Terms & conditions

This Telr Merchant Terms and Conditions (“Agreement”) constitutes a legally binding agreement between Innovate Technologies FZCO (“Telr”, “us”, “we” , “Service Provider” or “our”), registered in the United Arab Emirates, having its offices at 101-119, Building A1, Dubai Digital Park, Dubai, and the person or legal entity (“you”, “your”, “Merchant” or “user”), who created and registered a Telr Account page to enable the provision of a category of payment processing, data, technology and analytics services and/or any other services (each a “Services”) offered by Telr and its affiliates.

This Agreement describes the terms and conditions that apply to your use of the Services and governs your access to, and use of the Services provided by 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 contact us before using the Services.

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

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

DISCLAIMER: THE FOLLOWING AGREEMENT IS APPLICABLE TO THE AGGREGATION AND DIRECT MODEL OF MERCHANTS RESPECTIVELY. 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 SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THE ACQUIRIER.

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

DIVISION 1: GENERAL TERMS & CONDITIONS.

A. Definitions

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

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

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ACQUIRER/BANK: Shall mean banks or financial institutions that provide Telr with the tools needed to collect payment from issuers on Merchant behalf.

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

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

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

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‍CARD ASSOCIATION/SCHEMES: Shall mean a worldwide incorporated body regulating and processing specific brands of Cards, namely: VISA, VISA International Inc. and MC, MasterCard Inc., or comparable bodies which provide Valid Card(s).

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

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

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‍EID: Shall mean your Emirates Identification Document.

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

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

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SETTLEMENT PERIOD: Shall mean time period after which Telr pays you the net value of the transactions processed for you after deducting the applicable Refunds, Chargebacks, Fees or Fines in accordance with this Agreement and according to the Card Associations regulations

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ROLLING RESERVE: Shall mean the amount withheld from any settlement of payment volumes by Telr dedicated to mitigate risk and settle any chargeback or any other amount that the Telr/ Bank loses due to disputes or claims or expenses incurred by you with relation to the agreed on Services.

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‍RECURRING ELECTRONIC COMMERCE TRANSACTIONS: Shall mean a Transaction which the Valid Card holder has agreed can be debited to their Valid Card holder’s account at agreed intervals or on agreed dates. The Transaction can be for a specific amount or for an amount due to a sub-merchant for an ongoing service or provision of goods;

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REGISTERED: Shall mean any including without limitation entity that has aligned with all the requisite legal and regulatory requirements;

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

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

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

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

B. Your Telr Account

1. Onboarding, Registration and Permitted Activities.

To register on Telr, only legal entities (including limited liability company and sole proprietorship charitable organization, or persons located and operating in and out of the United Arab Emirates or KSA are eligible to apply for a Telr Account to use the Services described in this Agreement. If you and/or your business or your affiliates is (are) located in another jurisdiction, Telr and its affiliates may provide Services under separate agreements, if applicable.

To register and onboard you for a Telr Account, you or your Representative 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 or activities and any other information related to you that we require. We may also collect your personal information including but not limited to your passport copy, your EID, your selfie for authentication and security purposes, name, nationality, and any other personal information related to the ownership of your business.

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

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

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

2. Your Representative.

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

If you operate as a limited liability company or Registered charitable organization, you and your Representative individually and jointly affirm to Telr that your Representative has the legal authority to give the information on your behalf and to bind you to this Agreement. We may request more information or documents indicating your Representative’s capacity from you or your Representative. You or your Representative may not sign up or attempt to register for a Telr Account on behalf of a Telr user who has previously been terminated from usage of the Services without Telr’s prior written authorization.

If you operate as a sole proprietor, you and your Representative agree that your Representative is personally responsible and liable for your use of the Services as well as your obligations to Customers, including payment of any sums payable under this Agreement.

The following terms applies only and are in relation to persons that are not at least eighteen (18) years old. If you are an individual operating under a sole proprietorship and you are not at least eighteen (18) years old, your Representative must be your parent 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, your Representative must either obtain the consent of your board or of an authorized officer. Any Representative being a parent, a legal guardian, the approving board, or authorized officer is responsible to Telr and is legally bound to this Agreement, as if it had agreed to 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 the Services, we may require further information or documentation including but not limited to trade license, government-issued identification, or other information related to your beneficial owner(s) (“UBO”) or principals, from you, to undertake our screening or re-screening and onboarding process in accordance 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 in accordance with Telr’s AML & CFT policies to  verify   the  beneficial  ownership or control of the business, validate information you provided, verify you or your Representative’s identify, and assesses the risk associated with your business.

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

We may require additional information to enable our risk and compliance team to verify your account, information, or Transaction such as invoices.

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

You grant us permission to retrieve information about you from our service providers and other third parties, including but not limited to credit reporting agencies and information bureaus, and you grant us permission to compile and send such information to such third parties. You agree that this information may contain your name, address, credit history, and other information about you or your Representative. You agree that we may use your information to verify any other information you submit to us, and that any information we gather may influence our overall risk rating of your business. You understand that in some situations, providing such information may result in the suspension or termination of your Telr Account.

