schedule may, where agreed, additionally provide for Chargeback handling fees, refund fees, currency conversion margins, pay-out fees, recall fees, fees for additional compliance reviews and pass-through fees imposed by Partner Institutions, Card Schemes or Payment Method Providers. No Fee shall be charged for Payment Orders that are uploaded but not sent, or for attempts that are not completed, unless otherwise expressly stated in the Pricing Schedule.

9.2 Amendments to Fees

The Company may amend the Fees by giving the Client not less than fourteen (14) days’ prior written notice, save where the amendment results from an increase in fees, assessments or charges imposed by a Card Scheme, Payment Method Provider, Partner Institution or Competent Authority, or from a material change in the Client’s risk profile, processing volumes or business, in which case the amendment may take effect on shorter notice or immediately. If the Client does not accept an amendment, it may terminate these Terms in accordance with Article 22 before the amendment takes effect; continued use of the Services after the effective date constitutes acceptance of the amendment.

9.3 Taxes

All Fees are exclusive of value added tax and any other applicable taxes, duties or levies. Where value added tax is chargeable under Federal Decree-Law No. (8) of 2017 on Value Added Tax, or any other tax is chargeable under Applicable Law, it shall be added to the Fees at the applicable rate. The Client is solely responsible for determining, declaring and paying all taxes arising from its business and from Transactions processed for its benefit, including sales taxes, income taxes, corporate taxes under Federal Decree-Law No. (47) of 2022 on the Taxation of Corporations and Businesses where applicable, and withholding taxes. If any withholding or deduction is required by law from any payment to the Company, the Client shall gross up such payment so that the Company receives the full amount it would have received absent such withholding.

9.4 Settlement and Withdrawal

The net proceeds of Transactions shall be made available to the Client in accordance with the Settlement cycle specified in the Account or the Merchant Agreement. Where the Merchant Agreement so provides, the Company may apply a rolling reserve in the amount and for the duration specified therein. Subject thereto, the Client may request withdrawal of available funds at any time, subject to the provisions of this Article 9 and of Articles 10, 13 and 22. Settlement shall be made only to a bank account held in the name of the Client that has been verified by the Company. The Company shall not be liable for delays in Settlement caused by Partner Institutions, correspondent banks, Card Schemes, public holidays, Sanctions or compliance screening, or any event outside its reasonable control.

9.5 Exceptional Risk Measures

Notwithstanding Article 9.4, the Company may, by written notice to the Client and for such period as is reasonably necessary, (a) defer Settlement; (b) withhold from Settlement or require the Client to provide a security deposit, reserve, guarantee or other collateral in an amount determined by the Company on a reasonable, risk-based basis; or (c) withhold funds relating to specific Transactions, where: (i) the Client’s Chargeback, refund, fraud or decline ratios exceed the thresholds set by the Company, a Partner Institution or the Scheme Rules; (ii) the Client is placed in, or is at material risk of entering, a Card Scheme monitoring programme; (iii) the Client materially changes its business, products or processing volumes without prior approval; (iv) the Client is in breach of these Terms or is the subject of an insolvency event, investigation or regulatory action; (v) the Client gives or receives notice of termination; or (vi) such measure is required by a Partner Institution, a Card Scheme or a Competent Authority. Funds so withheld shall be released once the circumstances justifying the measure have ceased, subject to the Company’s rights under Articles 9.6 and 22.6.

9.6 Deduction and Set-Off

The Company and the Partner Institutions may deduct from any amount payable to the Client, and set off against any amount held for the Client’s benefit, all Fees, refunds, Chargebacks, Chargeback fees, reversals, Scheme fines, penalties and assessments, overpayments, costs of recovery, taxes and any other amounts owed by the Client to the Company, a Partner Institution or a Card Scheme under these Terms or any Merchant Agreement, whether such amounts are actual, contingent, present or future. Where the funds available are insufficient, the Client shall pay the shortfall within five (5) Business Days of the Company’s written demand.

9.7 Late Payment

Any amount not paid by the Client when due shall, to the extent permitted by Applicable Law, bear delay interest from the due date until the date of actual payment at the rate agreed in the Merchant Agreement or, failing such agreement, at the rate applicable to commercial debts under Federal Decree-Law No. (50) of 2022 Promulgating the Commercial Transactions Law, without prejudice to any other right or remedy of the Company, including the right to recover all reasonable costs of collection, legal fees and enforcement expenses.

9.8 Negative Balance and Recovery

If the Account shows a negative balance for any reason, the Client shall immediately restore the balance. The Company may recover the negative balance by any lawful means, including by set-off, by debiting any other account or funds of the Client held by or through the Company, by instructing a debt collection agency, or by initiating proceedings in accordance with Article 26.

ARTICLE 10 — CHARGEBACKS, REFUNDS AND SCHEME FINES

10.1 Liability for Chargebacks

The Merchant bears full financial liability for every Chargeback, reversal and dispute relating to a Transaction processed for its benefit, irrespective of the reason for the Chargeback and irrespective of whether the Transaction was authorised, including in cases of fraud, friendly fraud, non-delivery, defective goods or services, cancelled subscriptions and processing errors not attributable to the Company. The Merchant shall reimburse the full amount of each Chargeback together with the applicable Chargeback fees and any costs imposed by the Partner Institution or Card Scheme.

10.2 Representment and Cooperation

The Merchant shall respond to any retrieval request, Chargeback notification or dispute within the deadline indicated by the Company, which may be shorter than the deadline set by the Scheme Rules, and shall provide all compelling evidence, including proof of delivery, Customer communications, consent records, IP addresses and device data, terms accepted by the Customer and refund policy. The Company or the Partner Institution shall decide, in their discretion, whether to represent a Chargeback, and the outcome of any Chargeback process determined by the Issuer, the Card Scheme or the Payment Method Provider shall be binding on the Merchant.

