Terms & conditions

ThisTelr Merchant Terms and Conditions (“Agreement”)constitutes a legally binding agreement between Innovate TechnologiesFZCO (“Telr”, “us”, “we” , “ServiceProvider” or “our”),registered in the United Arab Emirates, having its offices at101-119, Building A1, Dubai Digital Park, Dubai, and the person orlegal entity (“you”, “your”, “Merchant” or “user”),who created and registered a Telr Account page to enable theprovision of a category of payment processing, data, technology andanalytics services and/or any other services (each a “Services”)offered by Telr and its affiliates.

This Agreement describes the terms and conditions that apply toyour use of the Services and governs your access to, and use of theServices provided by Telr, including all its domains, sub-domains,media forms, websites, mobile applications, dashboards, relatedcontent, communications, functionality (collectively “Platform”)offered or linked on or through the Platform.

If any of the terms of this Agreement is not clear, please contactus before using the Services.

Should there be any change in this Agreement, Telr will notify youin writing thirty (30) days prior the implementation, accordingly.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU AREEXPRESSLY PROHIBITED FROM USING THE SITE, OUR SERVICES OUR SERVICESAND YOU SHOULD DISCONTINUE USE IMMEDIATELY.

DISCLAIMER: THE FOLLOWING AGREEMENT ISAPPLICABLE TO THE AGGREGATION AND DIRECT MODEL OF MERCHANTSRESPECTIVELY. WHEREAS IN THE CASE OF MERCHANTS UNDER DIRECT MODEL,ALL TERMS OF THE AGREEMENT PERTAINING COMPLIANCE, RISK, FRAUD,VALIDATION, SCREENING, KYC, ONBOARDING, AND INTERNAL POLICIES SHALLBE SUBJECT TO THE TERMS AND CONDITIONS OF THE ACQUIRIER.

IN CASE OF ANY CONFLICT OF TERMS BETWEEN THE AGREEMENT, THE TERMSAND CONDITIONS OF THE ACQUIRIER AND CARD SCHEMES RULES, THE CARDSCHEMES RULES SHALL PREVIAL.

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DIVISION 1: GENERAL TERMS & CONDITIONS.

A. Definitions

API: Shall mean application programminginterfaces that may be used to access the Services.

AML: Shall mean the applicable Anti-Money Laundering Lawsunder the Applicable Law of your Applicable Market.

APPLICABLE CENTRAL BANK: Shall mean either the Central Bankof United Arab Emirates, Central Bank of Kingdom of Saudi Arabia orCentral Bank of Jordan or Central Bank of Bahrain (applicable as peryour Applicable Market).

APPLICABLE LAW: Shall mean the Federal Law ofthe United Arab Emirates or the Laws of the Kingdom of Saudi Arabia,Jordan or Bahrain applicable as per your jurisdiction.

APPLICABLE MARKET:

Shall mean your operational jurisdiction i.e., either United ArabEmirates, Kingdom of Saudi Arabia (“KSA”) or Bahrain or Jordan.

ACQUIRER/BANK: Shall mean banks orfinancial institutions that provide Telr with the tools needed tocollect payment from issuers on Merchant behalf.

BUSINESS CARD: Shall mean your Business Card inaccordance with Division 1(B)(4)(D).

CFT: Shall mean the applicable Combating the Financing ofTerrorism regulations  under the Applicable Law of yourApplicable Market.

CHARGEBACK: Shall mean any debit of Bank by theCard Associations or, by a Valid Card issuer, in accordance with theCard Association’s dispute rules and regulations.

CARDHOLDER: means the Customer whose name isembossed on a valid card and any authorized user of such Valid Card.

CARD ASSOCIATION/SCHEMES: Shall mean aworldwide incorporated body regulating and processing specific brandsof Cards, namely: VISA, VISA International Inc. and MC, MasterCardInc., or comparable bodies which provide Valid Card(s).

CARD ASSOCIATION/SCHEMES RULES: Shall mean theCard Associations by-laws, operating rules and regulations,guidelines, policy statements or threshold requirements of suchparties.

CUSTOMER: Shall mean a person or entitypurchasing your goods or services or donors to your organization.

EID: Shall mean your Emirates IdentificationDocument.

FEES/CHARGES: Shall mean any charges to you forthe Services as agreed on between Telr and you, as captured in theProposal Form.

GATEWAY: Shall mean Telr’s PCI DSS certifiedplatform, approved by a PCI accredited company that facilitates thetransfer of information between a payment portal (such as a websiteor mobile phone) and the Bank.

ROLLING RESERVE: Shall mean the amount withheldfrom any settlement of payment volumes by Telr dedicated to mitigaterisk and settle any chargeback or any other amount that the Telr/Bank loses due to disputes or claims or expenses incurred by you withrelation to the agreed on Services.

RECURRING ELECTRONIC COMMERCE TRANSACTIONS: Shallmean a Transaction which the Valid Card holder has agreed can bedebited to their Valid Card holder’s account at agreed intervals oron agreed dates. The Transaction can be for a specific amount or foran amount due to a sub-merchant for an ongoing service or provisionof goods.

REFUND: Shall mean a full or partial refundto the Valid Card holder of an amount originally charged to the ValidCard holder by you.

REGISTERED: Shall mean any including withoutlimitation entity that has aligned with all the requisite legal andregulatory requirements.

REPRESENTATIVE: Shall mean an employee or anyother person, legally authorized by you to access any software andTelr Account relating to the Services and for its acceptancy.

RESERVE: Shall mean the amount withheld from any settlementof payment volumes by Telr dedicated to mitigate risk and settle anychargeback or any other amount that the Telr/ Bank loses due todisputes or claims or expenses incurred by you with relation to theagreed on Services.

SETTLEMENT PERIOD: Shall mean time period afterwhich Telr pays you the net value of the transactions processed foryou after deducting the applicable Refunds, Chargebacks, Fees orFines in accordance with this Agreement and according to the CardAssociations regulations

TRANSACTION: Shall mean the acceptance of a Valid Card, anE-Wallet for the payment of your goods or your services provided toyour Customers by you.

URL: Shall mean the uniform resource locator known as a webaddress of your website.

UNITED ARAB EMIRATES: Shall mean yours andTelr’s operational jurisdiction under aggregation model.

VALID CARD: Shall mean an authorized card issuing by theCustomer issuing bank.

WORKING DAY: Shall mean any other working dayin the United Arab Emirates other than Saturday, Sunday and any otherday officially declared as a public holiday by the United ArabEmirates government.

B. Your Telr Account

1. Onboarding, Registration and Permitted Activities.

To register on Telr, only legal entities (including limitedliability company and sole proprietorship charitable organization, orpersons located and operating in and out of the United Arab Emiratesor KSA are eligible to apply for a Telr Account to use the Servicesdescribed in this Agreement. If you and/or your business or youraffiliates is (are) located in another jurisdiction, Telr and itsaffiliates may provide Services under separate agreements, ifapplicable.

To register and onboard you for a Telr Account, you or yourRepresentative must provide us with your business or trade name,physical address, email, phone number, business identification number(known as trade license number), URL, the nature of your business oractivities and any other information related to you that we require.We may also collect your personal information including but notlimited to your passport copy, your EID, your selfie forauthentication and security purposes, name, nationality, and anyother personal information related to the ownership of your business.

Until the complete submission and we may terminate it at any timeand for any reason.

If you choose to use our Payment Processing Services, your nameunderstood as the name used to identity you and URL may appear onyour Customers statements. To avoid potential dispute and confusion,these descriptors must be recognizable by your Customers and mustaccurately describe your business or activity.

Telr Payment Processing Services are only available, and you shallonly use it with your Customers. In no event, Telr Payment ProcessingServices may be used to conduct personal transactions or peer-to-peer(international or locale remittance) money transmission, or for anyother purposes prohibited by this Agreement, and Applicable Law.

2. Your Representative.

If you are under thirteen (13) years old, you may not use theServices under this Agreement.

If you operate as a limited liability company or Registeredcharitable organization, you and your Representative individually andjointly affirm to Telr that your Representative has the legalauthority to give the information on your behalf and to bind you tothis Agreement. We may request more information or documentsindicating your Representative’s capacity from you or yourRepresentative. You or your Representative may not sign up or attemptto register for a Telr Account on behalf of a Telr user who haspreviously been terminated from usage of the Services without Telr’sprior written authorization.

If you operate as a sole proprietor, you and your Representativeagree that your Representative is personally responsible and liablefor your use of the Services as well as your obligations toCustomers, including payment of any sums payable under thisAgreement.

The following terms applies only and are in relation to personsthat are not at least eighteen (18) years old. If you are anindividual operating under a sole proprietorship and you are not atleast eighteen (18) years old, your Representative must be yourparent or legal guardian.

If you are a legal entity that is owned, directly or indirectly,by an individual who is not at least eighteen (18) years old, yourRepresentative must either obtain the consent of your board or of anauthorized officer. Any Representative being a parent, a legalguardian, the approving board, or authorized officer is responsibleto Telr and is legally bound to this Agreement, as if it had agreedto the terms of this Agreement itself.

3. Screening, KYC, Onboarding and Validation. 

At any time during the term of this Agreement and your use of theServices, we may require further information or documentationincluding but not limited to trade license, government-issuedidentification, or other information related to your beneficialowner(s) (“UBO”) or principals, from you, toundertake our screening or re-screening and onboarding process inaccordance with the regulations on Anti-Money Laundering Laws (“AML”)and Countering Financing Terrorisms Laws (“CFT”)issued by the Central Bank of the United Arab  Emirates/KSA inaccordance with Telr’s AML & CFT policies to  verify   the beneficial  ownership or control of the business, validateinformation you provided, verify you or your Representative’sidentify, and assesses the risk associated with your business.

If you use Telr Payment Processing Services, we may request yourbank statement, account confirmation letter stamped, part of youraccount verification.

We may require additional information to enable our risk andcompliance team to verify your account, information, or Transactionsuch as invoices.

Your failure to provide this information or material may result insuspension or termination of your Telr Account.

You grant us permission to retrieve information about you from ourservice providers and other third parties, including but not limitedto credit reporting agencies and information bureaus, and you grantus permission to compile and send such information to such thirdparties. You agree that this information may contain your name,address, credit history, and other information about you or yourRepresentative. You agree that we may use your information to verifyany other information you submit to us, and that any information wegather may influence our overall risk rating of your business. Youunderstand that in some situations, providing such information mayresult in the suspension or termination of your Telr Account.

Telr may update this information on a regular basis as part of ourunderwriting criteria and risk analysis procedures.

4. Updating your Telr Account and Business: 

You commit to keeping your Telr Account information up to date.Any changes impacting you, the nature of your company activities,your Representatives, beneficial owners, principals, or any otheressential information must be immediately updated in your TelrAccount.

You represent and warrant that you are duly incorporated,organized, and/or established and validly existing under the laws ofthe jurisdiction of your incorporation, organization, orestablishment, as the case may be.

You further warrant that you have all requisite corporate powerand authority to enter into this Agreement and to carry out theTransactions contemplated hereby.

Additionally, you warrant that you possess all requisitecertificates, authorizations, permits, and licenses for theperformance of your obligations hereunder.

You shall maintain all applicable licenses, consents, andpermissions necessary to perform your obligations under thisAgreement.

Furthermore, you shall comply with all instructions andrequirements of Telr that you may receive in relation to, or inconnection with, this Agreement.

You warrant that the Services provided to you by Telr are to becarry out exclusively by you and your business, not on behalf of anyother business or legal entity or third party.

You acknowledge and understand the critical importance ofcompliance with the Card Association’s security requirements,including but not limited to those pertaining to Transactioninformation, storage, disclosure, and fraud prevention.  

Ultimately, you are responsible for ensuring ongoing compliancewith all card acceptance requirements applicable to you as specifiedin the Card Association’s operating regulations.

If you fail to maintain this information up to date, we maysuspend your Telr Account or terminate this Agreement.

You also commit to notify us in writing within three (3) days ofany of the following events: (i) You are the subject of any voluntaryor involuntary bankruptcy or insolvency application, petition orproceeding, receivership, or similar action (any of the foregoing, a“Bankruptcy Proceeding”); (ii) there has been an adverse changein your financial condition; (iii) there is a planned or anticipatedliquidation; or there has been a substantial change in your financialcondition; (iv) there is a planned or anticipated liquidation orsubstantial change in the basic character of your business; (v) youtransfer or sell 25% or more of your total assets, or (vi) there isany change in the management or ownership of your business or parentcorporation; or (vii) you get a judgment, injunction or warrant ofattachment or execution, lien, or levy against 25% or more of yourtotal assets.