Telr may update this information on a regular basis as part of our underwriting 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 other essential information must be immediately updated in your Telr Account.

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

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

Additionally, you warrant that you possess all requisite certificates, authorizations, permits, and licenses for the performance of your obligations hereunder.

You shall maintain all applicable licenses, consents, and permissions necessary to perform your obligations under this Agreement.

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

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

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

Ultimately, you are responsible for ensuring ongoing compliance with all card acceptance requirements applicable to you as specified in the Card Association’s operating regulations.

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

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

C. Your Customers’ Business Relationship

You may only use the Services to conduct legal transactions with your Customers. If you are using a Telr Account, you commit to oversee your interactions with your Customers. In no event, Telr shall be responsible for the items or services you market or sell, or that your Customers purchase using the Services; or, if you collect contributions, for communicating the intended use of such donations to your Customers.

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

Telr makes available and offers Services to you, but we have no means of knowing if any specific purchase, sale, donation, order, or other transaction occurred or other transactions (each a “Transaction“) are correct, complete, or usual for your business.

You must determine whether a Transaction started by your Customer is incorrect (for example, a Customer buys one item when they intended to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur).  

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

D. Fees, Charges, Late Charges and Fines. 

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

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

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

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

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

Telr may, from time to time, amend the Fees detailed in this Agreement the Merchant Onboarding Form  due to changes in costs imposed by its suppliers.  You will be notified of any changes to Fees by email to your provided registered email address, Please note the amended Fees will be imposed immediately.

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

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

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

E. Account Support.

Help resolving common issues related to using your Telr Account and Services is our priority. Our support includes the latest versions of our API documentation, resources and documentation made available through our Telr support pages and other pages of our website (collectively, “Documentation“). If you still have questions after reviewing the documentation, please contact us.

You are solely responsible for providing your Customer support regarding Transaction receipts, product or service delivery, support, returns, refunds, and other issues related to your products and services and business operations. We are not responsible for providing support for the Services to your Customers unless we agree to 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 your products and services, acceptance of donations, or your use of the Services; (ii) Assess, collect, report and remit taxes for your business to the appropriate tax and revenue authorities;

If withholding is required, or if we are unable to verify the tax-related identification information you provide, we may deduct such tax from the amount owed and remit it to the appropriate taxing authority. If you are exempt from paying these taxes, you must meet the applicable legal requirements and provide us with an original certificate confirming your tax-exempt status.

Upon our reasonable request, you are required to provide us with tax information. We may send documents to you and tax authorities regarding Transactions processed through the Services. In particular, we may be required under applicable law to provide periodic statements of information to tax authorities in connection with your use of the Services. When using Payment Processing Services, you agree to report the total amount of payments received each calendar year as required by the relevant tax and revenue authorities. We may also transmit tax-related information electronically, but are under no obligation to do so.

G. Telr Account Requirements and Restrictions. 

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

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

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

You shall comply with all Telr’s instructions and requirements that you may receive in relation to, or in connection with, this Agreement.

You acknowledge and understand the importance of compliance with the Card Association’s security requirements, such as but not limited to those relating to transaction information, storage, disclosure, and fraud prevention. Ultimately, you must continue to meet all Valid Card acceptance requirements applicable to you in the Card Association’s operating regulations.

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

You shall supply to Telr any necessary information required by the System to operate the Services. You shall honour all applicable Valid Cards authorized to be used on the Gateway presented as a means of payment for Electronic Commerce Transactions by accepting these Valid Cards and, where relevant, by supplying goods, services, or other facilities on the same terms (including price) as they are supplied for cash.

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

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

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

You shall maintain a compliant business and perform necessary controls on its Customers’ Transactions to detect and prevent any illegal activities and at a minimum must comply with the following requirements.

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; and

• 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 3 Working days or subsequently updated timeline) of any changes in its ownership structure, authorized signatories, address, entity registered name or “doing business as” name.

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

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

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

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

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

You shall clearly display on your website such information provided from time to time by Telr to indicate that Telr accepts and processes Transaction on your behalf, including your name and information as the name that will appear on the Cardholder’s statement, Card Association marks and Acquirer and not contest the ownership of the Card Association marks.

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

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

You shall promptly supply the Bank and/or Telr and/or the Card Association with any information and documentation upon request and in 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 within seven (7) Working Days upon Telr’s written request of seeking such information for the purposes of fulfilling its obligations laid on it under the requirements of the Card Association(s) and/or Acquirer.

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

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

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

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

You shall not request or use any Valid Card or Valid Card holder information for any purpose that you believe, know or should have known 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 and regulations.

You shall not sell, purchase, provide, or exchange any Card or Cardholder information in any form to any third party other than passing this information in the appropriate manner to Telr or the Acquirer/Bank or any authorized persons, or pursuant to an official court order or upon a valid law enforcement agency request.

If required, you shall record and keep this information in a secure manner to prevent unauthorized access to or unauthorized disclosure of this Confidential Information. You shall destroy this information, in an appropriate manner and within the legally required period.