10.3 Thresholds and Monitoring Programmes

The Merchant shall maintain its Chargeback, fraud and refund ratios below the thresholds communicated by the Company and below the thresholds of the Card Scheme monitoring programmes, including the Visa Acquirer Monitoring Program and the Mastercard Excessive Chargeback Program or any successor programmes. Where such thresholds are exceeded or at risk of being exceeded, the Merchant shall implement, at its own cost, a remediation plan approved by the Company, and the Company may apply the measures described in Article 9.5 or suspend or terminate the Services.

10.4 Refunds

The Merchant shall maintain and clearly display a fair and lawful refund and cancellation policy. Refunds shall be processed only to the original Payment Method used by the Customer, save where the Scheme Rules or Applicable Law permit otherwise. The Merchant shall not accept cash or any other form of compensation in lieu of a refund to the original Payment Method, and shall not process a refund that exceeds the original Transaction amount.

10.5 Scheme Fines and Assessments

The Client shall indemnify the Company for all fines, penalties, assessments, non-compliance fees and other charges imposed by any Card Scheme, Payment Method Provider, Partner Institution or Competent Authority as a result of the Client’s acts or omissions, its Transactions, its breach of the Scheme Rules or these Terms, or any data compromise affecting the Client’s systems.

10.6 Survival

The Client’s liability under this Article 10 shall survive the termination of these Terms for so long as Chargebacks, refunds, fines or assessments may be raised in respect of Transactions processed before termination, which, having regard to the Scheme Rules, may be up to five hundred and forty (540) days after the date of the Transaction or such longer period as the Scheme Rules provide.

ARTICLE 11 — OBLIGATIONS OF THE CLIENT

11.1 General Obligations

The Client shall at all times:

(a) use the Services only for lawful purposes, in compliance with these Terms, the Merchant Agreement, the Scheme Rules and all Applicable Law, including consumer protection, e-commerce, advertising, tax, foreign exchange, Sanctions, AML/CFT and Data Protection Legislation in every jurisdiction in which it offers its goods or services;

(b) use the Services only for the business and on the websites and applications approved during the Onboarding Procedure, and obtain the Company’s prior written approval before adding any new website, application, product line, brand or business category;

(c) deliver the goods and services paid for by Customers in accordance with the description provided and within the promised time, and bear sole responsibility for their quality, safety, legality and conformity;

(d) handle all Customer enquiries, complaints and disputes concerning its goods and services promptly and in good faith;

(e) keep complete and accurate records of all Transactions, orders, deliveries, Customer communications and consents for not less than five (5) years, or such longer period as Applicable Law or the Scheme Rules require, and make them available to the Company upon request; and

(f) cooperate fully and promptly with any audit, inspection, investigation or information request of the Company, a Partner Institution, a Card Scheme or a Competent Authority, including by granting access to its premises, systems and records to the extent reasonably required.

11.2 Website and Checkout Requirements

In order to accept Card payments, and in particular payments from international Customers, the Client shall ensure that each website, application and Payment Page on which the Services are used displays at all times, in a clear and easily accessible manner:

(a) the full legal name, registered address, country of incorporation, and customer service contact details (email and telephone) of the Client;

(b) a complete and accurate description of the goods or services offered, with prices, currencies, applicable taxes and delivery or performance conditions;

(c) up-to-date logos of the Card Schemes and Payment Methods accepted, used in accordance with the brand guidelines of the relevant Card Scheme;

(d) terms and conditions of sale, a privacy policy compliant with the Data Protection Legislation, a refund, return and cancellation policy, and a delivery policy, each of which the Customer must be able to review and accept before completing the payment;

(e) the descriptor under which the Transaction will appear on the Customer’s statement; and

(f) any other disclosure required by the Scheme Rules or by the Applicable Law of the Customer’s jurisdiction.

11.3 Prohibition of Surcharging and Minimum Amounts

The Client shall not impose any surcharge, minimum or maximum transaction amount or discriminatory condition on Customers paying by a particular Payment Method, save where permitted by the Scheme Rules and Applicable Law and disclosed to the Customer before the payment.

11.4 No Transaction Laundering or Sub-Merchanting

The Client shall not submit Transactions on behalf of any third party, shall not act as a payment facilitator, aggregator or marketplace for undisclosed sub-merchants, and shall not permit any third party to use its Account, Credentials, Payment Links or integration, unless expressly authorised by the Company in a Merchant Agreement and subject to the onboarding of each such third party in accordance with the Company’s requirements.

11.5 Customer Data

The Client shall process all Personal Data of Customers and Recipients in compliance with the Data Protection Legislation, shall provide Customers and Recipients with all information required by the Data Protection Legislation, including information about the disclosure of their Personal Data to the Company and the Partner Institutions for the purposes of payment processing, fraud prevention and regulatory compliance, and shall obtain any consent required for such disclosure.