C. Your Customers’ Business Relationship

You may only use the Services to conduct legal transactions withyour Customers. If you are using a Telr Account, you commit tooversee your interactions with your Customers. In no event, Telrshall be responsible for the items or services you market or sell, orthat your Customers purchase using the Services; or, if you collectcontributions, for communicating the intended use of such donationsto your Customers.

You agree that you are entirely responsible for the nature andquality of the items or services you offer, as well as shipping,support, refunds, returns, and any other ancillary services you offerto your Customers.

Telr makes available and offers Services to you, but we have nomeans of knowing if any specific purchase, sale, donation, order, orother transaction occurred or other transactions (each a“Transaction“ ) are correct, complete, or usualfor your business.

You must determine whether a Transaction started by your Customeris incorrect (for example, a Customer buys one item when theyintended to order another) or suspicious (such as unusual or largepurchases, or a request for delivery to a foreign country where thistypically does not occur).  

If you are unclear whether a Transaction is correct or suspicious,you undertake to investigate it and, if required, contact yourCustomer before fulfilling or completing it. You are entirely liablefor any damages and losses, incurred as a result of erroneous orfraudulent Transactions made in conjunction with your use of theServices.

D. Fees, Charges, Late Charges and Fines. 

You shall pay the accrued Fees as set out in this Agreement as setout in the mutually agreed commercial proposal (“MerchantOnboarding Form”), by whatever name called, which isshared by Telr. The schedule of Fees listed in the Proposal Formshall be applicable to you until the termination of this Agreement.

Telr will begin charging the Fees from the day of writingnotification to you that your Telr Account has been approved and isready to be enabled to process Transactions from live Valid Cards.You acknowledge, agree, and authorize Telr to debit your BusinessCard/ invoice for ‘Monthly Fees’ on the 1st ofthe month if the balance in your Telr Account is less than theMonthly Fees payable as on the date when Fees are payable.

You acknowledge, agree to and grant authority to Telr to use thedetails of the Business Card used by you for payment of the MonthlyFees and collecting such dues as listed in this Agreement.

You further acknowledge and agree that only the first Transactionfor paying the Fee would be 3D Secure protected and any furtherTransactions on your Business Card for collection of Fees asmentioned above would not be 3D Secure protected.

You waive your right to dispute any such charge towards Fees asabove to your Business Card by Telr and agree to keep Telrindemnified from and against any direct or indirect disputes.

Telr may, from time to time, amend the Fees detailed in thisAgreement the Merchant Onboarding Form due to changes in costsimposed by its suppliers.  You will be notified of any changes toFees by email to your provided registered email address, Pleasenote the amended Fees will be imposed immediately.

You acknowledge, agree, and authorize Telr to recover the Fees bydeducting the amount from your Telr Account.

All Fees and Charges are exclusive of VAT and other Taxes/ leviesapplicable, if any, you shall bear and be responsible and liable forthe payment of all relevant Taxes, duties, levies, fees, surcharge,or any other charges levied on its customer under this Agreement.  

You acknowledge that Transaction Fees charged by Telr shall not berefunded irrespective of any Refund, Chargeback or Transaction beingrejected, refunded, or disputed.

E. Account Support.

Help resolving common issues related to using your Telr Accountand Services is our priority. Our support includes the latestversions of our API documentation, resources and documentation madeavailable through our Telr support pages and other pages of ourwebsite (collectively, “Documentation“). If youstill have questions after reviewing the documentation, pleasecontact us.

You are solely responsible for providing your Customer supportregarding Transaction receipts, product or service delivery, support,returns, refunds, and other issues related to your products andservices and business operations. We are not responsible forproviding support for the Services to your Customers unless we agreeto this in a separate agreement with you or your Customers.

F. Other Charges.

You are solely responsible for: (i) determine the taxes, if any,applicable to payments received in connection with the sale of yourproducts and services, acceptance of donations, or your use of theServices; (ii) Assess, collect, report and remit taxes for yourbusiness to the appropriate tax and revenue authorities;

If withholding is required, or if we are unable to verify thetax-related identification information you provide, we may deductsuch tax from the amount owed and remit it to the appropriate taxingauthority. If you are exempt from paying these taxes, you must meetthe applicable legal requirements and provide us with an originalcertificate confirming your tax-exempt status.

Upon our reasonable request, you are required to provide us withtax information. We may send documents to you and tax authoritiesregarding Transactions processed through the Services. In particular,we may be required under applicable law to provide periodicstatements of information to tax authorities in connection with youruse of the Services. When using Payment Processing Services, youagree to report the total amount of payments received each calendaryear as required by the relevant tax and revenue authorities. We mayalso transmit tax-related information electronically, but are underno obligation to do so.

G. Telr Account Requirements and Restrictions. 

You warrant that your business is duly incorporated, organizedand/or established and is validly existing under the laws of theUnited Arab Emirates, KSA, Jordan or Bahrain, organization, orestablishment.

You warrant that it has all requisite corporate power andauthority to enter into this Agreement and to carry out theTransactions contemplated in this Agreement.

You warrant that it possesses all requisite certificates,authorizations, permits and licenses for the performance of itsobligations under this Agreement. You shall maintain all applicablelicenses, consents, and permissions necessary to perform itsobligations under this Agreement.

You shall comply with all Telr’s instructions and requirementsthat you may receive in relation to, or in connection with, thisAgreement.

You acknowledge and understand the importance of compliance withthe Card Association’s security requirements, such as but notlimited to those relating to transaction information, storage,disclosure, and fraud prevention. Ultimately, you must continue tomeet all Valid Card acceptance requirements applicable to you in theCard Association’s operating regulations.

You shall provide at the time of applying for the Services andwhenever required during the duration of this Agreement, valid andgenuine required information, and documentation.

You shall supply to Telr any necessary information required by theSystem to operate the Services. You shall honor all applicable ValidCards authorized to be used on the Gateway presented as a means ofpayment for Electronic Commerce Transactions by accepting these ValidCards and, where relevant, by supplying goods, services, or otherfacilities on the same terms (including price) as they are suppliedfor cash.

You shall not specify any minimum Electronic Commerce Transactionamount for acceptance of Valid Cards.

You agree, acknowledge and warrant that any including withoutlimitation legal and/or financial liabilities and/or risk(s)(associated with including without limitation any fraud,misrepresentation, Chargebacks) upon creating multiple user(s) and/oradd User(s) on your respective Telr Account by You shall be borne byYou. You also agree to discharge the Telr and its affiliates from anyincluding without limitation aforementioned legal and/or financiallabilities and/or risk(s)

.

You shall include in a single Authorization, all goods andservices purchased in a single sale in one total amount even in caseswhen the single sales transaction includes more than one item.

You shall maintain a compliant business and perform necessarycontrols on its Customers’ Transactions to detect and prevent anyillegal activities and at a minimum must comply with the followingrequirements.

You:

• do not knowingly submit and/or accept any Transaction that is illegal and/or reasonably suspect to be illegal and/or which was not undertaken directly between You and the Cardholder.

• submit valid Transactions, in order to ensure that Telr can submit records of valid Transactions submitted by you, to the Bank.

• do not accept Valid Cards for the purchase or trade of child abuse imagery or any other illegal goods or services, including but not limited to those determined by Card Association and as stated in Telr’s guidelines from time to time.

• do not in any way incorrectly identify the relevant good or service sold or in any way attempt to mislead Telr, the Bank or the Card Association as regards the subject matter of each Transaction.

• do not engage in any conduct that could injure or could create a risk of injury to Telr, the Bank or the Card Association or the Acquirer including injury to reputation, or that could adversely affect the integrity of the interchange system, to any Confidential Information as defined in this Agreement and by the Card Association or Acquirer or.

• do not submit for processing, Transactions on behalf of any third-party entity other than that agreed between the Parties.

• do not accept or process Transactions in order to give Cardholders cash unless there is a written consent specifically provided.

• do not accept any Transaction using any Valid Card issued in your name or related to the nominated bank account or of a partner in, or director or other officer of your business or of the spouse or any member of the immediate family or household of any such person.

• do not (in any circumstances), accept money from a Cardholder in connection with processing a refund to the Cardholder’s account.

You shall inform Telr in writing and in timely manner (within 3Working days or subsequently updated timeline) of any changes in itsownership structure, authorized signatories, address, entityregistered name or “doing business as” name.

You will co-operate with us, Card Association(s) and/or Acquirerin respect of any issue(s) arising out of a breach or potentialbreach of security in relation to holding the ConfidentialInformation and/or any data which is confidential in nature.

You shall only offer for sale good and services that are withintheir approved category as accepted and assigned by Telr. If yousubsequently offer for sale goods and/or services outside of youragreed category, you must notify Telr in writing at least two (2)weeks prior to offering these goods and services to user to initiatethe relevant approval process from Telr’s side.

You shall inform Telr in timely manner (within 3 Working days orsubsequently updated timeline) of any significant incidents such as,payment defaults, legal action, legal fines or any conduct that mayinjure or may create a risk of injury to the respective the Bankand/or Telr and/or the Card Association, including injury toreputation, or that may adversely  affect the integrity of the Bankand/or Telr and/or the Card Association core payment systems,information, or both.

You shall notify Telr in writing of any dispute with the ValidCard holder within 48 Working hours of the dispute date. You agree toreceive information from Telr regarding its Services.

If required, you warrant that you will comply with all PCI DSSobligations and or requirements and other fraud protection policiesas may be approved or required by the Card Association from time totime and shall provide Telr with immediate notification of any breachor failure to comply therewith.

You shall clearly display on your website such informationprovided from time to time by Telr to indicate that Telr accepts andprocesses Transaction on your behalf, including your name andinformation as the name that will appear on the Cardholder’sstatement, Card Association marks and Acquirer and not contest theownership of the Card Association marks.

You acknowledge and agree that Card Association(s) may at anytime, immediately and without any prior notice prohibit You fromusing any of the names, logos, symbols and trademarks under the CardAssociation(s) for any reason.

You shall not discriminate against the use of Valid Card inanyway, nor split a Transaction into two or more Transactions.

You shall promptly supply the Bank and/or Telr and/or the CardAssociation with any information and documentation upon request andin the relevant format as specified.

You acknowledge and agree that You shall provide the information(whether confidential in nature or not) from time to time withinseven (7) Working Days upon Telr’s written request of seeking suchinformation for the purposes of fulfilling its obligations laid on itunder the requirements of the Card Association(s) and/or Acquirer.

You acknowledge and agree that You shall prominently andunequivocally inform the Cardholder(s) of your identity at all pointsof interaction in order for the Cardholder to readily distinguish Youfrom any other third-party.

You authorize the Acquirer/Bank, Telr and the Card Association tocontact you and conduct an onsite or offsite investigation on you atany time whether at the time or after this Agreement is signed, toinvestigate your compliance with Card Association’s Rules and/orTelr requirements. You must fully cooperate with the investigationuntil completed and take necessary remedial actions as requested,when and as required.

You acknowledge and accept that the Bank and Telr reserve theright to review the performance of you at any time. In the event thatyou have not been fully compliant with terms of this Agreement or dueto changes in your risk profile, Bank and/or Telr has the righteither to take any appropriate remedial action such as but notlimited to closing your Telr Account or increase the Reservepercentage and/ or change the Settlement Period.

You shall keep copies of all your books, sales records, and otherrequired papers relating to Transactions as applicable, for theperiod of time and manner as required by applicable laws andregulations, but in no event for less than five (5) years from thedate of the Electronic Commerce Transaction (or, if applicable, inthe case of Recurring Electronic Commerce Transactions, five (5)years from the date of the last Transaction forming part of theRecurring Electronic Commerce Transaction), regardless of the expiryor early termination of this Agreement.

You shall not request or use any Valid Card or Valid Card holderinformation for any purpose that you believe, know or should haveknown to be fraudulent or in violation of privacy policies,procedures or guidelines communicated by Telr or the Acquirer/Bank,or of data protection standards and laws and any applicable rules andregulations.

You shall not sell, purchase, provide, or exchange any Card orCardholder information in any form to any third party other thanpassing this information in the appropriate manner to Telr or theAcquirer/Bank or any authorized persons, or pursuant to an officialcourt order or upon a valid law enforcement agency request.