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

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

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

You are hereby informed that if you engage in gaming/lottery activities, you are required to post a notice on your website indicating that such activities may be deemed illegal according to the local regulations of the end user. Furthermore, you should refrain from depositing credit transactions to disburse winnings to Cardholders.

In addition, if you offer tobacco and drugstore products, you are aware 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 AML regulations in the jurisdictions where you are located and operate. You shall comply with all rules and procedures governing this Agreement, and any other procedure or guidelines which may be supplied by Telr from time to time. You shall comply with all applicable 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’s operating regulations, instructions, manuals and guidelines. Such amendments shall become an integral part of this Agreement when communicated appropriately and you undertake to comply with such amendments as the earlier of it becomes aware of it or being notified of such amendments.

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

The Bank, Acquirer and/or Telr will immediately terminate this Agreement in the event you become a resident or commence to do business in any prohibited country or is listed on or becomes owned or controlled by a prohibited country, entity or individual listed in the OFAC List.

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

The request must be dated and signed by the relevant Cardholder and must state the amount and frequency of the recurring charge to be made against that Cardholder and the period of time during which the charges comprising that Recurring Electronic Commerce Transaction can be made. Merchant shall not complete a Recurring Electronic Commerce Transaction immediately after receiving: (i) cancellation from the Cardholder; (ii) notice from Bank or Telr that Telr or Merchant may no longer process Recurring Electronic Commerce Transactions for the relevant Cards; or (iii) advice that the Card is not to be honored.

You acknowledge and accept that you accept “Tokenisation Transactions” at its own risk. You acknowledge and accept the risk of Chargeback on Tokenisation Transactions that are not 3D Secure.

If you are using the tokenization, you understand that Telr is the owner of the Tokens and will not transmit the information to you, even after the termination/expiry of the Agreement.

You may be allowed at the sole discretion of Telr and will be able to initiate Refunds of amount greater than the balance Reserve amount held with Telr. On receipt of a claim from Telr, you undertake forthwith to pay to Telr the amount of the Refund to the extent to which such Reserve proves inadequate. This facility will allow additional time not exceeding seven (7) days to you to arrange for Reserve funds against refunds so initiated.

At any time during your usage of the Services or before you can find our list of Prohibited and Restrictive Business Lines to help you before accepting our terms and Agreement.

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

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

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

H. Your Website 

You shall maintain a compliant website that meets, at minimum, the following 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 Electronic Commerce Transaction on your website/app, you shall ensure that the Cardholder enters the following information for each Electronic Commerce 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 other than the information required to complete the purchase in accordance with Card Associations rules and the Service Provider requirements.

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

The Service Provider may require any changes to your website app or otherwise that it deems necessary or appropriate to ensure that you remain in compliance with the Card Association standards governing 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; and

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.

I. Unauthorized or Illegal Usage of Telr Account. 

We may refuse, condition, or suspend any transaction that we believe:

• 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 Services for any unauthorized, fraudulent, or unlawful purpose, we will comply with our legal obligation to collect information related to such activity and may be disclosed to appropriate financial institutions, regulators, or law enforcement.

This information may include information about you, your Telr Account, your Customers, and the Transactions you make using the Services.

J. Telr Obligations. 

Telr, having been duly incorporated and validly existing under the laws of its jurisdiction of incorporation, hereby warrants the following:

• 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 you first access or use the Services and continues until terminated by you or Telr. You may terminate this Agreement at any time by closing your Telr Account. 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 Card Association may terminate your ability to accept a Telr Payment Processing Services, at any time and for any reason, in which case you will no longer be able to accept Telr Payment Processing Services under this Agreement.

2. Effects of Termination:

Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) complete all pending Transactions, (ii) stop accepting new Transactions, and (iii) immediately remove all Telr and payment network or Card Association logos from your website (unless permitted under a separate licence with the payment network or Card Association). After all pending Transactions have been processed, your continued or renewed use of the Services will renew your agreement to the terms of this Agreement. If you terminate this Agreement, we will pay you the remaining funds in accordance with Telr Payment Processing Services upon clearing including without limitation the AML & CFT and chargeback policies.Further, you understand 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.

M. VALUE ADDED SERVICES

In addition to the aforementioned Services, Telr provides Added Value Services to you wherein you agree, acknowledge and consent at all times that it shall be subjected to the terms and conditions of providers of the Added Value Service(s) respectively as follows (if applicable upon you opting for the aforementioned services subject to Telr’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 of one or more payment methods and services for your online/offline stores (as applicable).
Upon opting for such services from Tabby, you acknowledge and consent that you shall be subject(ed) to Tabby’s terms and conditions  and are required to keep itself updated of any changes in such terms and conditions.

DISCLAIMER: Telr is not the provider of the aforementioned Added Value Services and shall not be responsible for providing such Added Value Services to you. Telr shall only be responsible for supplying information securely to the Added Value Service provider(s) to allow usage of the card in such services. Telr shall not be responsible for any including without limitation failure(s) of the aforementioned Added Value Services or the inability to use such services for any transaction(s).
Telr shall not be responsible for the performance or non-performance of the Added Value Service’s provider(s) or any other third parties regarding any agreement, you enter into with the Added Value Service’s provider(s) or associated third‐party relationships that may impact your 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".