ARTICLE 12 — PROHIBITED AND RESTRICTED ACTIVITIES

12.1 Prohibited Activities

The Client shall not use, or attempt to use, the Services, directly or indirectly, for or in connection with any of the following:

(a) any activity that is illegal under the laws of the UAE, of the Client’s jurisdiction, of the Customer’s jurisdiction or of the jurisdiction of any Partner Institution involved;

(b) money laundering, terrorist financing, proliferation financing, Sanctions evasion, fraud, bribery, corruption, tax evasion, human trafficking, modern slavery or any other financial crime;

(c) the sale or supply of narcotics, controlled substances, drug paraphernalia, prescription medicines without a valid prescription and licence, or unlicensed pharmaceuticals, nutraceuticals or medical devices;

(d) weapons, ammunition, explosives, military or dual-use goods and technology, or any goods subject to export control, save where fully licensed and approved in writing by the Company;

(e) counterfeit, replica, stolen or infringing goods, or any product or service that infringes Intellectual Property Rights or privacy rights of any person;

(f) child sexual abuse material, non-consensual content, content promoting violence, hatred, terrorism, extremism or discrimination, or any content contrary to public morals and public order in the UAE;

(g) unlicensed gambling, betting, lotteries, games of chance, and any gaming activity not licensed in each jurisdiction in which it is offered;

(h) pyramid schemes, Ponzi schemes, matrix programmes, “get rich quick” schemes, high-yield investment programmes and any other deceptive or unfair commercial practice;

(i) unlicensed financial services, including unlicensed money transmission, currency exchange, lending, investment advice, securities, forex or contracts for difference trading, crowdfunding and debt collection;

(j) the purchase, sale, exchange or custody of virtual assets or the operation of any virtual asset service, save where the Client holds all required licences (including from VARA or the SCA, where applicable) and the Company has expressly approved such activity in writing;

(k) the sale of personal data, databases or credentials, hacking services, malware, spyware or any tool designed to circumvent security measures;

(l) Transaction laundering, factoring, cash advances, the sale of cash equivalents, or the processing of Transactions that do not correspond to a genuine sale of goods or services by the Client;

(m) any business that is prohibited or restricted by the Scheme Rules or by any Partner Institution, as communicated to the Client from time to time; and

(n) any other activity which, in the reasonable opinion of the Company, exposes the Company or any Partner Institution to legal, regulatory, financial or reputational risk.

12.2 Restricted Activities

Certain business categories, including travel, dating, nutraceuticals, subscriptions with free trials, digital goods, gaming, software, marketing and affiliate services, adult content lawfully offered outside the UAE, and cross-border remittance-related businesses, may be accepted only after enhanced due diligence, subject to additional conditions, specific Fees or risk measures, and only where a Partner Institution is willing to support them. Approval of a restricted activity may be withdrawn at any time.

12.3 Technical Misuse

The Client shall not, and shall not permit any person to: (a) interfere with, disrupt, overload or impair the Platform, including by denial-of-service attacks, excessive automated requests or exceeding API rate limits; (b) introduce any virus, worm, Trojan horse, ransomware or other malicious code; (c) probe, scan or test the vulnerability of the Platform without the Company’s prior written authorisation; (d) reverse engineer, decompile, disassemble or attempt to derive the source code of any part of the Platform, except to the extent expressly permitted by mandatory law; (e) circumvent any fraud prevention, authentication, routing or security measure; or (f) commit any act constituting an offence under Federal Decree-Law No. (34) of 2021 on Combatting Rumours and Cybercrimes.

12.4 Consequences

Any breach of this Article 12 constitutes a material breach of these Terms and entitles the Company, without prejudice to any other right or remedy, to immediately suspend or terminate the Services, to refuse, reverse or hold any Transaction, to withhold funds to the extent permitted by Applicable Law and pending the outcome of any investigation, to report the Client to the Card Schemes (which may result in listing in the MATCH database or equivalent), to the Partner Institutions and to the Competent Authorities, and to claim compensation for all resulting losses, fines and costs.

ARTICLE 13 — FINANCIAL CRIME COMPLIANCE AND SANCTIONS

13.1 Compliance Framework

The Company maintains, and requires its Partner Institutions to maintain, a risk-based compliance framework in accordance with the AML/CFT Legislation, including customer due diligence, enhanced due diligence for higher-risk Clients and politically exposed persons, Beneficial Owner identification, ongoing Transaction monitoring, Sanctions screening, record-keeping, staff training and the reporting of suspicious transactions and activities.

13.2 Monitoring

The Client acknowledges and agrees that all Transactions, Payment Orders, Recipients and Account activity are subject to automated and manual monitoring and screening, which may cause delays in the processing of Transactions, and that the Company shall have no liability for any such delay.

13.3 Reporting and Tipping-Off

The Company may, and where required by law shall, report any suspicious transaction or activity to the UAE Financial Intelligence Unit through the goAML system or to any other Competent Authority, without notice to the Client. The Client acknowledges that the Company is prohibited by the AML/CFT Legislation from disclosing to the Client or any third party that a report has been made or that an investigation is being carried out, and that the Company shall incur no liability of any kind, whether contractual, tortious or otherwise, for any report, disclosure, freeze or refusal made in good faith in compliance with the AML/CFT Legislation.

13.4 Freezing and Targeted Financial Sanctions

Where the Company or a Partner Institution is required by Applicable Law, including Cabinet Resolution No. (74) of 2020 and the instructions of the Executive Office for Control and Non-Proliferation, or by an order of a Competent Authority, to freeze funds, suspend a Transaction or refrain from providing services, it shall do so without delay and without prior notice, and the Client shall have no claim against the Company in respect thereof.

13.5 Sanctions Undertakings

The Client shall not, directly or indirectly, use the Services, or make any funds available, to or for the benefit of any person designated under Sanctions or any person located in a country or territory subject to comprehensive Sanctions, and shall not engage in any conduct designed to evade or avoid Sanctions. The Client shall notify the Company immediately if it or any of its Beneficial Owners, directors or Authorised Users becomes a designated person.

13.6 Anti-Bribery and Anti-Corruption

Each Party shall comply with all applicable anti-bribery and anti-corruption laws, including the relevant provisions of the UAE Federal Penal Code (Federal Decree-Law No. (31) of 2021) and, where applicable, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, and shall not offer, promise, give, request or accept any bribe, facilitation payment or improper advantage in connection with these Terms.