If required, you shall record and keep this information in asecure manner to prevent unauthorized access to or unauthorizeddisclosure of this Confidential Information. You shall destroy thisinformation, in an appropriate manner and within the legally requiredperiod.

You shall not add any taxes or surcharges to Electronic CommerceTransactions unless the applicable law requires that you impose asurcharge. Any surcharge amount as required by the applicable law,must be included in the Electronic Commerce Transaction amount andmust not be collected separately.

You shall not use any Transaction data for any other purposeexcept for determining whether or not you should accept Valid Cardsin connection with a current sale of goods or services.

You shall not make any cash refund to a Valid Card holder who hasmade a purchase with a Valid Card. All credits will be issued to thesame Valid Card used for such purchase.

You are hereby informed that if you engage in gaming/lotteryactivities, you are required to post a notice on your websiteindicating that such activities may be deemed illegal according tothe local regulations of the end user. Furthermore, you shouldrefrain from depositing credit transactions to disburse winnings toCardholders.

In addition, if you offer tobacco and drugstore products, you areaware of the following:

• It is a violation of US law to sell tobacco products to consumers in the US, and such sales could lead to the confiscation of the products by US law enforcement authorities.

• You should obtain a written opinion from independent, reputable, and qualified U.S. legal counsel confirming that your activities fully comply with all applicable laws pertaining to the Card Associations, yourself as the Merchant, the issuer, the acquirer, and any prospective customer of yours.

You shall comply with all applicable laws, rules, regulations,ordinances, and instructions including but not limited to the AMLregulations in the jurisdictions where you are located and operate.You shall comply with all rules and procedures governing thisAgreement, and any other procedure or guidelines which may besupplied by Telr from time to time. You shall comply with allapplicable Card Association operating regulations, instructions,manuals and guidelines.  

Telr may issue amendments in connection with these laws, rules,regulations, ordinances, instructions and the Card Association’soperating regulations, instructions, manuals and guidelines. Suchamendments shall become an integral part of this Agreement whencommunicated appropriately and you undertake to comply with suchamendments as the earlier of it becomes aware of it or being notifiedof such amendments.

You must not under any circumstances, do business in anycountries, entities or individuals designated by including withoutlimitation the United Nations, United Nations Security Council,United Arab Emirates, KSA, Bahrain, Jordan, United States ofAmerica’s (“US”) Government as a country,entity or individual with which it is prohibited to do businessincluding, without limitation, any country, entity individual (and isnot owned or controlled by a prohibited country, entity orindividual) or individual on the Office of Foreign Assets Control ofthe US Department of Treasury List (“OFAC List”)or any entities or individuals which are owned or controlled by anycountries, entities or individuals on the OFAC List, as amended fromtime to time.

The Bank, Acquirer and/or Telr will immediately terminate thisAgreement in the event you become a resident or commence to dobusiness in any prohibited country or is listed on or becomes ownedor controlled by a prohibited country, entity or individual listed inthe OFAC List.

You acknowledge that you accept “Recurring ElectronicCommerce Transactions” at your own risk. In addition toseeking Authorization in accordance with this Agreement, for eachRecurring Electronic Commerce Transaction, Merchants shall obtain aprior written request from the relevant Cardholder for the goodsand/or services to be charged to its account periodically.  

The request must be dated and signed by the relevant Cardholderand must state the amount and frequency of the recurring charge to bemade against that Cardholder and the period of time during which thecharges comprising that Recurring Electronic Commerce Transaction canbe made. Merchant shall not complete a Recurring Electronic CommerceTransaction immediately after receiving: (i) cancellation from theCardholder; (ii) notice from Bank or Telr that Telr or Merchant mayno longer process Recurring Electronic Commerce Transactions for therelevant Cards; or (iii) advice that the Card is not to be honored.

You acknowledge and accept that the use of“Authand Capture” and“Tokenization with or without CVV” is atyourown risk. You accept the risk of Chargebacks, fraud andunauthorized transactions relating to Tokenization Transactions thatare not 3D Secure. Furthermore, You shall be fully and solely liablefor any and all current and/or future financial losses, chargebacks,fines, penalties and/or legal and/or financial damages and/or risk(s)that may arise directly and/or indirectly from (including withoutlimitation) the use, misuse, negligence, misrepresentation, action oromission in connection with “Auth and Capture” &“Tokenization with or without CVV” through the Telr PaymentGateway. You assume full responsibility for any fraudulent orunauthorized transactions occurs as a result of activating or usingthe “Auth and Capture” & “Tokenization with or withoutCVV”. If you are using the tokenization, you understand and agreethat Telr is the owner of the Tokens and will not transmit theinformation to you, even after the termination/expiry of theAgreement.

You may be allowed at the sole discretion of Telr and will be ableto initiate Refunds of amount greater than the balance Reserve amountheld with Telr. On receipt of a claim from Telr, you undertakeforthwith to pay to Telr the amount of the Refund to the extent towhich such Reserve proves inadequate. This facility will allowadditional time not exceeding seven (7) days to you to arrange forReserve funds against refunds so initiated.

At any time during your usage of the Services or before you canfind our list of Prohibitedand Restrictive Business Lines to help you beforeaccepting our terms and Agreement.

You will not take any action(s) that could interfere with orprevent the exercise of the right of and/or by the CardAssociation(s).  

You shall not use your or Merchant own Card to proceed with anyTransaction on your own account.

You shall exclusively utilize the Services for legitimate businesspurposes, that reflects the nature and value of the products and/orservices offered by Your business, as approved by Telr. You warrantthat all payment transactions processed in furtherance of yoursigning the Telr Merchant Agreement will represent such genuine andapproved sales of products and/or services provided by You andapproved by Telr, and will comply with all applicable laws andregulations. You warrant that You shall maintain complete andaccurate records for all transactions, including invoices, purchaseorders, customer communications, proof of delivery or servicecompletion (where applicable), and any other supportingdocumentation, and shall provide such records upon request.

You undertake that the Services shall exclusively be utilized infurtherance of lines of businesses that have been declared to andauthorized by Telr. Any use of the Services for lines of businessthat:

1.  Are not authorized by Telr,

2. Not authorized by Your respective Trade License IssuingAuthority or any other Legal or Regulatory Authority,

2.  Not previously declared to Telr, or

3.  Intentionally or unintentionally misrepresented to Telr.

shall be considered to be a Material Breach of the Agreement andgrounds for immediate termination of the Telr Merchant Agreement.

Disclaimer: In the event of inconsistency betweenany provision of the Agreement and the Card Association(s) Rules, theCard Association(s) Rules will take precedence.

H. Your Website 

You shall maintain a compliant website that meets, at minimum, thefollowing requirements:

1. Display the appropriate Card Association owned marks in the correct color to indicate which Cards are accepted for payment on your website. The marks should be displayed in accordance with the Card Association Rules.

2. Provide a complete description of the goods or services offered for sale on your website.

3. Specify the terms and conditions of a return/refund policy.

4. Provide service contact information, including electronic mail address or telephone number.

5. Include the address of the permanent establishment within the United Arab Emirates or KSA.

6. Specify the transaction currency in which the purchase will be made.

7. Disclose any export restrictions, if applicable.

8. Specify and have Telr accept the terms and conditions of a delivery policy, if applicable.

9. Disclose the country in which your outlet is located at the time of presenting payment options to the Cardholder.

10. Specify and have Telr accept the terms and conditions of a consumer’s data privacy policy.

11. Outline security capabilities and policy for the transmission of payment card details. You shall fulfill the PCI DSS requirements on card security when required by Telr.

12. Ensure that your name displayed on the website/app matches your business description.

In the event that the Cardholder is conducting an ElectronicCommerce Transaction on your website/app, you shall ensure that theCardholder enters the following information for each ElectronicCommerce Transaction made:

1. The Cardholder Name.

2. The full Card number.

3. The date of expiry of the Card.

4. CVV/CVC codes – except for Recurring Electronic Commerce Transactions.

5. The billing address of the Cardholder.

6. The shipping address to which purchased goods are sent and/or purchased services are received.

You shall not request any information from the Cardholder otherthan the information required to complete the purchase in accordancewith Card Associations rules and the Service Provider requirements.

You shall display the brand mark Card Association as specified bythe Bank and/or Telr to inform Cardholders that they are transactingat a recognized and secure website.

The Service Provider may require any changes to your website appor otherwise that it deems necessary or appropriate to ensure thatyou remain in compliance with the Card Association standardsgoverning the use of the Marks.

You acknowledge and agree:

1. That the Card Association is the sole and exclusive owner of the marks.

2. Not to contest the ownership of the marks for any reason.

3. That the Card Association may at any time, immediately and without advance notice, prohibit you from using any of the marks for any reason.

You confirm that your website, products, services, and businessactivities accurately reflect Your operations and that You willpromptly notify Telr of any material changes to Your business model,ownership, products, services, or website.

I. Unauthorized or Illegal Usage of Telr Account. 

We may refuse, condition, or suspend any transaction that webelieve:

• may violate this Agreement or any other agreement with Telr.

• unauthorized, fraudulent, or illegal; or

• expose you, Telr, or others to risks unacceptable to Telr.

If we suspect or know that you are using or have used the Servicesfor any unauthorized, fraudulent, or unlawful purpose, we will complywith our legal obligation to collect information related to suchactivity and may be disclosed to appropriate financial institutions,regulators, or law enforcement.

This information may include information about you, your TelrAccount, your Customers, and the Transactions you make using theServices.

J. Telr Obligations. 

Telr, having been duly incorporated and validly existing under thelaws of its jurisdiction of incorporation, hereby warrants thefollowing:

• Telr, in the execution of Payment Services, shall adhere to all pertinent laws and regulations, including but not limited to Anti-Money Laundering (AML), Counter Financing of Terrorism (CFT), Know Your Customer (KYC) Regulations, Sanctions, Data Protection Laws, and any UAE Federal Law (including regulations set forth by the Central Bank of the United Arab Emirates or KSA).

• Telr, in the execution of Payment Services, shall comply with all relevant requirements set forth by Acquiring Banks and/or Card Associations.

• Telr, in the execution of Payment Services, shall adhere to Payment Card Industry Data Security Standard (PCI DSS) standards.

• Telr warrants that the utilization of the System by the Merchant shall not result in the Merchant or the Bank violating any Applicable Laws or infringing upon the rights of any third party.

• Telr warrants its proficiency and full qualification to render services in complete compliance with the terms and conditions outlined in this Agreement, as well as recognized norms and standards of practice.

• Telr shall exert all reasonable efforts, drawing upon its professional experience, expertise, and resources, to provide the Merchant with the services stipulated in this Agreement.

• Telr shall remit to the Merchant the proceeds of all Electronic Commerce Transactions processed and presented in accordance with the terms of this Agreement and cleared with the Card Associations, deducting all charges and fees owed to the Bank and Telr as detailed in Merchant Onboarding Form of this Agreement, including amounts related to Chargebacks, Fines, and penalties imposed by the Card Associations. Telr shall withhold the Rolling Reserve percentage as specified in Merchant Onboarding Form and credit the Merchant’s designated bank account accordingly.

• Telr shall maintain the confidentiality of all information and documents provided by the Merchant pursuant to this Agreement.

• Telr shall retain records for a period of 5 years from the date of execution of each Transaction.

K. Electronic Signature Consent. 

1. Consent to Electronic Disclosure and Notice: Parties agree that electronic signatures collected by a Certification Service Provider (Adobe or Docusign) shall be considered valid and constitute acceptance of the terms and conditions outlined in this Agreement and the Merchant Onboarding Form, in accordance with your jurisdiction as per the below:

• United Arab Emirates. As defined in Federal Decree-Law No. 1 of 2006 concerning Electronic Transactions and Commerce Law in the United Arab Emirates, or by any other electronic means permitted by UAE law. Each Party acknowledges and agrees that: (i) The use of electronic signatures shall have the same legal effect, validity, and enforceability as a handwritten signature, (ii) The electronic signature of each Party shall be treated as an original signature for all purposes of this Agreement, (iii) Each Party agrees not to dispute the validity or enforceability of any electronic signature on the grounds that it was affixed electronically, (iv) Each Party shall bear the risk of any unauthorized use of its electronic signature and shall take all necessary precautions to prevent such unauthorized use, (v) Any document or communication transmitted electronically, including those bearing electronic signatures, shall be considered “in writing” for the purposes of this Agreement.