N. LIABILITY

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

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

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

Any unintentional and minor errors in the Telr’s external communications with you, either by the Telr’s website, the system or other forms of communication, shall be subject to correction without liability on the part of the Telr. In such a case, such error should be immediately rectified by the Telr.

O. INDEMNITY

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

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

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

You shall indemnify and hold Telr and/or Acquirer/Bank and its directors, officers, employees and agents harmless from and against any and all loss, liability, cost, damage and expense (including reasonable legal and accounting fees and expenses) to which Telr and its directors, officers, employees and agents may be subjected or which 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 all professional claims, claims under any applicable employer’s liability or employee compensation laws and all other claims of whatsoever kind or nature for damage to property or for personal injury (including death) made by anyone whomsoever, that may arise from 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 by law from and against any liability whatsoever (including loss of profits, loss of revenue, loss of data, loss of opportunity, all forms of economic loss, negligence and tax) however arising in connection with its use, misuse or harmful use of provided system and software, the Documentation (whether or not that use is in accordance with a software License) or the Processing Services.

You agree and undertake to fully reimburse Telr and/or Acquirer/Bank against any and all Chargebacks arising from Customer disputed Transactions, as described in section Division 4 G. CHARGEBACK of this Agreement and processed by Telr and Acquirer/Bank and fully protect, defend, hold harmless and keep Telr and Acquirer/Bank fully indemnified from and against any and all claims, damages, losses, liabilities, obligations, actions, causes of actions, judgments, suits, demands, penalties, charges, costs, expenses and disbursements of any kind or nature whatsoever and howsoever rising which Telr and Acquirer Bank may suffer, sustain, incur or be liable for directly or indirectly, in consequence of / as a 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 of your legal entity, logo, and trade name without the need to require prior written consent from You, for any publicity release, advertising, or any other publication. Such usage does not entitle the Merchant to any royalty or payment in any manner in exchange for the right to use the Merchant's Marks. This clause is cross-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 the responsibilities and liabilities related to the use of our technology, including account creation, API key management, and system integration requirements. By engaging with our services, you acknowledge and agree to these stipulations, ensuring a secure and compliant operational environment.

A. API & Telr Merchant Dashboard

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

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

Telr provides you with API keys, both publishable and secret, for live and test transactions, which you can access through Telr Dashboard. The publishable keys help identify transactions with your Customers, while the secret keys allow for any API call to your Telr Account.

You are responsible for keeping your secret keys secure and should not share or publish them with anyone unauthorized. Failure to do so could increase the chances of fraud on your Telr Account, leading to losses for you or your Customers. In the event of any unauthorized use of your secret key or any breach of security regarding the Services, you must contact Telr immediately here: [email protected] .

More information on the proper use of publishable and secret API keys can be found in the documentation providing guidance on securing your Telr Account.

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

B. Ownership of Telr IP

As between you and Telr, Telr and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works but not limited), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API, Services, Dashboard, and Documentation (collectively, “Telr IP“) or any copies thereof. Telr IP is protected by copyright, trade secret, patent, and other intellectual property laws, and all rights in Telr IP not expressly granted to you in this Agreement are reserved.

You may choose to or we may invite you to submit comments or ideas about improvements/enhancement to the Service, our API, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that Telr has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.

C. Licenses

You are granted a nonexclusive and nontransferable license to electronically access and use the Telr IP only in the manner described in this Agreement. Telr does not sell to you, and you do not have the right to sublicense the Telr IP. We may make updates to the Telr IP or new services available to you automatically as electronically published by Telr, but we may require action on your part before you may use the Telr IP or new services (including activation through the Dashboard, or acceptance of new or additional terms).

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

You may not: (i) claim or register ownership of Telr IP on your behalf or on behalf of others; (ii) sublicense any rights in Telr IP granted by us; (iii) import or export any Telr IP to a person or country in violation of any country’s export control laws; (iv) use Telr 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 publish text, 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 and licenses required to upload or publish such Content using our Services.

You hereby agree to fully indemnify Telr against all fees, fines, losses, claims, and other costs incurred by Telr as a result of any illegal Content published through our Services, or any claims of infringement on the intellectual property, privacy, or other proprietary rights of third parties resulting from Content that you have 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 from failure 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 Technologies FZCO (“Telr”, “us”, “we” or “our”), registered in the United Arab Emirates, having its offices at 101-119, Building A1, Dubai Digital Park, Dubai, and the person or legal entity (“you”, “your”, “Merchant” or “user”), who created and registered a Telr Account page to enable the provision of a category of payment processing, data, technology and analytics services and/or any other services (each a “Services”) offered by Telr and its affiliates.

This Agreement describes the terms and conditions pertaining to the privacy policy and data protection that apply to your use of the Services and governs your access to and use of the Services provided by 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 contact us before using the Services.

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

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU SHOULD DISCONTINUE USE 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 Telr collects, uses, maintains and discloses personal and non-personal information when Customer and Merchants uses our Platform. This Privacy Policy applies to the Platform and all products and/or Services offered by the Telr or affiliated or associated with the Telr.