ARTICLE 14 — DATA SECURITY AND PCI DSS

14.1 Security Measures of the Company

The Company processes Transactions through secure, encrypted channels, applies two-factor authentication to Account access, maintains a resilient infrastructure with redundancy, backup and failover arrangements, and maintains, or procures that its Partner Institutions and processors maintain, compliance with PCI DSS in respect of the environments in which Card data is stored, processed or transmitted.

14.2 PCI DSS Obligations of the Client

The Client shall comply with PCI DSS at the level appropriate to its integration method and Transaction volumes, shall complete the applicable Self-Assessment Questionnaire or Report on Compliance and Attestation of Compliance annually, and shall provide evidence of compliance to the Company upon request. Unless expressly authorised in writing by the Company and certified as PCI DSS Level 1 compliant, the Client shall not capture, store, process or transmit full Card numbers, card verification codes or PIN data, and shall use exclusively the Company’s hosted Payment Pages, hosted fields or tokenisation services for the capture of Card data. The Client shall never store card verification codes (CVV2/CVC2) after authorisation under any circumstances.

14.3 Data Compromise

The Client shall notify the Company immediately, and in any event within twenty-four (24) hours, upon becoming aware of any actual or suspected unauthorised access to, or loss, disclosure or compromise of, Card data, Credentials or Personal Data relating to the Services. The Client shall, at its own cost, engage a PCI Forensic Investigator if required by a Card Scheme or Partner Institution, implement all remediation measures required, and bear all costs, fines, assessments and losses resulting from a data compromise affecting its systems.

14.4 Authentication

The Company may require the use of 3-D Secure (including EMV 3DS) or other strong customer authentication for all or certain Transactions. Where the Client elects, with the Company’s consent, not to apply authentication to a Transaction for which authentication was available, the Client shall bear the full liability for any resulting fraud-related Chargeback.

ARTICLE 15 — DATA PROTECTION

15.1 Privacy Policy

The collection and processing of Personal Data by the Company in connection with the Website and the Services is governed by the Privacy Policy, which describes, among other things, the categories of Personal Data collected, the purposes and legal bases of processing, the consent of the data subject to the collection of Personal Data, the recipients, international transfers, retention periods and the rights of data subjects. By accepting these Terms, the Client confirms that it has read the Privacy Policy.

15.2 Roles of the Parties

In respect of Personal Data of the Client’s representatives, Beneficial Owners and Authorised Users processed for onboarding, AML/CFT compliance, relationship management and the Company’s own legitimate purposes, the Company acts as an independent controller. In respect of Personal Data of Customers and Recipients processed for the purpose of executing Transactions, fraud prevention, AML/CFT compliance and compliance with the Scheme Rules, each of the Company, the Client and the relevant Partner Institutions acts as an independent controller for its own purposes, save where the Company processes Personal Data strictly on the documented instructions of the Client (such as for the storage of Customer lists, Recipient lists or custom fields), in which case the Company acts as processor and the data processing terms made available by the Company, or incorporated in the Merchant Agreement, shall apply.

15.3 Mutual Undertakings

Each Party shall comply with its obligations under the Data Protection Legislation, shall implement appropriate technical and organisational measures to protect Personal Data, shall notify the other Party without undue delay of any Personal Data breach affecting Personal Data shared under these Terms, and shall cooperate reasonably in responding to data subject requests and to enquiries of the Competent Authorities.

15.4 Lawful Basis for Disclosure by the Client

The Client warrants that it has a lawful basis, including where required the consent of the data subjects, for disclosing to the Company and the Partner Institutions all Personal Data of Customers, Recipients, Beneficial Owners and Authorised Users that it provides in connection with the Services, and that it has provided each such data subject with the information required by the Data Protection Legislation.

ARTICLE 16 — INTELLECTUAL PROPERTY AND LICENCE

16.1 Ownership

The Platform, the Website, the API, the software, algorithms, routing logic, risk models, databases, documentation, designs, texts, graphics, logos, the names “Vertas Pulse” and “VERTAS PULSE PAYMENT SERVICE PROVIDER L.L.C”, and all other content and materials made available by the Company, together with all Intellectual Property Rights therein, are and shall remain the exclusive property of the Company or its licensors, and are protected by, among others, Federal Decree-Law No. (38) of 2021 on Copyrights and Neighbouring Rights, Federal Decree-Law No. (36) of 2021 on Trademarks and international conventions to which the UAE is a party.

16.2 Limited Licence

Subject to the Client’s continuing compliance with these Terms, the Company grants the Client, for the duration of these Terms, a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to access and use the Platform, the Account and the API, and to display the Company’s name and logos solely as necessary to indicate the availability of the Services on the Client’s checkout pages, in each case solely for the Client’s internal business purposes and in accordance with the documentation and any brand guidelines provided by the Company.

16.3 Restrictions

Except as expressly permitted by these Terms or by mandatory law, the Client shall not copy, modify, translate, adapt, create derivative works of, distribute, rent, lease, sell, sublicense, publish, frame, mirror, scrape or otherwise exploit the Platform or any content of the Website; shall not remove or alter any proprietary notice; shall not use the Platform to build a competing product or service; and shall not register any trademark, trade name or domain name identical or confusingly similar to those of the Company.

16.4 Client Materials

The Client grants the Company a non-exclusive, royalty-free, worldwide licence, for the duration of these Terms, to use, reproduce and display the Client’s name, logos, trademarks and other materials provided by the Client solely for the purposes of providing the Services, including customised Payment Pages, and, with the Client’s prior consent, for referencing the Client as a customer of the Company.