• Click on Agreements: Please note that we shall consider your click on agreement by ticking a checkbox as an acceptance of our Terms and Conditions on our Merchant Form in accordance with the market practice and Article 19 of the Electronics Transactions Law.

• Kingdom of Saudi Arabia. As defined in Electronic Transactions Law (Saudi Arabia Cabinet Decision No. 80/1428 on the Approval of The Electronic Transactions Law issued by Royal Decree No. M/8 and dated 26 March 2007) provides that electronic signatures which meet the requirements of the Electronic Transactions Law carry the same legal effect as traditional “wet” signatures and that contracts cannot be denied enforceability merely because they are concluded electronically. However, the Electronic Transactions Law provides that the law cannot be used to require any person to execute an agreement electronically without their explicit or implicit approval. As per Article 12 of the Implementing Regulations, whoever relies on the electronic signature of another party shall verify the validity of the electronic signature by:

• Verifying that the sender’s digital certificate was issued by an authorized and valid Certification Service Provider.

• Ensuring that the data accompanying the electronic signature (i.e., the name and address) are consistent with the digital certificate; and

• Ensuring that there are no warning notices regarding potential defects in or related to the Electronic Signature or the signed document.

2. Distribution Method: You agree that Telr may provide notices regarding the Services via our website or dashboard (as defined below) or by sending notices to the registered email address or postal address provided in your Telr Account. Notices may include notices about your Telr Account, service changes, or other information we may need to provide to you. You also agree that electronic delivery of notices has the same legal effect as providing a physical copy. We expect to receive notice within 24 hours of posting on our website or email.

3. Access requirements: It should come as no surprise that you need a computer or mobile device, internet connection and a browser to access the dashboard and read the notifications provided. If you have trouble viewing or accessing a communication, please contact us.

4. Withdrawal of Consent: Due to the nature of the Services, you may not use it unless you consent to the electronic delivery of your communications. However, you may opt out of receiving communications electronically by terminating your Telr Account.

L. Term and Termination. 

1. Term and Termination: This Agreement is effective on the date of your signing the Telr Merchant Agreement and continues until terminated by you or Telr. You may terminate this Agreement at any time by closing your Telr Account. You are required to provide one (1) month’s written notice of such closure (“Notice of Cancellation”), and the same must be sent to cancellation@telr.com through your registered email address as provided at the time of availing the Services. If you wish to send the Notice of Cancellation through an email address that is different from that which was registered with Us, the same shall be accepted in the form of a Formal Letter signed by your Authorized Signatory and certified with your Company Stamp. If you continue to use the Services or register for another Telr Account, you agree to this Agreement. We may terminate this Agreement or close your Telr Account at any time, for any reason, by giving you prior notice subject to United Arab Emirates or KSA applicable law, Central Bank of the UAE or KSA regulation and AML/CFT measures. We may suspend your Telr Account and your ability to access funds in your Telr Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud, chargeback excessive of 0.8% otherwise wrongful, Card Association(s) Rules violation or credit risk, or any other risks associated with your Telr Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any law, payment method provider, payment method Acquirer, Card Association requires us to do so; or (iv) we are otherwise entitled to do so under this Agreement; (v) if you breach any term or condition of the Agreement;  (vi) if you enter liquidation administrative liquidation; (vii) if Telr and/or the Bank has reasonable and justifiable concerns about your financial position;(viii) and If your account with the Bank is closed for any reason whatsoever; (ix) if the Card Scheme Association(s) and/or Acquirer requests Telr to do so; (x) if there are any changes between Telr and/or Card Association(s) and/or Acquirer Acquirer’s arrangement(s); (xi) if You undertake Transactions for anything other than the genuine purchase of the goods and/or services that You supply; (xii) if you materially alter the contents of your (registered) website and/or change the business model during the term of the Agreement and/or if You have a direct change of control or any of your parent company without prior written consent of Telr or (xiii) if You fail to submit any Transactions or no activity is recorded on your Merchant Account for twelve (12) consecutive months.

A Payment Method Provider or Payment Method Acquirer or CardAssociation may terminate your ability to accept a Telr PaymentProcessing Services, at any time and for any reason, in which caseyou will no longer be able to accept Telr Payment Processing Servicesunder this Agreement.

2. Effects of Termination:

Termination does not immediately relieve you of obligationsincurred by you under this Agreement. Upon termination, you agree to(i) complete all pending Transactions, (ii) stop accepting newTransactions, and (iii) immediately remove all Telr and paymentnetwork or Card Association logos from your website (unless permittedunder a separate licence with the payment network or CardAssociation). After all pending Transactions have been processed,your continued or renewed use of the Services will renew youragreement to the terms of this Agreement. If you terminate thisAgreement, we will pay you the remaining funds in accordance withTelr Payment Processing Services upon clearing including withoutlimitation the AML & CFT and chargeback policies. Further, youunderstand and agree that upon termination:

• all licenses granted by Telr under this Agreement will terminate.

• we reserve the right (but have no obligation) to delete all information and account data stored on our servers.

• we will not be liable to you for any compensation, refund, or damages related to your use of the Services, or termination or suspension of the Services, or deletion of your information or account details.

• you remain responsible to us for any Fees, fines, or other financial obligations incurred by you or by your use of the Service prior to termination. The obligations set forth in this Agreement shall survive the expiration or termination of this Agreement. Any Fees, Charges, Fines, Refunds, Penalties which you owe to Telr, Bank, Valid Card holder shall be payable by you to the relevant party despite the termination of this Agreement, and till such time said payment obligation is finally settled.

3. Forfeiture of Unclaimed Payouts

1. In the event that a Merchant closes their Telr account while having a pending payout balance ("Outstanding Amount"), the Merchant must submit a formal request to Telr for the release of the Outstanding Amount within ninety (90) calendar days from the date of account closure.

2. If the Merchant fails to submit a request for the Outstanding Amount within the aforementioned period, the Merchant expressly agrees and acknowledges that Telr shall have the right to forfeit the Outstanding Amount. Such forfeited funds will no longer be claimable by the Merchant and will be managed in accordance with applicable laws and regulations of the United Arab Emirates, including but not limited to the Central Bank of UAE regulations.

3. Telr shall make reasonable efforts to notify the Merchant of their Outstanding Amount via the contact details provided in their account before the expiration of the ninety (90) day period. However, it remains the Merchant's sole responsibility to ensure timely action.

4. This clause is without prejudice to Telr’s other rights under this Agreement or under Applicable Laws, including the commercial codes provisions and regulations issued by the Applicable Central Bank.

M. VALUE ADDED SERVICES

In addition to the aforementioned Services, Telr provides AddedValue Services to you wherein you agree, acknowledge and consent atall times that it shall be subjected to the terms and conditions ofproviders of the Added Value Service(s) respectively as follows (ifapplicable upon you opting for the aforementioned services subject toTelr’s approval):

1. APPLE PAY If you opt for availing and/or enabling Apple Pay services (“Apple Wallet”) within the scope of the Agreement acknowledge, agree, and consent at all times that:

• You are aware of all the ecommerce (card non-present transaction “CNP”) transactions associated with all the Card Schemes processed through Apple Wallet which are considered un-secured and are open to including without limitation charge schemes and, customer claims, fines from the Card Schemes upon any violation of the terms of the Card Schemes, and exposed to including without limitation misrepresentation and fraudulent conducts by your customer(s) and/or any other third parties.

• You shall not hold Telr liable for including without limitation any or all direct or indirect claim(s), loss(s), dispute(s), fraud(s) associated with for any of the activities and/or liabilities and/or conducts listed within and/or beyond the scope of clause 2.3 (a) of the Agreement. Whereas all the liabilities and obligations associated with Apple Wallet shall be transferred solely to you.

• You shall indemnify and waive Telr against including without limitation any or all direct or indirect claim(s), loss(s), dispute(s), fraud(s) associated with any of the activities and/or liabilities and/or conducts listed within and/or beyond the scope of clause K. a of the Agreement.

• You shall be subject(ed) to Apple Inc and/or Apple Pay’s terms and conditions for all the transaction and/or services associated with Apple Wallet. You are responsible to keep itself updated of all the changes, aforementioned terms and conditions and policies of Apple Pay.

2. Buy Now Pay Later BY TABBY FZ LLC (“Tabby”). You also have the option of enabling Tabby’s variety of payment method(s) including “Pay Later” and “Pay in Instant” and any such related payment processing services (“Payment Services”) in accordance with Tabby’s requirements and sole discretion.

Telr has partnered with Tabby to provide you with the option ofone or more payment methods and services for your online/offlinestores (as applicable). Upon opting for such services from Tabby, youacknowledge and consent that you shall be subject(ed) to Tabby’sterms and conditions  and are required to keepitself updated of any changes in such terms and conditions.

DISCLAIMER: Telr is not the provider of theaforementioned Added Value Services and shall not be responsible forproviding such Added Value Services to you. Telr shall only beresponsible for supplying information securely to the Added ValueService provider(s) to allow usage of the card in such services. Telrshall not be responsible for any including without limitationfailure(s) of the aforementioned Added Value Services or theinability to use such services for any transaction(s). Telr shall notbe responsible for the performance or non-performance of the AddedValue Service’s provider(s) or any other third parties regardingany agreement, you enter into with the Added Value Service’sprovider(s) or associated third‐party relationships that may impactyour use of such services.

3. TELR SPLIT PAYOUT You shall also be regulated under Telr Split Payout Agreement in case you opt for Split Payout.

4. OKTA VERIFICATION In order to ensure your optimum security, your details and secure log-in access, you acknowledge and agree that it grants Telr and Okta an irrevocable consent to utilize Okta verification as part of its secured log-in verification. It further acknowledges and consents that the scope of this shall be regulated under Okta’s Terms and Conditions and shall keep itself updated with these terms & conditions "OKTA Terms of Service".
5. CREDIT POOL

Creditpool Services are a Value-AddedService whereby Telr provides payment processing services infurtherance of Our Partnership with CreditPool Technologies Limited(“Creditpool”) through Creditpool’s UserInterface and Technical Functionality (“the CreditpoolPlarform”). If You use and/or opt for availing and/orenabling Creditpool Services within the scope of the Agreement, Youacknowledge, agree, and consent at all times to thefollowing Creditpool Terms:        1. You have accepted and you are bound by Creditpool’s Terms andConditions.      2. We may refuse to create anaccount, or may suspend or terminate an account, where We reasonablybelieve this is necessary for security, fraud prevention, compliancewith law, or to protect the Services or other users.       3. Your access to and use of the Creditpool Services is enabledthrough the Telr’s onboarding and configuration processes(including Telr’s dashboard or portal) and is subject to youragreement with Us.         4.Fees, settlement arrangements, availability, limits, features, andany service-specific parameters applicable to your use of theCreditpool Services are set out in or made available through theAgreement and/or the Our onboarding and dashboard flows, and areaccepted by You through those flows.      5. Where required for activation, you shall provide your unique Telrcredentials (or other Telr-required configuration details) in themanner specified to Creditpool. You are responsible for maintainingthe confidentiality and security of such credentials and must notshare them except with authorised personnel       6. When a Consumer uses the Creditpool Platform to split and/or poola payment, the Consumer submits the split and/or pool instructions(for example, selected cards and split amounts or percentages)through the Creditpool Platform, which is then communicated to Telr.Telr shall not be responsible for any errors or discrepancies in suchcommunication.         7. Limitsand rules may apply to CreditPool and/or Split Payments (which mayvary by Merchant, card type, Consumer, or risk controls). Details ofthese limits may be shown in the Creditpool Platform or at checkoutand may change from time to time.          8. Refunds, reversals and chargebacks may result in settlementadjustments and related fees under the Agreement and applicable cardscheme rules.          9. You are responsible for chargebacks and dispute management underTelr and card scheme rules, including providing evidence andresponding within required timeframes.         10. You shall not hold Telr liable for including without limitationany or all direct or indirect claim(s), loss(s), dispute(s), fraud(s)associated with for any of the activities and/or liabilities and/orconducts listed within and/or beyond the scope of the CreditpoolServices.        11. Nothing in theCreditpool Terms exempt You from any other Applicable Terms asspecified in the Agreement.