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 Merchantservice 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 Data Protection. 

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 unsubscription of marketing and promotional mails, visit login details on Customer or Merchant’s dashboard.

H. Third Parties Disclosure under Privacy and Data Protection. 

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 Information in the recommended format for the duration in accordance with the Applicable Law. Telr may retain Personal Information for longer periods 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 the Platform, eventually giving the Customer and/or Merchant a better user experience. Customers and/or Merchants generally have the option of selecting or declining Cookies on the Platform – however, upon declining Cookies, Customers and/or Merchants shall not get complete benefit of using the Platform seamlessly. Customers can read Telr’s detailed policy on Cookies, on the Platform’s Cookie notice which can be accessed at https://telr.com/cookie-notice/.

L. Updating Customer’s Information. 

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

M. Contact Details. 

Customer and/or Merchants’ can contract Telr should there be any questions, comments or for any action required, or compliant about the Privacy Policy at [email protected].

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 the Payment Methods and Payment Processing Services. Where the Payment Processing Services enable you to submit Charges (as defined below), we may limit or refuse to process Charges for any Restricted Businesses or for Charges submitted in violation of this Agreement.

Your use of a Payment Method may be subject to separate terms applicable to the Payment Method. For example, Visa and Mastercard require you to enter into an agreement with the Payment Method Acquirer for Visa and Mastercard Transactions.

DISCLAIMER: THE FOLLOWING DIVISION (4) OF THE AGREEMENT IS APPLICABLE TO THE AGGREGATION AND DIRECT MODEL OF MERCHANTS RESPECTIVELY. WHEREAS IN CASE OF MERCHANTS UNDER DIRECT MODEL, ALL TERMS OF DIVISION 4 OF THE AGREEMENT PERTAINING PROCESSING TRANSACTIONS, DISPUTES, REFUNDS, REVERSALS, SETTLEMENT & PAYOUT SCHEDULE, CLEARING FUNDS & RESERVES, SECURITY INTERESTS, COLLECTION, & SET-OFF RIGHTS, AND RECONCILIATION & ERROR NOTIFICATION (AS APPLICABLE) SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THE ACQUIRIER.

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

A. DEFINITIONS

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

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

‍DISPUTE/DISPUTED TRANSACTION/CHARGEBACK: means an instruction initiated by a customer for the return of funds for an existing Charge (including a chargeback or dispute on a Payment Method).

‍FINE: means any fines, levies, or other charges imposed by us, a Payment Method Provider, or a Payment Method Acquirer, caused by your violation of Laws or this Agreement or as permitted by the applicable Payment Method Rules.

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

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

‍PAYMENT METHOD ACQUIRER/BANK: means a financial institution that is authorized by a Payment Method Provider to enable the use of a Payment Method by accepting Charges from Customers on behalf of the Payment Method Provider and routing these Charges to the Payment Method Provider.

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

‍TELR PAYMENT PROCESSING SERVICES: are Services that you may use to accept payments from your Customers for Transactions, perform other financial transactions, manage subscriptions, and perform transaction reporting.

‍REVERSAL: means an instruction initiated by a Payment Method Provider, a Payment Method Acquirer, or us to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a Payment Method Provider or a Payment Method Acquirer; (ii) funds settled to you in error or without authorization; and (iii) submission of a Charge in violation of the applicable Payment Method Rules or where submission of the Charge or your 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 for financial information, or information we use to identify you, your Representatives, principals, beneficial owners, and other individuals associated with your Telr Account.

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

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

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

C. PROCESSING TRANSACTIONS; DISPUTES, REFUNDS, REVERSALS 

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

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

You may not, other than as required, grant or assign any interest in payment processing proceeds to any third party until such time as the payment processing proceeds are deposited into your Payout Account (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’s receipt of such proceeds satisfies the relevant end-customer’s obligations to make payments to you. We will promptly update your Telr Account balance to reflect any such proceeds that we receive on your behalf.

Except where Telr and a Customer have otherwise agreed, you maintain the direct relationship with your customers and are responsible for: (i) acquiring appropriate consent to submit Charges through the Payment Processing Services on their behalf; (ii) providing confirmation or receipts to Customers for each Charge; (iii) verifying Customers’ identities; and (iv) determining a customer’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 and completed Charges that are later the subject of a Dispute, Refund, or Reversal, are submitted without authorization or in error, or violate any Laws.

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

In many but not all cases, you may have the ability to challenge a Dispute by submitting evidence through the email or the Dashboard. We may request additional information to provide to Payment Method Providers and Payment Method Acquirers to assist you in contesting the Dispute, but we cannot guarantee that your challenge will be successful.

Payment Method Providers and Payment Method Acquirers may deny your challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, your Telr Account will, subject to our exercise of our rights, be credited with the funds 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 Transaction that is subject to a Dispute.

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

For example, if someone pretends to be a legitimate buyer but is a fraudster, you will be responsible for any resulting costs, including Disputes, even if you do not recover the fraudulently purchased product. Even if we work with you to assist you or law enforcement in recovering lost funds, Telr is not liable to you, or responsible for your financial losses or any other consequences of such fraud.