16.5 Feedback

Any suggestions, ideas or feedback provided by the Client regarding the Platform or the Services may be used by the Company freely and without any obligation or compensation to the Client.

ARTICLE 17 — CONFIDENTIALITY

17.1 Definition

“Confidential Information” means all information, in any form or medium, disclosed by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), or otherwise obtained by the Receiving Party, in connection with these Terms, which is marked as confidential or which a reasonable person would consider to be confidential, including the terms of any Merchant Agreement and Pricing Schedule, API credentials, technical documentation, system architecture, routing logic, risk models and rules, the identity and terms of Partner Institutions, business plans, financial information, Customer and Recipient data, and security information.

17.2 Obligations

The Receiving Party shall: (a) keep the Confidential Information strictly confidential and protect it with at least the same degree of care as it uses for its own confidential information of like importance, and in no event less than a reasonable degree of care; (b) use the Confidential Information solely for the purposes of performing its obligations and exercising its rights under these Terms; and (c) not disclose the Confidential Information to any third party other than its directors, officers, employees, affiliates, Partner Institutions, professional advisers, auditors, insurers and subcontractors who need to know it for such purposes and who are bound by confidentiality obligations no less protective than those set out in this Article 17.

17.3 Exceptions

The obligations in Article 17.2 shall not apply to information that: (a) is or becomes publicly available other than through a breach of these Terms; (b) was lawfully in the possession of the Receiving Party without restriction before its disclosure; (c) is lawfully received from a third party without restriction; (d) is independently developed without use of the Confidential Information; or (e) is required to be disclosed by Applicable Law, the Scheme Rules, a Competent Authority or a court of competent jurisdiction, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prompt notice and discloses only the minimum information required. Nothing in this Article 17 shall restrict the Company’s disclosures under Article 13.

17.4 Duration and Return

The obligations in this Article 17 shall continue during the term of these Terms and for five (5) years after their termination, and indefinitely in respect of trade secrets and Personal Data. Upon termination or upon request, the Receiving Party shall return or destroy the Confidential Information, save to the extent that retention is required by Applicable Law or by bona fide internal record-keeping and backup policies, in which case the retained information shall remain subject to this Article 17.

ARTICLE 18 — AVAILABILITY, THIRD-PARTY SERVICES AND LINKS

18.1 Availability

The Company shall use commercially reasonable efforts to ensure that the Platform is available twenty-four (24) hours a day, seven (7) days a week. However, the Company does not guarantee uninterrupted, error-free or secure availability, and the Platform may be temporarily unavailable due to scheduled maintenance, emergency maintenance, upgrades, failures of Partner Institutions, Card Schemes, telecommunications networks, hosting providers or other third parties, cyber-attacks or Force Majeure Events. The Company shall endeavour to give reasonable advance notice of scheduled maintenance that is expected to cause material disruption.

18.2 Third-Party Services

The Services depend on services provided by Partner Institutions, Card Schemes, Payment Method Providers, hosting and cloud providers, identity verification providers and other third parties. The Company does not control and shall not be liable for the acts, omissions, availability, performance, decisions or insolvency of such third parties, save to the extent that the Company has itself acted negligently in their selection or supervision. Where a third party imposes its own terms on the use of its services, the Client shall comply with such terms.

18.3 Links to Third-Party Websites

The Website may contain links to third-party websites. Such links are provided for convenience only; the Company does not control, endorse or assume any responsibility for the content, accuracy, lawfulness, security or privacy practices of any third-party website, and access to such websites is at the Client’s sole risk.

18.4 Access from Outside the UAE

The Website may be accessed from countries other than the UAE. The Company makes no representation that the Services are appropriate or available in every jurisdiction. Persons who access the Website from outside the UAE do so on their own initiative and are responsible for compliance with local laws.

ARTICLE 19 — WARRANTIES AND DISCLAIMERS

19.1 Warranties of the Client

The Client represents, warrants and undertakes that: (a) all information provided to the Company is and will remain true, accurate, complete and not misleading; (b) each Transaction submitted represents a bona fide sale of goods or services, or a bona fide payment, by or to the Client, in the ordinary course of its business; (c) it has obtained all consents, licences and authorisations necessary for its business and for its use of the Services; and (d) it will comply with all obligations under these Terms and Applicable Law.

19.2 Disclaimer

To the maximum extent permitted by Applicable Law, the Website, the Platform and the Services are provided on an “as is” and “as available” basis, and the Company expressly disclaims all warranties, representations and conditions, whether express, implied or statutory, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, non-infringement and uninterrupted or error-free operation, and any warranty that a particular approval rate, conversion rate, decline rate, availability percentage or financial result will be achieved. Nothing in this Article 19.2 excludes any warranty or liability which cannot be excluded under Applicable Law.

19.3 No Advice

Any information provided by the Company regarding regulatory, tax, legal, accounting or compliance matters is of a general nature only and does not constitute professional advice. The Client shall obtain its own independent professional advice.

ARTICLE 20 — LIMITATION OF LIABILITY

20.1 Exclusion of Indirect Loss

To the maximum extent permitted by Applicable Law, the Company, its affiliates, and their respective shareholders, directors, officers, employees, agents and subcontractors shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profit, revenue, turnover, business, contracts, opportunity or anticipated savings; (b) loss of goodwill or reputation; (c) loss or corruption of data; (d) business interruption; or (e) indirect, special, incidental, consequential, exemplary or punitive loss or damage, in each case even if the Company was advised of the possibility of such loss.