N. LIABILITY

Telr does not guarantee that operation of the system will beuninterrupted and error-free and shall not be liable for any loss ofbusiness or other damages claimed by the customer due to any suchinterruption. In such a case, your sole remedy shall be that the Telrshall exert all its efforts to limit said interruption.

In the event that the Telr becomes liable for loss or damage as aresult of breach of any provision in this Agreement, the Telr’sliability shall be limited to the amount of the Transaction chargesapplied to any affected Transactions unless the Telr committed fraud,misrepresentation, negligence or misconduct.

Any action against the Telr must be brought within the prescribedperiod provided by Applicable Laws.

Any unintentional and minor errors in the Telr’s externalcommunications with you, either by the Telr’s website, the systemor other forms of communication, shall be subject to correctionwithout liability on the part of the Telr. In such a case, such errorshould be immediately rectified by the Telr.

You shall be solely responsible for any losses, liabilities,fines, penalties, Card Scheme assessments, Card Scheme monitoringprogramme fees, regulatory penalties, bank charges, legal costs,settlement losses, fraud losses, chargeback losses or any otherfinancial liability incurred by Telr directly or indirectly arisingfrom any transactions processed in furtherance of Your signing of theTelr Merchant Agreement. You shall defend, indemnify and holdharmless Telr from and against losses resulting from any claims,suits, actions or other proceedings that may result from anyviolation of the Agreement by You, with no recourse to or liabilityon Telr at any point in time.

O. INDEMNITY

Telr and/or Acquirer/Bank shall in no way be liable to you or theCardholder in case of any dispute arising between them, including,without limitation, any claim or dispute arising between themregarding exchange or return of goods/services.

Telr and/or Acquirer/Bank shall in no way be liable to you or theCardholder in case of any dispute arising between them, including,without limitation, in relation to the failure of processing anElectronic Commerce Transaction.

You shall be liable to reimburse Telr in timely manner, eitherduring the tenure of the Agreement or after the termination of thisAgreement, for any disputed amount for a period of 36 months from thedate of the relevant Electronic Commerce Transaction.

You shall indemnify and hold Telr and/or Acquirer/Bank and itsdirectors, officers, employees and agents harmless from and againstany and all loss, liability, cost, damage and expense (includingreasonable legal and accounting fees and expenses) to which Telr andits directors, officers, employees and agents may be subjected orwhich it or they may incur in connection with:

1. any act or omission of yours which leads in any way to damage to Telr, Acquirer, the Bank and the Card Association brand image and/or reputation.

2. any breach of your obligations under this Agreement.

3. any claims which arise from or out of or as the result of the willful misconduct or negligent acts or omissions of yours, its directors, officers, employees, agents and affiliates, in the performance of their duties and obligations under this Agreement; and

4. any claims by third parties that are in any way related to Telr’s reliance on you providing Cardholder, Transaction and payment information.

You will maintain for the term of this Agreement such insurance,at its own expense, as will fully protect it from any and allprofessional claims, claims under any applicable employer’sliability or employee compensation laws and all other claims ofwhatsoever kind or nature for damage to property or for personalinjury (including death) made by anyone whomsoever, that may arisefrom operations carried on under this Agreement.

You agree to release, hold harmless and indemnify Telr,Acquirer/Bank and Card Association to the maximum extent permitted bylaw from and against any liability whatsoever (including loss ofprofits, loss of revenue, loss of data, loss of opportunity, allforms of economic loss, negligence and tax) however arising inconnection with its use, misuse or harmful use of provided system andsoftware, the Documentation (whether or not that use is in accordancewith a software License) or the Processing Services.

You agree and undertake to fully reimburse Telr and/orAcquirer/Bank against any and all Chargebacks arising from Customerdisputed Transactions, as described in section Division 4 G.CHARGEBACK of this Agreement and processed by Telr andAcquirer/Bank and fully protect, defend, hold harmless and keep Telrand Acquirer/Bank fully indemnified from and against any and allclaims, damages, losses, liabilities, obligations, actions, causes ofactions, judgments, suits, demands, penalties, charges, costs,expenses and disbursements of any kind or nature whatsoever andhowsoever rising which Telr and Acquirer Bank may suffer, sustain,incur or be liable for directly or indirectly, in consequence of / asa result of the Transactions processed by Telr and Acquirer/ Bank.

P. MARKETING USAGE

You, the Merchant, agree to let and permit Telr to use the name ofyour legal entity, logo, and trade name without the need to requireprior written consent from You, for any publicity release,advertising, or any other publication. Such usage does not entitlethe Merchant to any royalty or payment in any manner in exchange forthe right to use the Merchant's Marks. This clause iscross-jurisdictional without any limit (worldwide) and royalty-free.

Last updated: July 17th, 2024

DVISION 2: API INTEGRATION AND SECURITY REQUIREMENTS

This section of our Terms & Conditions outlines theresponsibilities and liabilities related to the use of ourtechnology, including account creation, API key management, andsystem integration requirements. By engaging with our services, youacknowledge and agree to these stipulations, ensuring a secure andcompliant operational environment.

A. API & Telr Merchant Dashboard

Telr allows you to access its Services through its API, which canbe utilized on websites and applications specified in your TelrAccount. By following the instructions outlined in the documentation,you can use the API to make the most of these Services. You canmanage your Telr Account and access additional features by using TelrAccount Dashboard. However, you must not use the API for any purposenot described in the documentation or communicated to you by Telrsupporting team.

Telr may modify the API and documentation periodically, and mayadd or remove functionality, but it will notify you of significantchanges or removal of features to minimize disruptions to your use ofthe Services.

Telr provides you with API keys, both publishable and secret, forlive and test transactions, which you can access through TelrDashboard. The publishable keys help identify transactions with yourCustomers, while the secret keys allow for any API call to your TelrAccount.

You are responsible for keeping your secret keys secure and shouldnot share or publish them with anyone unauthorized. Failure to do socould increase the chances of fraud on your Telr Account, leading tolosses for you or your Customers. In the event of any unauthorizeduse of your secret key or any breach of security regarding theServices, you must contact Telr immediately here: support@telr.com .

More information on the proper use of publishable and secret APIkeys can be found in the documentation providing guidance on securingyour Telr Account.

You are solely responsible for the safekeeping and proper use ofall API keys and credentials. Any compromise or unauthorized use ofthese keys and credentials resulting from the merchant’s negligenceor failure to secure them will be Your’ liability.

B. Ownership of Telr IP

As between you and Telr, Telr and its licensors exclusively ownall rights, title, and interest in the patents, copyrights (includingrights in derivative works but not limited), moral rights, rights ofpublicity, trademarks or service marks, logos and designs, tradesecrets, and other intellectual property embodied by, or contained inthe API, Services, Dashboard, and Documentation (collectively, “TelrIP“) or any copies thereof. Telr IP is protected bycopyright, trade secret, patent, and other intellectual propertylaws, and all rights in Telr IP not expressly granted to you in thisAgreement are reserved.

You may choose to or we may invite you to submit comments or ideasabout improvements/enhancement to the Service, our API, our platform,or any other component of our products or services (“Ideas”). Ifyou submit an Idea to us, we will presume that your submission wasvoluntary, unsolicited by us, and delivered to us without anyrestrictions on our use of the Idea. You also agree that Telr has nofiduciary or any other obligation to you in connection with any Ideayou submit to us, and that we are free to use your Ideas without anyattribution or compensation to you.

C. Licenses

You are granted a nonexclusive and nontransferable license toelectronically access and use the Telr IP only in the mannerdescribed in this Agreement. Telr does not sell to you, and you donot have the right to sublicense the Telr IP. We may make updates tothe Telr IP or new services available to you automatically aselectronically published by Telr, but we may require action on yourpart before you may use the Telr IP or new services (includingactivation through the Dashboard, or acceptance of new or additionalterms).

Telr may revoke or terminate this license at any time if you usethe Telr IP in a manner prohibited by this Agreement.

You may not: (i) claim or register ownership of Telr IP on yourbehalf or on behalf of others; (ii) sublicense any rights in Telr IPgranted by us; (iii) import or export any Telr IP to a person orcountry in violation of any country’s export control laws; (iv) useTelr IP in a manner that violates this Agreement or laws; or (v)attempt to do any of the foregoing.”

D. Content 

As a user of our services, you are allowed to upload or publishtext, images, and other forms of content (“Content“)to your Telr Account and to third-party sites or applications,provided that you have obtained the necessary permissions andlicenses required to upload or publish such Content using ourServices.

You hereby agree to fully indemnify Telr against all fees, fines,losses, claims, and other costs incurred by Telr as a result of anyillegal Content published through our Services, or any claims ofinfringement on the intellectual property, privacy, or otherproprietary rights of third parties resulting from Content that youhave published.

E. IP White listing 

While we recommend whitelisting IP addresses to enhance security,it is understood that this may not always be feasible. Regardless,the liability for any breaches or unauthorized access resulting fromfailure to implement such recommendations will rest solely with You.

F. PCI DSS Compliance for Remote API Connection 

For systems connecting to our Platform via remote API:

• Compliance Requirement: It is mandatory that any system connecting to our services for the purpose of transmitting, processing, or storing payment card information must comply with the Payment Card Industry Data Security Standard (PCI DSS). This ensures the protection of payment card information against breaches and unauthorized access.

• Merchant’s Responsibility: You must ensure that your system is fully compliant with PCI DSS when connecting to our Services. Failure to maintain compliance may result in immediate suspension of Service access, and You will bear all liabilities arising from such non-compliance as may be applicable.

Last updated: July 09th, 2024

DIVISION 3: PRIVACY POLICY AND DATA PROTECTION

This Privacy Policy and Data Protection (“Agreement”)constitute a legally binding agreement between Innovate TechnologiesFZCO (“Telr”, “us”, “we” or “our”),registered in the United Arab Emirates, having its offices at101-119, Building A1, Dubai Digital Park, Dubai, and the person orlegal entity (“you”, “your”, “Merchant” or “user”),who created and registered a Telr Account page to enable theprovision of a category of payment processing, data, technology andanalytics services and/or any other services (each a “Services”)offered by Telr and its affiliates.

This Agreement describes the terms and conditions pertaining tothe privacy policy and data protection that apply to your use of theServices and governs your access to and use of the Services providedby Telr, including all its domains, sub-domains, media forms,websites, mobile applications, dashboards, related content,communications, functionality (collectively “Platform”)offered or linked on or through the Platform.

If any of the terms of this Agreement is not clear, please contactus before using the Services.

Should there be any change in this Agreement, Telr will notify youin writing thirty (30) days prior the implementation, accordingly.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU AREEXPRESSLY PROHIBITED FROM USING THE SITE AND YOU SHOULD DISCONTINUEUSE IMMEDIATELY.

A. Scope of policy. 

This Privacy and Data Protection Policy (“Privacy Policy”)applies to every person(s) using and/or accessing the Platform.Further this Privacy Policy governs the manner in which the Telrcollects, uses, maintains and discloses personal and non-personalinformation when Customer and Merchants uses our Platform. ThisPrivacy Policy applies to the Platform and all products and/orServices offered by the Telr or affiliated or associated with theTelr.

B. Background.

1. Telr recognizes that protecting the privacy of our Customers, Merchants and stakeholders is essential specifically in terms of personal and sensitive data to maintaining their trust and confidence, and we will continue to make it a top priority.

2. Telr shall use Customer and Merchant’s Personal Information only in accordance with this Privacy It is the Customer or Merchant’s responsibility to read and understand this Privacy Policy carefully to-be aware of the Telr’s practices regarding collection, storage, maintenance, disclosure, and usage of the Customer or Merchant’s Personal Information.

3. Telr primarily contracts with and offers services to corporate entities in the form of Merchants where entities such as natural persons and sole proprietorships use Telr’s services to make payments.

4. Telr reserves the right to make changes to the Privacy Policy at any point in time at its sole discretion. It is the Customer or Merchant ’s responsibility to periodically updated itself to ensure that the Customer and Merchant are aligned with such changes. By signing up to the Platform and/or using and/or accessing the features/ Services of Telr, you hereby accept and agree to adhere to the terms of our Privacy Policy.

C. Policy statement. 

1. Telr is committed to upholding the principles of privacy and data protection. The Privacy Policy is designed to ensure that all personal information collected, stored, processed, and shared by Telr is done in accordance with the Applicable Law and ethical standards.