A Reversal for a Charge may be issued if the Charge is made without the account owner’s authorization, or in connection with a Restricted Business, violates the applicable Payment Method Rules, or for other applicable reasons. If a Reversal is issued, we will provide 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 the purpose, amount, and conditions of Charges you submit to us.

With that in mind, when using the Payment Processing Services you agree to: (i) accurately communicate, and not misrepresent, the nature of the Transaction, and the amount of the Charge in the appropriate currency prior to submitting it to the API, email or Dashboard; (ii) provide a receipt that accurately describes each Transaction to Customers; (iii) provide Customers a meaningful way to contact you in the event that the product or service is not provided as described; (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance; and (v) inform Customers that Telr and its affiliates process Transactions (including payment Transactions) for you.

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

The Payment Processing Services may include functionality that enables you to receive recurring or subscription payments from your customers, and to issue invoices to your customers. If you use the Payment Processing Services to submit recurring or subscription Charges, you agree to comply with Applicable Laws and Payment Method Rules, including clearly informing Customers in advance of submitting the initial Charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription. If you use the Payment Processing Services to issue invoices to your customers, you understand and agree that it is your responsibility to ensure that the form and content of the invoices comply with Applicable Laws and are sufficient to achieve any 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 with disclosures 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 to additional terms that apply between you and one or more of Telr, a Telr affiliate, a Payment Method Acquirer and a Payment Method Provider.

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

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

F. SPECIFIC PAYMENT METHODS 

Payment Cards: When accepting payment card payments, you must comply with all applicable Network Rules, including the Network Rules specified by the Visa Rules and Regulations Rules specified by Visa International (“Visa”), the Mastercard Rules specified by MasterCard International Incorporated (“Mastercard”), and Discover Rules (“Discover”), Unionpay Rules (“UnionPay”), JCB Rules (“JCB”), Network Rules specified by American Express. Collectively, Visa, Mastercard, Discover, UnionPay, JCB and American Express are referred to in this Agreement as the “Networks”.

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

The Networks may amend the Network Rules at any time without notice to you, and Telr reserves the right to change the Payment Processing Services at any time to comply with the Network Rules. We may share with the Networks (and the Payment Method Acquirer) information you provide to us that we use to identify the nature of your products or services, including the assignment of your business activities to a particular payment network merchant category code (MCC).

G. CHARGEBACK

Telr may withhold or debit payment to you in relation to an Electronic Commerce Transaction, including Recurring Transactions and Tokenization Transactions, or may charge back the amount to your account, 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 or charging back payment, you agree to pay all penalties and fines imposed upon Telr by the Bank and/or Card Associations due to your non-compliance with standard terms or regulations.

You must respond to a retrieval request as soon as possible, not later than the number of days specified by the international Card Associations’ Rules. Any dispute regarding a debited Transaction following a Chargeback must be made in writing within the specified number of days as per the international Card Associations’ Rules. Failure to complete the dispute process in accordance with the conditions described in this section may result in the loss of your right to represent a transaction.

Customers typically raise payment Card Network Disputes (also known as “Chargebacks“) when a merchant/ You, fails to provide the product or service to the Customer, or where the payment card account holder did not authorise the Charges. High Dispute rates (typically those exceeding 1%) may result in your inability to use the Payment Processing Services.

Failure to timely and effectively manage Disputes with your Customers may ultimately result in your inability to accept payment Cards for your business.

When you accept payment Card Transactions, Network Rules specifically prohibit you from (i) providing cash refunds for a Charge on a credit Card unless required by Laws, (ii) initiating a Refund more than five (5) calendar days after issuing a credit to your Customer, (iii) accepting cash, its equivalent, or any other item of value for a Refund, (iv) acting as a payment facilitator, intermediary, or aggregator, or otherwise reselling Payment Processing Services on behalf of others, (v) submitting what you believe or know to be a fraudulent Charge or a Charge that has not been authorized by the Cardholder, (vi) submitting a Charge where the Transaction has not been completed or the goods or services have not been shipped or provided (except where the Cardholder has paid a partial or full prepayment or the Cardholder’s consent is obtained for a Recurring Transaction), (vii) splitting Transactions into multiple Charges unless certain criteria are met, or (vii) using Payment Processing Services in a manner that is an abuse of the payment Card Association Networks or a violation of the Network Rules.

If you misuse the Payment Processing Services for payment card Transactions or engage in activity the Networks identify as damaging to their brand, or if we are required to do so by the Network Rules, we may submit information about you, Representatives, your beneficial owners and principals, and other individuals associated with your Telr Account, to the MATCH terminated merchant listing maintained by MasterCard and accessed and updated by Visa, Discover, UnionPay, JCB and 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 to accept payments from payment Cards. You understand and consent to our sharing this information and to the listing itself, and you will fully reimburse us for any losses we incur from third-party claims, and you waive your rights to bring any direct claims against us that result from such reporting. Our reporting of information under this paragraph is separate from any other right that we may exercise under this Agreement, and we may separately terminate this Agreement or suspend your Telr Account due to the misuse or damaging activity that caused us to make the report.