20.2 Specific Exclusions

Without prejudice to Article 20.1, the Company shall not be liable for any loss arising from: (a) the execution of a Payment Order in accordance with the unique identifier supplied by the Client; (b) the refusal, delay, hold, freeze or reporting of any Transaction in accordance with Articles 8, 9.5, 12 or 13; (c) any act or omission of a Partner Institution, Card Scheme, Payment Method Provider, correspondent bank or other third party beyond the Company’s reasonable control; (d) the Client’s breach of these Terms, the Scheme Rules or Applicable Law; (e) any unauthorised access to the Account resulting from the Client’s failure to protect its Credentials; (f) exchange rate fluctuations; or (g) any Force Majeure Event.

20.3 Cap on Liability

To the maximum extent permitted by Applicable Law, the total aggregate liability of the Company arising out of or in connection with these Terms and the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in respect of all claims arising in any period of twelve (12) consecutive months, shall not exceed the lower of (a) the total Fees actually received by the Company from the Client, net of pass-through fees paid to Partner Institutions and Card Schemes, during the three (3) months immediately preceding the event giving rise to the first claim; and (b) five thousand United States Dollars (USD 5,000) or its equivalent in AED.

20.4 Mandatory Liability

Nothing in these Terms shall exclude or limit the liability of either Party for (a) fraud or fraudulent misrepresentation; (b) wilful misconduct or gross negligence (fault grave), to the extent such exclusion is prohibited by Applicable Law; (c) death or personal injury caused by negligence; (d) liability arising from a harmful act which cannot be excluded pursuant to Article 383 of Federal Law No. (5) of 1985 Promulgating the Civil Transactions Law; or (e) any other liability which cannot be excluded or limited under Applicable Law. The Parties acknowledge that the limitations of liability in this Article 20 reflect a reasonable allocation of risk, taking into account the level of the Fees, and constitute a pre-agreed assessment of compensation within the meaning of Article 390 of the Civil Transactions Law.

20.5 Time Limit for Claims

To the extent permitted by Applicable Law, any claim by the Client against the Company must be notified to the Company in writing, with reasonable details of the claim, within six (6) months after the Client became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, failing which the claim shall be deemed waived.

20.6 Duty to Mitigate

Each Party shall take all reasonable steps to mitigate any loss it suffers or may suffer as a result of an event giving rise to a claim under these Terms.

ARTICLE 21 — INDEMNIFICATION

21.1 Indemnity by the Client

The Client shall defend, indemnify and hold harmless the Company, its affiliates, Partner Institutions and their respective shareholders, directors, officers, employees, agents and subcontractors (the “Indemnified Persons”) from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, Chargebacks, refunds, fines, penalties, Scheme assessments, taxes, costs and expenses (including reasonable legal fees, forensic investigation costs and enforcement costs) suffered or incurred by any Indemnified Person arising out of or in connection with:

(a) the Client’s breach of these Terms, any Merchant Agreement, the Scheme Rules or Applicable Law;

(b) the goods, services or content supplied by the Client, and any claim by a Customer, Recipient or other third party relating thereto;

(c) any Transaction processed for the Client’s benefit, including Chargebacks, refunds and fraud;

(d) any inaccurate, incomplete or misleading information provided by the Client, including Recipient data;

(e) any data compromise, security incident or breach of the Data Protection Legislation attributable to the Client, its systems or its subcontractors;

(f) any infringement of Intellectual Property Rights or other rights of a third party by materials provided by the Client; and

(g) any act or omission of the Client’s Authorised Users, employees, agents or subcontractors.

21.2 Conduct of Claims

The Company shall notify the Client of any third-party claim for which it seeks indemnification, and may, at its option, conduct the defence of such claim with counsel of its choice at the Client’s expense. The Client shall not settle any claim affecting an Indemnified Person without the Company’s prior written consent.

ARTICLE 22 — TERM, SUSPENSION AND TERMINATION

22.1 Term

These Terms enter into force upon the Client’s first access to the Website or acceptance of these Terms, whichever is earlier, and remain in force for an indefinite period until terminated in accordance with this Article 22.

22.2 Termination by the Client

The Client may terminate these Terms and close its Account at any time by giving the Company not less than thirty (30) days’ prior written notice to [email protected], subject to any minimum term or different notice period agreed in the Merchant Agreement, and provided that all amounts owed to the Company have been paid.

22.3 Termination by the Company for Convenience

The Company may terminate these Terms and close the Account for any reason by giving the Client not less than thirty (30) days’ prior written notice.

22.4 Suspension and Termination with Immediate Effect

The Company may suspend all or part of the Services, or terminate these Terms, with immediate effect by written notice (or without notice where notice is prohibited by Applicable Law) if:

(a) the Client commits a material breach of these Terms, including any breach of Articles 5, 6, 11, 12, 13 or 14, or commits any other breach which is not remedied within ten (10) days of notice;

(b) the Client provides false or misleading information or fails to provide KYC Documentation within the time requested;

(c) the Company suspects fraud, money laundering, terrorist financing, Sanctions breach or any other illegal activity;

(d) the Client’s Chargeback, fraud or refund ratios exceed the applicable thresholds, or a Card Scheme or Partner Institution requires the suspension or termination;

(e) the Client becomes insolvent, enters into liquidation, administration, receivership, bankruptcy or any composition with creditors, ceases to carry on business, or any analogous event occurs in any jurisdiction, including under Federal Decree-Law No. (51) of 2023 Regulating Financial Restructuring and Bankruptcy;

(f) a Competent Authority orders or recommends the suspension or termination, or the provision of the Services becomes unlawful or impossible under Applicable Law;

(g) the Partner Institution supporting the Client’s Services ceases to provide such support and no alternative Partner Institution is available on reasonable terms; or

(h) the continuation of the relationship would, in the reasonable opinion of the Company, expose the Company or a Partner Institution to legal, regulatory, financial or reputational risk.