2. Telr operates a policy of openness and transparency and managing any identified conflict of interest without prejudice to the interests of Telr’s clients. Telr’s culture is based on this Privacy Policy and is materialized in all day-to-day activities.

3. Telr promotes the principle of privacy and protection of data of a Customer and Merchant in accordance with the Applicable Law’s requirement in relation to the privacy and data protection, Telr will ensure that a Customer and Merchant’s privacy is protected and secured with reasonable controls and measures throughout all levels. The principle of privacy and data protection is equally as important as other business needs and is always considered.

D. Customer’s Personal Information Requested by Telr. 

1. Telr may collect, transfer, use, store a Customer’s Personal Information when the Customer or Mechant browses on the Platform and/or uses its Services for the following purposes:

2. Information the Customer or Merchant provides to the Telr at the time of creation of its account, the Telr may ask the Customer or Merchant to provide a Customer or Merchant specific identifiable information such as including with limitation Customer or Merchant’s full name, email address, phone number, address, website and any other personal information that may be required for creating an account. Moreover, when a Customer or Merchant is accepting the cookie disclaimer/ banner displayed on the Platform.

3. Telr may require additional Customer or Merchant’s Personal Information including without limitation full name, email address, date of birth, home address, proof of address, bank statement,  personal identification card and/or passport and other information as may be required to on-board the Customer or Merchant in accordance with the Applicable Law and regulatory requirements (“Customer Personal Information”).

4. Telr will collect, store, process financial and transaction related to personal data from Card holder(s) and their transaction, which may include, full name, email address, phone number, credit card number, expiry date, CVV, billing and shipping address, IP address, browser type and version, purchase amount, date of the purchase, and cart description.

E. Why Does Telr Collect Customer Data. 

1. Telr collects the personal data to understand how Customer or Merchant use the Services and resources provided on the Platform.

2. Telr uses Personal Information to comply with the requirements stipulated under the Applicable Law including without limitation legal, regulatory, financial and auditing obligations.

3. To improve the Customer or Merchant experience and assist us in responding effectively to the Customer or Merchant’s and Customers or Merchant service requests, inquiries and any additional support requirements.

4. To process the Customer or Merchant’s application and to understand the nature, profile and industry of the Customer or Merchant’s business in order to access and assess the application as per the requirements.

5. Telr may use the Personal Information for marketing purposes; and/or to send emails in relation to any information and updates pertaining to Platform and Services and/or to respond to the queries/ inquires/ requests raised by the Customer or Merchant. However, this is only if the Customer or Merchant has opt in to avail itself to promotional activities and/or mailing list of Telr including without limitation its new services or products, features or special offers.

6. The Personal Information is used to identify, monitor and reduce fraudulent/ illegal activities and to detect, prevent, mitigate fraudulent activities including without limitation risks associated with the transactions, Telr’s systems.

F. Data Storage and its Access.

1. The Personal Information collected by Telr is stored in Telr’s servers in accordance with the Applicable Law with reasonable measures stipulated to protect the Personal Information from unauthorized access, use and/or disclosure.

2. Telr has adopted adequate security measures which are appropriate in accordance with the industry practice – however, it does not assure or guarantee that no person (legal/ natural) will overcome or subvert the security measure and gain unauthorised access to Personal Information. Customer or Merchant should at all times ensure that their credentials are private and confidential and should not be shared with any third party.

3. Telr may allow third party application to access Customer or Merchant’s information in instances where a requirement/ need to verify Customer or Merchant data arises. Telr shall ensure that verification processes used by third party application shall assist in making Customer or Merchant’s account safe from being used for illegal and fraudulent activities.

G. Rights Of a Customer or Merchant under Privacy and DataProtection. 

1. In accordance with the Applicable Law, Customer or Merchant reserves certain rights over their Personal Information which including without limitation are to:

• Request deletion/ removal of any Personal Information provided that the Personal Information is compliant with the applicable law for including without limitation legal, compliance proceedings for any financial crime/ fraudulent crime prevention.

• Request correction to any information held by Telr or in instances where Personal Information is deemed to be incomplete, inaccurate or outdated – however, a Customer or Merchant will have to undergo a verification process in order to be given such correction access.

• Request to access their Personal Information including requesting copy of the Personal Information held by Telr to the extent permissible under applicable law.

• Right to not process a Customer or Merchant’s Personal Information for direct marketing purposes including opting for unsubscribing of marketing and promotional mails, visit login details on Customer or Merchant’s dashboard.

H. Third Parties Disclosure under Privacy and DataProtection. 

1. Telr may allow third party application(s) to access a Customer or Merchant’s information as and when the need for verification of their Personal Information and other validation is required. Telr shall ensure that verification process used by third party application(s) will assist in making their accounts safe from any illegal activities pertaining to Services.

2. Telr may disclose Personal Information to third parties for the purpose of including without limitation providing payment services, promoting the business, verification, activation of accounts and legal reason(s) as follows:

• With a limited number of service providers based within GCC countries or beyond deemed necessary to deliver services, such as including without limitation banks, identify verification services, infrastructure hosting, data analysis, payment processors, customer service, email delivery.

• Telr may share such information with third-party business partners in order to provide Customer(s) or Merhcant its acquiring banks services.

• Whenever required, Telr may use Customer or Merchant’s Personal Information in order to protect including without limitation to protect Telr’s interest, rights, property and/or safety of Telr, its employees and affiliates in the event of a legal claim and disclose it with a third party if Telr is of the opinion that access, use, maintenance or disclosure of Personal Information is required under the Applicable Law, legal process or enforceable governmental request, applicable terms of services including without limitation investigation of potential violation, fraudulent, illegal and security issues.

I. Third Party Website. 

1. There are including without limitation advertising or other content on our Platform that provide link to the sites and services of Telr’s partners, suppliers, advertisers, sponsors, and other third parties. Telr does not control external content or links appearing on such sites and shall not be deemed responsible for the contents published or policies practiced by such websites.

2. Telr in any manner does not guarantee protection and privacy of information which a Customer or Merchant may provide to such websites. Customers or Merchants are required to read the terms and conditions, policies of such website with caution before using it as Customers or Merchants shall be subject to such website’s own terms and conditions.

J. Retention of Customer’s Data. 

Telr securely (reasonably possible) retains Personal Informationin the recommended format for the duration in accordance with theApplicable Law. Telr may retain Personal Information for longerperiods than required by Applicable Law for business interest,provided it is not prohibited by the Applicable Law.

K. Platform Cookies.

Cookies help Telr analyse data to be used in improving thePlatform, eventually giving the Customer and/or Merchant a betteruser experience. Customers and/or Merchants generally have the optionof selecting or declining Cookies on the Platform – however, upondeclining Cookies, Customers and/or Merchants shall not get completebenefit of using the Platform seamlessly. Customers can read Telr’sdetailed policy on Cookies, on the Platform’s Cookie notice whichcan be accessed at https://telr.com/cookie-notice/.

L. Updating Customer’s Information. 

If the Customer and/or Merchant need to change/ amend theirPersonal Information they are required to contact Telr by notifyingits concerned relationship manager. Telr in accordance with theApplicable Law recommends Customer and/or Merchant’s keep theirPersonal Information updated at all times.

M. Contact Details. 

Customer and/or Merchants’ can contract Telr should there be anyquestions, comments or for any action required, or compliant aboutthe Privacy Policy at privacy@telr.com.

Last updated: July 09th, 2024

DIVISION 4: PAYMENT PROCESSING SERVICES 

Telr works with various Telr affiliates, Payment Method Providers,and Payment Method Acquirers to provide you with access to thePayment Methods and Payment Processing Services. Where the PaymentProcessing Services enable you to submit Charges (as defined below),we may limit or refuse to process Charges for any RestrictedBusinesses or for Charges submitted in violation of this Agreement.

Your use of a Payment Method may be subject to separate termsapplicable to the Payment Method. For example, Visa and Mastercardrequire you to enter into an agreement with the Payment MethodAcquirer for Visa and Mastercard Transactions.

DISCLAIMER: THE FOLLOWING DIVISION (4) OF THEAGREEMENT IS APPLICABLE TO THE AGGREGATION AND DIRECT MODEL OFMERCHANTS RESPECTIVELY. WHEREAS IN CASE OF MERCHANTS UNDER DIRECTMODEL, ALL TERMS OF DIVISION 4 OF THE AGREEMENT PERTAINING PROCESSINGTRANSACTIONS, DISPUTES, REFUNDS, REVERSALS, SETTLEMENT & PAYOUTSCHEDULE, CLEARING FUNDS & RESERVES, SECURITY INTERESTS,COLLECTION, & SET-OFF RIGHTS, AND RECONCILIATION & ERRORNOTIFICATION (AS APPLICABLE) SHALL BE SUBJECT TO THE TERMS ANDCONDITIONS OF THE ACQUIRIER.

IN CASE OF ANY CONFLICT OF TERMS BETWEEN THE AGREEMENT, THE TERMSAND CONDITIONS OF THE ACQUIRIER AND CARD SCHEMES RULES, THE CARDSCHEMES RULES SHALL PREVIAL.

A. DEFINITIONS

The following terms used in this Agreement relate to your use ofPayment Processing Services:

CHARGE: means a credit or debit instruction tocapture funds from an account that a customer maintains with a bankor other financial institution in connection with a Transaction.

DISPUTE/DISPUTED TRANSACTION/CHARGEBACK: meansan instruction initiated by a customer for the return of funds for anexisting Charge (including a chargeback or dispute on a PaymentMethod).

FINE: means any fines, levies, or other chargesimposed by us, a Payment Method Provider, or a Payment MethodAcquirer, caused by your violation of Laws or this Agreement or aspermitted by the applicable Payment Method Rules.

PAYMENT METHOD RULES: means the guidelines,bylaws, rules, and regulations imposed by the Payment MethodProviders and Payment Method Acquirers that operate Payment Methodssupported by Telr (including the payment card network operating rules(“Network Rules“) for the Visa, Mastercard, andAmerican Express networks).

PAYMENT METHOD: means a type of payment methodthat Telr accepts as part of the Payment Processing Services, such asa credit card and debit card.

PAYMENT METHOD ACQUIRER/BANK: means a financialinstitution that is authorized by a Payment Method Provider to enablethe use of a Payment Method by accepting Charges from Customers onbehalf of the Payment Method Provider and routing these Charges tothe Payment Method Provider.

PAYMENT METHOD PROVIDER: means the provider ofa Payment Method, such as Visa, Mastercard, and American Express.

TELR PAYMENT PROCESSING SERVICES: are Servicesthat you may use to accept payments from your Customers forTransactions, perform other financial transactions, managesubscriptions, and perform transaction reporting.

REVERSAL: means an instruction initiated by aPayment Method Provider, a Payment Method Acquirer, or us to returnfunds for an existing Charge. Reversals may result from (i)invalidation of a charge by a Payment Method Provider or a PaymentMethod Acquirer; (ii) funds settled to you in error or withoutauthorization; and (iii) submission of a Charge in violation of theapplicable Payment Method Rules or where submission of the Charge oryour use of Payment Processing Services violates this Agreement.

B. REGISTERING FOR USE OF PAYMENT PROCESSING SERVICES.

When you register for a Telr Account, you may be asked forfinancial information, or information we use to identify you, yourRepresentatives, principals, beneficial owners, and other individualsassociated with your Telr Account.

Throughout the term of this Agreement, we may share informationabout your Telr Account with Payment Method Providers and PaymentMethod Acquirers in order to verify your eligibility to use thePayment Processing Services, establish any necessary accounts orcredit with Payment Method Providers and Payment Method Acquirers,monitor Charges and other activity, and conduct risk management andcompliance reviews.

We may also share your Data (as that term is defined below) withPayment Method Providers and Payment Method Acquirers for the purposeof facilitating the compliance of Telr, the Payment Method Providers,and the Payment Method Acquirers with Applicable Laws and PaymentMethod Rules. We will review and may conduct further intermittentreviews of your Telr Account information to determine that you areeligible to use the Payment Processing Services.

Telr is not a bank and we do not accept deposits, provide loans orextend credit. If you accept payment for products or services(including events such as concerts or other performances) notimmediately deliverable to the Customer (a “Preorder“),we may, in our sole discretion, initiate Reversals or hold Reservesfor all or a portion of the Charges processed by us for a Preorder.If you would like to receive payment for a Preorder, please contactus before doing so.