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

If you engage a third party to deliver this service, and you are permitted to designate Telr in this manner, then you take the risk of the third party properly delivering the Transaction to the payment Card Network.

You understand and agree that Telr will only clear and settle funds for transactions that are actually received by the payment card network. You further assume responsibility for any failure by such third 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 and debits from the Payout Account, and that the Payout Account is owned by you, and administered and managed by a financial institution located in the United Arab Emirates or KSA. If you update your Payout Account (including via the Dashboard) then you must ensure that you continue to comply with the requirements of this section. We may require you to provide us with documentary proof demonstrating your compliance with this section, and your failure to provide such proof will 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 the general reason for withholding the Payout and give you a timeline for releasing 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 clearing accounts (the “Clearing Accounts”) with our banking partners. We will settle funds to and from the Clearing Accounts in the manner described in this Agreement; however, you have no rights to the Clearing Accounts or to any funds held in the Clearing Accounts, you are not entitled to draw funds from the Clearing Accounts, and you will not receive interest from funds maintained in the Clearing Accounts.

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

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

We may change or condition the terms of the Reserve based on our continuous assessment and understanding of the risks associated with your Telr Account, if required to do so by Payment Method Providers or Payment Method Acquirers, or for any other reason. We may fund the Rolling Reserve with funds processed through your use of Payment Processing Services, by debiting the Payout Account or another bank account associated with your Telr Account, or by requesting funds directly from you.

To the extent possible, we prefer to identify the necessity for a Rolling Reserve in advance of establishing one. If you are concerned that we will impose a Rollikng Reserve on you due to the nature of your business activities, please contact us before using the Services.

J. RISK COVERAGE 

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

The Rolling Reserve amount and/or financial guarantees will be held from a specified point in time for a defined number of days, as determined by Telr. Additionally, Telr reserves the right to withhold payment for any amount at any time at its sole discretion to cover any perceived risk.

The Rolling Reserve and/or financial guarantees will be automatically adjusted against the daily payment Settlement figures processed through Telr to maintain the reserve equivalent as outlined in Merchant Onboarding Form.

Telr will use the Rolling Reserve and/or financial guarantees held from you to settle any financial liabilities or amounts imposed by Card Associations or Law Enforcement Authorities due to issues related to you’re your merchant Website, or merchant Transactions.

Telr’s right to hold funds as a Reserve, including the Rolling Reserve or any Settlement on payment volume prior to the termination date, shall survive the termination of this Agreement for a minimum period of 7 months or longer after the termination date, or the date of your last Transaction depending on your product and business practices.

Telr may, without noticing you, apply funds held as Rolling Reserve against any outstanding amounts owed by you under this Agreement or any other agreement between you and Telr. Telr may also utilize the Reserve Rolling to collect any amounts due, including rights of set-off and recoupment. Any remaining balance of the funds held as Rolling Reserve will be returned to you unless the funds are subject to an investigation or are from fraudulent Transactions. Unless expressly agreed to in writing, the funds held in Rolling Reserve 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, and other activity on your Telr Account. Except as required by Law, you are solely responsible for reconciling the information in the Dashboard generated by your use of Payment Processing Services with your records of Customer Transactions, and for identifying any errors.

You agree to review your Telr Account and immediately notify us of any errors. We will investigate any reported errors, including any errors made by Telr or a Payment Method Provider, and, when appropriate, attempt to rectify them by crediting or debiting the Payout Account identified in the Dashboard. However, you should be aware that your ability to recover funds you have lost due to an error may be very limited or even impossible, particularly if we did not cause the error, or if funds are no longer available in any Payout Account.

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

M. ASSIGNMENT

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

N. WAIVER AND SEVERABILITY

Failure by either Telr or You to enforce any of the provisions of the Agreement shall not constitute a waiver of that Party’s rights nor in any way affect the validity of the whole or any part of the Agreement.

In the event that any of the provisions contained in this Agreement shall be deemed to be unlawful or unenforceable then that provision shall be severed from the remaining provisions which will remain to be valid.

O. ENTIRE AGREEMENT

This Agreement represents the entire agreement between Telr and You in relation to its subject matter. Any prior agreements are superseded by this Agreement. No modification of any of the provisions of this Agreement are permitted without written acceptance of both Parties.

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

P. PARTIAL INVALIDITY

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, neither the legality, validity or enforceability of the remaining provisions will in any way be affected or impaired.

Last updated: July 17th, 2024

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ThisTelr Services Agreement (“Agreement”)constitutes a legally binding agreementbetween InnovateTechnologies FZCO (“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.

ThisAgreement describes the terms and conditions that apply to your useof the Services and governsyour access to and use of the Serviscesprovided by Telr, including allits domains,sub-domains, media forms, websites, mobile applications, dashboards,related content, communications, functionality (collectively“Platform”)offered or linked on or throughthe Platform.

Ifany of the terms of this Agreement is not clear, please contactusbeforeusing the Services.