22.5 Effects of Suspension

During any suspension, the Company may refuse to process new Transactions and Payment Orders and may withhold Settlement to the extent reasonably necessary to cover potential liabilities of the Client. Suspension shall not relieve the Client of any obligation under these Terms.

22.6 Consequences of Termination

Upon termination for any reason: (a) all licences granted to the Client shall cease and the Client shall immediately stop using the Platform, the API and the Company’s trademarks and shall remove all references to the Company from its websites; (b) all amounts owed by the Client shall become immediately due and payable; (c) the Company may retain from the funds held for the Client’s benefit an amount reasonably determined by the Company to cover Chargebacks, refunds, fines and other liabilities that may arise in respect of Transactions processed before termination, for a period not exceeding the maximum period during which such liabilities may arise under the Scheme Rules, and shall pay the balance to the Client thereafter, subject to satisfactory completion of any outstanding compliance review; (d) the Company shall retain all records required under the AML/CFT Legislation and other Applicable Law; and (e) each Party shall return or destroy the other Party’s Confidential Information in accordance with Article 17.4.

22.7 Survival

Articles 1, 9.6 to 9.8, 10, 13, 15, 16, 17, 20, 21, 22.6, 22.7, 26 and 27, and any other provision which by its nature is intended to survive, shall survive termination of these Terms.

ARTICLE 23 — FORCE MAJEURE

23.1 Definition

“Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected Party which prevents or delays the performance of its obligations, including acts of God, flood, earthquake, storm, fire, epidemic or pandemic, war (declared or not), hostilities, invasion, terrorism, civil unrest, riot, strikes or industrial action (other than of the affected Party’s own personnel), government action, embargo, the imposition of Sanctions, changes in Applicable Law, orders of Competent Authorities, failure or suspension of Card Schemes, Partner Institutions, payment or settlement systems, correspondent banks, the internet, telecommunications or power networks, and cyber-attacks that could not have been prevented by reasonable security measures.

23.2 Effect

Neither Party shall be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by a Force Majeure Event, provided that it notifies the other Party promptly of the nature and expected duration of the event and uses reasonable efforts to mitigate its effects and resume performance. This Article 23 shall be read in conjunction with Article 273 of the Civil Transactions Law. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate these Terms by written notice.

ARTICLE 24 — COMMUNICATIONS, NOTICES AND COMPLAINTS

24.1 Electronic Communications

The Client agrees to receive all communications, notices, statements, reports and documents relating to the Services electronically, by email to the address registered in the Account, by messages in the Account or by publication on the Website. Communications sent by email shall be deemed received on the Business Day following the day of dispatch, and communications posted in the Account shall be deemed received when posted, save where the sender receives a notification of non-delivery.

24.2 Notices to the Company

Formal notices to the Company shall be sent by email to [email protected] and, for notices of breach, termination or legal proceedings, additionally by courier to Vertas Pulse Payment Service Provider L.L.C, Office No. M17-201, property of Mohammed Salem Bakhit Al Bakhit Al Falasi, Hor Al Anz East, Dubai, United Arab Emirates.

24.3 Language

All communications shall be in English, unless otherwise agreed. The Company may, at its discretion, communicate in other languages for convenience.

24.4 Recording

The Client consents to the recording and retention of telephone calls, chat sessions and electronic communications with the Company for the purposes of quality assurance, training, evidence of instructions, dispute resolution, fraud prevention and regulatory compliance, in accordance with the Privacy Policy.

24.5 Complaints

The Client may submit a complaint regarding the Services by email to [email protected], stating its name, Account identifier, a description of the complaint, the Transactions concerned and the remedy sought. The Company shall acknowledge receipt within two (2) Business Days and shall use reasonable efforts to provide a substantive response within fifteen (15) Business Days, or, in complex cases, shall inform the Client of the reasons for the delay and of the date by which a final response will be provided, which shall not exceed thirty (30) Business Days from receipt. Where a complaint concerns a Regulated Activity performed by a Partner Institution, the Company shall forward the complaint to that Partner Institution and inform the Client accordingly, and the Client may have additional rights under the complaints procedure of that Partner Institution and under the CBUAE framework.

ARTICLE 25 — AMENDMENTS TO THESE TERMS

25.1 Right to Amend

The Company may amend these Terms at any time by publishing the amended version on the Website, with an indication of the date of the last update and the version number.

25.2 Notice of Material Amendments

Where an amendment materially and adversely affects the rights or obligations of registered Clients, the Company shall give such Clients not less than fourteen (14) days’ prior notice by email or through the Account, save where a shorter period is required to comply with Applicable Law, the Scheme Rules, a requirement of a Partner Institution or an instruction of a Competent Authority, or where the amendment is necessary to address a security or financial crime risk.

25.3 Acceptance

If the Client does not agree to an amendment, it may terminate these Terms before the amendment takes effect in accordance with Article 22.2, without charge, save for amounts already accrued. The Client’s continued access to the Website or use of the Services after the effective date of the amendment constitutes acceptance of the amended Terms.

ARTICLE 26 — GOVERNING LAW AND DISPUTE RESOLUTION

26.1 Governing Law

These Terms and any dispute, controversy or claim, whether contractual or non-contractual, arising out of or in connection with them, including their existence, validity, interpretation, performance, breach or termination, shall be governed by and construed in accordance with the federal laws of the United Arab Emirates and the laws of the Emirate of Dubai as applicable therein, without regard to any conflict of laws principles that would result in the application of the law of another jurisdiction.

26.2 Amicable Settlement

The Parties shall first attempt to resolve any dispute amicably. Either Party may initiate this process by sending a written notice of dispute to the other Party, describing the nature of the dispute and the remedy sought. Senior representatives of the Parties shall meet or confer within fifteen (15) days of receipt of the notice and shall negotiate in good faith for a period of thirty (30) days from receipt of the notice.