C. PROCESSING TRANSACTIONS; DISPUTES, REFUNDS, REVERSALS 

You may only submit Charges through the Payment ProcessingServices that are authorized by your customers.

To enable us to process Transactions for you, you authorize anddirect us, our affiliates, the Payment Method Providers and PaymentMethod Acquirers to receive and settle any payment processingproceeds owed to you through the Payment Processing Services.

You may not, other than as required, grant or assign any interestin payment processing proceeds to any third party until such time asthe payment processing proceeds are deposited into your PayoutAccount (as defined below).

You appoint Telr and the Payment Method Acquirer (as applicable)as your agents for the limited purpose of directing, receiving,holding and settling such proceeds. You agree that such agent’sreceipt of such proceeds satisfies the relevant end-customer’sobligations to make payments to you. We will promptly update yourTelr Account balance to reflect any such proceeds that we receive onyour behalf.

Except where Telr and a Customer have otherwise agreed, youmaintain the direct relationship with your customers and areresponsible for: (i) acquiring appropriate consent to submit Chargesthrough the Payment Processing Services on their behalf; (ii)providing confirmation or receipts to Customers for each Charge;(iii) verifying Customers’ identities; and (iv) determining acustomer’s eligibility and authority to complete Transactions.

However, even authorized Transactions may be subject to a Dispute.Telr is not responsible for or liable to you for authorized andcompleted Charges that are later the subject of a Dispute, Refund, orReversal, are submitted without authorization or in error, or violateany Laws.

You are immediately responsible to us for all Disputes, Refunds,Reversals, Returns, or Fines regardless of the reason or timing. Wemay decline to act upon a Refund instruction, or delay execution ofthe instruction, if: (i) it would cause your Telr Account balance tobecome negative; (ii) you are the subject of Bankruptcy Proceedings;or (iii) where we otherwise believe that there is a risk that youwill not meet your liabilities under this Agreement (including withrespect to the Charge that is the subject of the Refund instruction).

In many but not all cases, you may have the ability to challenge aDispute by submitting evidence through the email or the Dashboard. Wemay request additional information to provide to Payment MethodProviders and Payment Method Acquirers to assist you in contestingthe Dispute, but we cannot guarantee that your challenge will besuccessful.

Payment Method Providers and Payment Method Acquirers may denyyour challenge for any reason they deem appropriate. Where achallenge is entirely or partially successful, your Telr Accountwill, subject to our exercise of our rights, be credited with thefunds associated with the Charge that is the subject of the Dispute(or a portion thereof).

You may not submit a new Charge which duplicates a Transactionthat is subject to a Dispute.

Please keep in mind that, you are liable for all losses you incurwhen lost or stolen payment credentials or accounts are used topurchase products or services from you. Telr does not and will notinsure you against losses caused by fraud under any circumstances.

For example, if someone pretends to be a legitimate buyer but is afraudster, you will be responsible for any resulting costs, includingDisputes, even if you do not recover the fraudulently purchasedproduct. Even if we work with you to assist you or law enforcement inrecovering lost funds, Telr is not liable to you, or responsible foryour financial losses or any other consequences of such fraud.

A Reversal for a Charge may be issued if the Charge is madewithout the account owner’s authorization, or in connection with aRestricted Business, violates the applicable Payment Method Rules, orfor other applicable reasons. If a Reversal is issued, we willprovide you Notice and a description of the cause of the Reversal.

D. RESPONSIBILITIES AND DISCLOSURES TO YOUR CUSTOMERS

It is very important to us that your customers understand thepurpose, amount, and conditions of Charges you submit to us.

With that in mind, when using the Payment Processing Services youagree to: (i) accurately communicate, and not misrepresent, thenature of the Transaction, and the amount of the Charge in theappropriate currency prior to submitting it to the API, email orDashboard; (ii) provide a receipt that accurately describes eachTransaction to Customers; (iii) provide Customers a meaningful way tocontact you in the event that the product or service is not providedas described; (iv) not use Services to sell products or services in amanner that is unfair or deceptive, exposes Customers to unreasonablerisks, or does not disclose material terms of a purchase in advance;and (v) inform Customers that Telr and its affiliates processTransactions (including payment Transactions) for you.

You also agree to maintain and make available to your customers areasonable return, refund, cancellation, or adjustment policy, andclearly explain the process by which Customers can receive a Refund.

The Payment Processing Services may include functionality thatenables you to receive recurring or subscription payments from yourcustomers, and to issue invoices to your customers. If you use thePayment Processing Services to submit recurring or subscriptionCharges, you agree to comply with Applicable Laws and Payment MethodRules, including clearly informing Customers in advance of submittingthe initial Charge that they will be charged on an ongoing basis andexplaining the method for unsubscribing or cancelling their recurringbilling or subscription. If you use the Payment Processing Servicesto issue invoices to your customers, you understand and agree that itis your responsibility to ensure that the form and content of theinvoices comply with Applicable Laws and are sufficient to achieveany legal or tax effect that you are trying to achieve.

If you engage in Transactions with Customers who are individuals(i.e. consumers), you specifically agree to provide consumers withdisclosures required by Applicable Law, and to not engage in unfair,deceptive, or abusive acts or practices.

E. PAYMENT TERMS AND FINANCIAL SERVICES TERMS 

Your use of the Payment Processing Services is subject toadditional terms that apply between you and one or more of Telr, aTelr affiliate, a Payment Method Acquirer and a Payment MethodProvider.

Additionally, a Payment Method Provider may enforce the terms ofthis Agreement directly against you.

We may add or remove Payment Method Providers and Payment MethodAcquirers at any time. The Payment Terms and Financial Services Termsmay also be amended from time to time. Your continuing use of thePayment Processing Services constitutes your consent and agreement tosuch additions, removals and amendments.

F. SPECIFIC PAYMENT METHODS 

Payment Cards: When accepting payment cardpayments, you must comply with all applicable Network Rules,including the Network Rules specified by the Visa Rules andRegulations Rules specified by Visa International (“Visa”), theMastercard Rules specified by MasterCard International Incorporated(“Mastercard”), and Discover Rules (“Discover”), UnionpayRules (“UnionPay”), JCB Rules (“JCB”), Network Rulesspecified by American Express. Collectively, Visa, Mastercard,Discover, UnionPay, JCB and American Express are referred to in thisAgreement as the “Networks”.

The Network Rules state that you may only accept payments usingpayment cards for bona fide legal commercial transactions between youand your Customers for goods or services that are free of liens,claims, and encumbrances. You may only use payment network trademarksor service marks consistent with the Network Rules, and the NetworkRules also limit your ability to discriminate by card type or chargesurcharges for acceptance of payment cards.

The Networks may amend the Network Rules at any time withoutnotice to you, and Telr reserves the right to change the PaymentProcessing Services at any time to comply with the Network Rules. Wemay share with the Networks (and the Payment Method Acquirer)information you provide to us that we use to identify the nature ofyour products or services, including the assignment of your businessactivities to a particular payment network merchant category code(MCC).

G. CHARGEBACK

Telr may withhold or debit payment to you in relation to anElectronic Commerce Transaction, including Recurring Transactions andTokenization Transactions, or may charge back the amount to youraccount, under any of the following circumstances:

1. Authorization for an Electronic Commerce Transaction is not obtained in accordance with the terms set out in this Agreement.

2. Card transaction data is issued or presented in breach of this Agreement, which may include any additional guidelines supplied to you from time to time.

3. You fail to produce, at Telr and/or the Bank’s request, a sales record.

4. Your account is credited more than once for the same Electronic Commerce Transaction.

5. The Electronic Commerce Transaction has not been authorized or recognized by the Cardholder.

6. You have processed a fictitious Electronic Commerce Transaction or have otherwise defrauded or attempted to defraud Telr, the Bank, or the Cardholder.

7. You have participated in the sales of prohibited products and/or services in accordance with this Agreement.

8. You have failed to comply with the terms of this Agreement or are otherwise in breach of any rule, regulation, instruction, procedures, or guidelines issued pursuant to this Agreement.

9. The Electronic Commerce Transaction is, in Telr and/or the Bank’s sole opinion, a suspicious Electronic Commerce Transaction.

10. You have failed to deliver the goods or services purchased within the specified time frame, or the goods received by the Cardholder have been damaged.

11. If an Electronic Commerce Transaction is authorized but does not meet the specification of a 3DSecure transaction where applicable and the Cardholder refuses to accept the Electronic Commerce Transaction for such reason.

12. The Electronic Commerce Transaction is, for any reason, illegal, null, or invalid; and

13. Any other valid reason as defined by the Card Associations’ Rules, such as but not limited to:

• Any suspect or irregular charge/debit on a Card.

• Any charge/debit for a Product or Service in excess of the stated price.

• Any charge/debit for undelivered goods or services.

• Any charge/debit resulting from hacking, breach of security, or mishandling of Card account information.

• Any transaction made outside the authorized territory for Card use.

• Disputes regarding the nature, quality, or quantity of goods/services covered by the Transaction.

• Cardholder disputes or denials of transactions or sales/delivery of goods/services.

• Duplicate postings to the Cardholder’s account.

In addition to any costs incurred by Telr in withholding orcharging back payment, you agree to pay all penalties and finesimposed upon Telr by the Bank and/or Card Associations due to yournon-compliance with standard terms or regulations.

You must respond to a retrieval request as soon as possible, notlater than the number of days specified by the international CardAssociations’ Rules. Any dispute regarding a debited Transactionfollowing a Chargeback must be made in writing within the specifiednumber of days as per the international Card Associations’ Rules.Failure to complete the dispute process in accordance with theconditions described in this section may result in the loss of yourright to represent a transaction.

Customers typically raise payment Card Network Disputes (alsoknown as “Chargebac) when a merchant/ You, failsto provide the product or service to the Customer, or where thepayment card account holder did not authorise the Charges. HighDispute rates (typically those exceeding 1%) may result in yourinability to use the Payment Processing Services.

Failure to timely and effectively manage Disputes with yourCustomers may ultimately result in your inability to accept paymentCards for your business.

When you accept payment Card Transactions, Network Rulesspecifically prohibit you from (i) providing cash refunds for aCharge on a credit Card unless required by Laws, (ii) initiating aRefund more than five (5) calendar days after issuing a credit toyour Customer, (iii) accepting cash, its equivalent, or any otheritem of value for a Refund, (iv) acting as a payment facilitator,intermediary, or aggregator, or otherwise reselling PaymentProcessing Services on behalf of others, (v) submitting what youbelieve or know to be a fraudulent Charge or a Charge that has notbeen authorized by the Cardholder, (vi) submitting a Charge where theTransaction has not been completed or the goods or services have notbeen shipped or provided (except where the Cardholder has paid apartial or full prepayment or the Cardholder’s consent is obtainedfor a Recurring Transaction), (vii) splitting Transactions intomultiple Charges unless certain criteria are met, or (vii) usingPayment Processing Services in a manner that is an abuse of thepayment Card Association Networks or a violation of the NetworkRules.

If you misuse the Payment Processing Services for payment cardTransactions or engage in activity the Networks identify as damagingto their brand, or if we are required to do so by the Network Rules,we may submit information about you, Representatives, your beneficialowners and principals, and other individuals associated with yourTelr Account, to the MATCH terminated merchant listing maintained byMasterCard and accessed and updated by Visa, Discover, UnionPay, JCBand American Express, or to the Consortium merchant Negative File(“Discover Match File”) maintained by Discover.

Addition to one of these lists may result in your inability toaccept payments from payment Cards. You understand and consent to oursharing this information and to the listing itself, and you willfully reimburse us for any losses we incur from third-party claims,and you waive your rights to bring any direct claims against us thatresult from such reporting. Our reporting of information under thisparagraph is separate from any other right that we may exercise underthis Agreement, and we may separately terminate this Agreement orsuspend your Telr Account due to the misuse or damaging activity thatcaused us to make the report.

If you engage a third-party processor to create and deliver apayment Card Transaction directly to the payment card network, thenyou may be able to specify that the Transaction will be cleared andsettled by Telr via our Payment Processing Services. If you intend tomake use of this service with respect to the Telr Payment ProcessingServices, you first must notify us.

If you engage a third party to deliver this service, and you arepermitted to designate Telr in this manner, then you take the risk ofthe third party properly delivering the Transaction to the paymentCard Network.

You understand and agree that Telr will only clear and settlefunds for transactions that are actually received by the payment cardnetwork. You further assume responsibility for any failure by suchthird party to comply with the applicable Network Rules.