26.3 Arbitration

Any dispute not resolved within the period referred to in Article 26.2 shall be referred to and finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) in accordance with the DIAC Arbitration Rules in force at the date of the request for arbitration, which rules are deemed incorporated by reference into this Article. The tribunal shall consist of a sole arbitrator, unless the amount in dispute exceeds five hundred thousand United States Dollars (USD 500,000), in which case it shall consist of three (3) arbitrators. The seat of the arbitration shall be Dubai, United Arab Emirates. The language of the arbitration shall be English. The award shall be final and binding on the Parties, and judgment upon it may be entered and enforced in any court of competent jurisdiction, including pursuant to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958). The arbitration shall be conducted in accordance with Federal Law No. (6) of 2018 on Arbitration to the extent not inconsistent with the DIAC Arbitration Rules.

26.4 Authority to Agree to Arbitration

The person accepting these Terms on behalf of a legal entity represents and warrants that he or she has specific authority to agree to arbitration on behalf of that entity, as required by Article 4 of Federal Law No. (6) of 2018 on Arbitration.

26.5 Interim Relief and Debt Recovery

Nothing in this Article 26 shall prevent the Company from (a) seeking urgent interim, conservatory or injunctive relief from any court of competent jurisdiction; or (b) initiating proceedings for the recovery of undisputed debts, including by way of a payment order, before the competent courts of Dubai or of any jurisdiction in which the Client has assets.

26.6 Confidentiality of Proceedings

The existence and content of any arbitration, and any award, shall be kept confidential by the Parties, save to the extent disclosure is required by law, by a Competent Authority or for the purposes of enforcement.

26.7 No Collective Proceedings

To the extent permitted by Applicable Law, disputes shall be resolved on an individual basis only, and the Client shall not bring any claim as a claimant or class member in any purported class, collective or representative proceeding.

ARTICLE 27 — GENERAL PROVISIONS

27.1 Entire Agreement

These Terms, together with the Merchant Agreement, the Pricing Schedule, the Privacy Policy and the other documents referred to in them, constitute the entire agreement between the Parties with respect to their subject matter and supersede all prior agreements, understandings, negotiations, representations and communications, whether written or oral. Each Party acknowledges that it has not relied on any statement, representation or warranty not expressly set out in these documents.

27.2 Assignment and Subcontracting

The Client may not assign, transfer, novate, charge or otherwise dispose of any of its rights or obligations under these Terms without the Company’s prior written consent. The Company may assign, transfer or novate any of its rights and obligations to any affiliate, Partner Institution or successor, including in the context of a merger, acquisition, restructuring, transfer of business or change of licensing structure, and may subcontract the performance of any of its obligations, provided that the Company remains responsible for the acts and omissions of its subcontractors to the extent provided in these Terms.

27.3 Severability

If any provision of these Terms is held invalid, illegal or unenforceable in any respect, such provision shall be modified to the minimum extent necessary to render it valid, legal and enforceable, or, if that is not possible, severed, and the validity, legality and enforceability of the remaining provisions shall not be affected.

27.4 Waiver

No failure or delay by a Party in exercising any right or remedy shall operate as a waiver of it, nor shall any single or partial exercise of any right or remedy preclude any further exercise of it or of any other right or remedy. A waiver shall be effective only if given in writing.

27.5 Cumulative Remedies

Except as expressly provided otherwise, the rights and remedies provided in these Terms are cumulative and are in addition to any rights and remedies provided by law.

27.6 Independent Contractors

Nothing in these Terms shall create or be deemed to create any partnership, joint venture, agency (save as expressly provided in Article 3.3), franchise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to bind the other except as expressly provided herein.

27.7 Third-Party Rights

Save for the Indemnified Persons under Article 21 and the Partner Institutions with respect to the provisions expressed to be for their benefit, no person other than the Parties shall have any right to enforce any term of these Terms.

27.8 Evidence

The Parties agree that the electronic records, logs, time-stamps, reports and data maintained by the Company and the Partner Institutions shall constitute admissible and, save for manifest error, conclusive evidence of the Transactions, Payment Orders and communications they record, in accordance with Federal Decree-Law No. (35) of 2022 Promulgating the Law of Evidence in Civil and Commercial Transactions and Federal Decree-Law No. (46) of 2021 on Electronic Transactions and Trust Services.

27.9 Language and Translations

These Terms are drawn up in the English language. Any translation is provided for convenience only. In the event of any inconsistency between the English version and any translation, the English version shall prevail to the extent permitted by Applicable Law. Where an Arabic translation is required for submission to a court or Competent Authority, the Parties shall cooperate in procuring a certified translation faithful to the English text.

27.10 Further Assurance

Each Party shall execute such documents and do such acts as may reasonably be required to give full effect to these Terms.

ARTICLE 28 — CONTACT DETAILS

28.1 Company Details

Vertas Pulse Payment Service Provider L.L.C

Registered address: Office No. M17-201, property of Mohammed Salem Bakhit Al Bakhit Al Falasi, Hor Al Anz East, Dubai, United Arab Emirates

Legal form: limited liability company – single owner (LLC – SO), Emirate of Dubai

Licence No.: 1648416, issued by the Department of Economy and Tourism of Dubai (DET)

Commercial Register No.: 2916823 (date of registration: 26 August 2026)

Registered activity: Payment Services Provider

Email: [email protected]

Telephone: +971543896894

Website: https://vertaspulse.com/

28.2 Questions

Any question regarding these Terms should be addressed to the Company using the contact details set out above.

— END OF DOCUMENT —