1. American Express conversion: If your American Express Transaction volume exceeds a threshold amount set by American Express, American Express may convert you to a direct American Express merchant, which means that your acceptance of American Express Transactions will be governed by American Express’ then-current Card Acceptance Agreement, and your pricing and other fees for the acceptance of American Express Transactions will be directly agreed between you and American Express. In the event of such conversion, your relationship with Telr will not be otherwise affected, and Telr will continue to process your American Express Transactions in accordance with this Agreement.

H. SETTLEMENT AND PAYOUT SCHEDULE

1. Your Payout Account: Telr and the Payment Method Acquirer will, with their banking partners, arrange to settle funds to the bank or other financial institution account that you designate (your “Payout Account”).

You affirm that you are authorised to initiate settlements to anddebits from the Payout Account, and that the Payout Account is ownedby you, and administered and managed by a financial institutionlocated in the United Arab Emirates or KSA. If you update your PayoutAccount (including via the Dashboard) then you must ensure that youcontinue to comply with the requirements of this section. We mayrequire you to provide us with documentary proof demonstrating yourcompliance with this section, and your failure to provide such proofwill constitute a breach of this Agreement.

2. Settlement to Your Payout Account: A positive balance in your Telr Account will result in settlement to your Payout Account and a negative balance in your Telr Account will result in a deduction, set-off and/or debit of the amounts owed. We may reduce the amount settled to your Payout Account by the amount of Fees, Fines, and amounts owed to us for any reason. In addition, You acknowledge and agree that the Card Association(s) may be retain or withhold settlement of any payout sums if You breach any obligation(s) as a Telr Merchant.

3. Settlement to third party recipients – Telr Split Payout: We may offer you the ability to have funds settled to another person (a “third party recipient”) as instructed by you to Telr (including by transferring all or part of the positive balance in your Telr Account to the Telr Account of such third party recipient), instead of settling funds to your Payout Account. If Telr or a Payment Method Acquirer settle funds to a third party recipient (or transfers all or part of the balance in your Telr Account to the Telr Account of a third party recipient) as instructed by you, you agree that this satisfies Telr’s obligations (and any applicable Payment Method Provider’s and Payment Method Acquirer’s obligations) to settle funds to you, and we will promptly update your Telr Account balance to reflect such settlement or transfer. You may refer to our Merchant Telr Split Agreement – Terms and Conditions.

4. Multi-currency Processing: We may offer you the ability to have funds settled to your Payout Account in a currency different from the one in which you accepted payment from a customer (“Multi-Currency Processing“). To use this service, you must provide us with a valid Payout Account for each currency for which you request settlement, based on our list of available settlement currencies. We may add or remove currencies from our list of available settlement currencies at any time. If you use Multi-Currency Processing, we will identify at the time of the Charge (for example, through the API), the conversion rate that will apply to the Charge. If you Refund a Charge, the conversion rate that will apply will be the rate in effect at the time of the Refund, not the Charge. By submitting a Charge or Refund you will be deemed to have accepted the applicable conversion rate. You may choose not to use the Multi-Currency Processing service at any time. You may also change the Payout Account information or other settings associated with your use of Multi-Currency Processing, but any such changes will only affect subsequent Charges.

5. Payout Schedule: The term “Payout Schedule” refers to the time it takes for us to initiate settlement to your Payout Account. Your Payout Schedule is specified in the Dashboard. Telr may require a holding period before making initial settlement to the Payout Account. After the initial settlement of funds, we will settle funds to the Payout Account according to the Payout Schedule; however, please be aware that a Payment Method Provider, a Payment Method Acquirer, or the financial institution holding your Payout Account, may delay settlement for any reason. We are not responsible for any action taken by the institution holding your Payout Account to not credit the Payout Account or to otherwise not make funds available to you as you expected. We reserve the right to change the Payout Schedule or to suspend settlement to you. Examples of situations where we may do so are: (i) where there are pending, anticipated, or excessive Disputes, Refunds, or Reversals; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by Law or court order. We have the right to withhold settlement to your Payout Account upon termination of this Agreement if we reasonably determine that we may incur losses resulting from credit, fraud, or other legal risks associated with your Telr Account. If we exercise our right  

to withhold a Payout for any reason, we will communicate thegeneral reason for withholding the Payout and give you a timeline forreleasing the funds.

6. Incorrect Settlement: The information required for settlement will depend on the financial institution holding the Payout Account. Please make sure that any information about the Payout Accounts that you provide to us is accurate and complete. If you provide us with incorrect information (i) you understand that funds may be settled to the wrong account and that we may not be able to recover the funds from such incorrect transactions and (ii) you agree that you are solely responsible for any losses you or third parties incur due to erroneous settlement transactions, you will not make any claims against us related to such erroneous settlement transactions, and you will fully reimburse us for any losses we incur.

I. CLEARING FUNDS, ROLLING RESERVES AND SECURITY DEPOSIT 

All funds resulting from Charges are held in pooled clearingaccounts (the “Clearing Accounts”) with ourbanking partners. We will settle funds to and from the ClearingAccounts in the manner described in this Agreement; however, you haveno rights to the Clearing Accounts or to any funds held in theClearing Accounts, you are not entitled to draw funds from theClearing Accounts, and you will not receive interest from fundsmaintained in the Clearing Accounts.

In certain circumstances, we may require you to place funds inreserve or to impose conditions on the release of funds (each a“Rolling Reserve“). We may impose a RollingReserve on you for any reason if we determine that the risk of lossto Telr, Customers, or others associated with your Telr Account ishigher than normal. For example, we may hold a Rolling Reserve if:(i) your or your Customers’ activities increase the risk of loss tous or to your Customers, (ii) you have violated or are likely toviolate this Agreement, or (iii) your Telr Account has an elevated orabnormally high number of Disputes.

If we impose a Rolling Reserve, we will establish the terms of theRolling Reserve and provide you Notice of the amount, timing, andconditions upon which the funds in the Reserve will be released toyou. In many cases, the Rolling Reserve amount will be the entireamount of Charges processed using the Payment Processing Services.

We may change or condition the terms of the Reserve based on ourcontinuous assessment and understanding of the risks associated withyour Telr Account, if required to do so by Payment Method Providersor Payment Method Acquirers, or for any other reason. We may fund theRolling Reserve with funds processed through your use of PaymentProcessing Services, by debiting the Payout Account or another bankaccount associated with your Telr Account, or by requesting fundsdirectly from you.

To the extent possible, we prefer to identify the necessity for aRolling Reserve in advance of establishing one. If you are concernedthat we will impose a Rollikng Reserve on you due to the nature ofyour business activities, please contact us before using theServices.

J. RISK COVERAGE 

Telr reserves the right to request a Rolling Reserve and/orfinancial guarantees to be held by Telr equivalent to a percentage ofthe Transaction volume processed through Telr’s services. Telrreserves the right to modify, increase, or change the percentage ofthe Transaction volume at its sole discretion during the term of theAgreement.

The Rolling Reserve amount and/or financial guarantees will beheld from a specified point in time for a defined number of days, asdetermined by Telr. Additionally, Telr reserves the right to withholdpayment for any amount at any time at its sole discretion to coverany perceived risk.

The Rolling Reserve and/or financial guarantees will beautomatically adjusted against the daily payment Settlement figuresprocessed through Telr to maintain the reserve equivalent as outlinedin Merchant Onboarding Form.

Telr will use the Rolling Reserve and/or financial guarantees heldfrom you to settle any financial liabilities or amounts imposed byCard Associations or Law Enforcement Authorities due to issuesrelated to you’r merchant Website, or merchant Transactions.

Telr’s right to hold funds as a Reserve, including the RollingReserve or any Settlement on payment volume prior to the terminationdate, shall survive the termination of this Agreement for a minimumperiod of 7 months or longer after the termination date, or the dateof your last Transaction depending on your product and businesspractices.

Telr may, without noticing you, apply funds held as RollingReserve against any outstanding amounts owed by you under thisAgreement or any other agreement between you and Telr. Telr may alsoutilize the Reserve Rolling to collect any amounts due, includingrights of set-off and recoupment. Any remaining balance of the fundsheld as Rolling Reserve will be returned to you unless the funds aresubject to an investigation or are from fraudulent Transactions.Unless expressly agreed to in writing, the funds held in RollingReserve will not accrue interest.

K. SECURITY INTERESTS, COLLECTION, AND SET-OFF RIGHTS 

1. Security Interests: You grant us a lien and security interest in all funds for Transactions that we process for you, including funds that we deposit into your Payout Accounts, as well as funds held in any other bank accounts to which such Transaction funds are deposited or transferred. This means that if you have not paid funds that you owe to us, your Customers, or to any of our affiliates, we have a right superior to the rights of any of your other creditors to seize or withhold funds owed to you for Transactions that we process through the Services, and to debit or withdraw funds from any bank account associated with your Telr Account (including your Payout Accounts).Upon our request, you will execute and deliver any documents and pay any associated fees we consider necessary to create, perfect, and maintain a security interest in such funds.

2. Collection and Set-Off Rights: You agree to pay all amounts owed to us and to our affiliates on demand. Your failure to pay amounts owed to us or to our affiliates under this Agreement is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost. Where possible, we will first attempt to collect or set-off amounts owed to us and to our affiliates from balances in your Telr Account from your use of the Payment Processing Services or from funds that we hold in Reserve. However, we may collect any amounts you owe us under this Agreement by deducting or setting-off amounts that you owe from the Telr account balance (or debiting the payout account for such Telr account) for any Telr account that we determine, acting reasonably, is associated with your Telr Account. Similarly, we may deduct or set-off amounts from your Telr Account balance (or debit your Payout Accounts) in order to collect amounts owed to us in relation to such associated Telr accounts. In certain circumstances, we may require a personal, parent or other guarantee (a “Guarantee“) from a user’s principal, owner, or other guarantor. A Guarantee consists of a legally binding promise by an individual or an entity to pay any amounts the user owes in the event that the user is unable to pay. If we require you to provide us with a Guarantee, we will specifically inform you of the amount of, and the reasons for the Guarantee. If you are unable to provide such a Guarantee when required, you will not be permitted to use the Services.

L. RECONCILIATION AND ERROR NOTIFICATION 

The Dashboard contains details of Charges, Charge history, andother activity on your Telr Account. Except as required by Law, youare solely responsible for reconciling the information in theDashboard generated by your use of Payment Processing Services withyour records of Customer Transactions, and for identifying anyerrors.

You agree to review your Telr Account and immediately notify us ofany errors. We will investigate any reported errors, including anyerrors made by Telr or a Payment Method Provider, and, whenappropriate, attempt to rectify them by crediting or debiting thePayout Account identified in the Dashboard. However, you should beaware that your ability to recover funds you have lost due to anerror may be very limited or even impossible, particularly if we didnot cause the error, or if funds are no longer available in anyPayout Account.

For Transaction errors, we will work with you and our PaymentMethod Providers to correct a Transaction error in accordance withthe applicable Payment Method Rules. If you fail to communicate anerror to us for our review without undue delay and, in any event,within 13 months after you discovered it and flagged it in theDashboard, you waive your right to make any claim against us or ourPayment Method Providers for any amounts associated with the error.

M. ASSIGNMENT

You may not assign any of Your rights and/or obligations underthis Agreement to a third party without prior written consent ofTelr.

N. WAIVER AND SEVERABILITY

Failure by either Telr or You to enforce any of the provisions ofthe Agreement shall not constitute a waiver of that Party’s rightsnor in any way affect the validity of the whole or any part of theAgreement.

In the event that any of the provisions contained in thisAgreement shall be deemed to be unlawful or unenforceable then thatprovision shall be severed from the remaining provisions which willremain to be valid.

O. ENTIRE AGREEMENT

This Agreement represents the entire agreement between Telr andYou in relation to its subject matter. Any prior agreements aresuperseded by this Agreement. No modification of any of theprovisions of this Agreement are permitted without written acceptanceof both Parties.

In the event of any inconsistency between any provision of thisagreement and the Card Association regulations, unless required byany Applicable Law, the Card Association regulations will govern.

P. PARTIAL INVALIDITY

If, at any time, any provision of this Agreement is or becomesillegal, invalid or unenforceable in any respect, neither thelegality, validity or enforceability of the remaining provisions willin any way be affected or impaired.

Last updated: 1^stSeptember 2026

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