Shouldthere be any change in thisAgreement,Telrwill 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 IS APPLICABLE TO THEAGGREGATION AND DIRECT MODEL OF MERCHANTS RESPECTIVELY. WHEREAS INTHE CASE OF  MERCHANTS UNDER DIRECT MODEL, ALL TERMS OF THE AGREEMENTPERTAINING COMPLIANCE, RISK, FRAUD, VALIDATION, SCREENING, KYC,ONBOARDING, AND INTERNAL POLICIES SHALL BE SUBJECT TO THE TERMS ANDCONDITIONS OF THE ACQUIRIER. IN CASE OF ANY CONFLICT OF TERMS BETWEENTHE AGREEMENT AND THE TERMS AND CONDITIONS OF THE ACQUIRIER, THETERMS OF THE ACQUIRIER SHALL PREVIAL.

DIVISION 1: GENERAL TERMS & CONDITIONS.

1. Definitions.

Customer

Shall mean a person or entity purchasing your goods or services or donors to your organization.

API

Shall mean application programming interfaces that may be used to access the Services.

AML

Shall mean the applicable Anti-Money Laundering Laws under the Applicable Law of your Applicable Market.

Applicable Central Bank

Shall mean either the Central Bank of United Arab Emirates, Central Bank of Kingdom of Saudi Arabia or Central Bank of Jordan or Central Bank of Bahrain (applicable as per your’s Applicable Market).

Applicable Law

Shall mean the applicable law of your Applicable Market.

Applicable Market

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

CFT

Shall mean the applicable Combating the Financing of Terrorism regulations  under the Applicable Law of your Applicable Market.

URL

Shall mean the uniform resource locator known as a web address of your website.

Transaction

Shall mean the acceptance of a Valid Card, an E-Wallet for the payment of your goods or your services provided to your Customers by you.

Valid Card

Shall mean an authorized card issuing by the Customer issuing bank.

Identification Card

Shall mean your Emirates Identification Document in United Arab Emirates or equivalent applicable identification document of the Applicable Market issued and officially recognized by the applicable government of the Applicable Market.

Fees

Shall mean any charges to you for the Services as agreed on between Telr and you, as captured in the Proposal Form.

Business Card

Shall mean your Business Card in accordance with Division 1(B)(4)(D).

Refund

Chargeback

Shall mean a full or partial refund to the Valid Card holder of an amount originally charged to the Valid Card holder by you.

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

Cardholder

means the Customer whose name is embossed on a valid

card and any authorized user of such Valid Card.

Card Association

Shall mean a worldwide incorporated body regulating and processing specific brands of Cards, namely: VISA, VISA International Inc. and MC, MasterCard Inc., or comparable bodies which provide Valid Card(s).

Card Association Rules

Shall mean the Card Associations by-laws, operating rules and regulations, guidelines, policy statements or threshold requirements of such parties.

Gateway

Shall mean Telr’s PCI DSS certified platform, approved by a PCI accredited company that facilitates the transfer of information between a payment portal (such as a website or mobile phone) and the Bank.

Settlement Period

Shall mean time period after which Telr pays you the net value of the transactions processed for you after deducting the applicable Refunds, Chargebacks, Fees or Fines in accordance with this Agreement and according to the Card Associations regulations;

Reserve

Shall mean the amount withheld from any settlement of payment volumes by Telr dedicated to mitigate risk and settle any chargeback or any other amount that the Telr/ Bank loses due to disputes or claims or expenses incurred by you with relation to the agreed on Services.

Recurring Electronic Commerce Transactions

Shall mean a Transaction which the Valid Card holder has agreed can be debited to their Valid Card holder’s account at agreed intervals or on agreed dates. The Transaction can be for a specific amount or for an amount due to a sub-merchant for an ongoing service or provision of goods;

Registered

Shall mean any including without limitation entity that has aligned with all the requisite legal and regulatory requirements;

Representative

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

Working Day

Shall mean any other working day in the Applicable Market other than (Saturday, Sunday in United Arab Emirates, & Friday, Saturday for Jordan, KSA and Bahrain respectively) and any other day officially declared as a public holiday by the Applicable Market’s government.

2. 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 Applicable Market 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 Identification Card, your selfiefor authentication 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.

Atany 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, to undertake our screening or re-screeningand onboarding process in accordance with the applicable regulationson Anti-Money Laundering Laws (“AML”)and applicable Countering Financing Terrorisms Laws (“CFT”)issued by the Applicable Central Bank in accordance with Telr’s AML& CFT policies to  verify   the  beneficial  ownership or controlof the business, validate information you provided, verify you oryour Representative’s identify, and assesses the risk associatedwith 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.

Yourfailure to provide this information or material may result insuspension or termination of your TelrAccount.

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.

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 of any of the following events: (i) You are the subject of anyvoluntary or involuntary bankruptcy or insolvency

application, petition or proceeding, receivership, or similaraction (any of the foregoing, a "Bankruptcy Proceeding");(ii) there has been an adverse change in your financial condition;(iii) there is a planned or anticipated liquidation; or there hasbeen a substantial change in your financial condition; (iv) there isa planned or anticipated liquidation or substantial change in thebasic character of your business; (v) you transfer or sell 25% ormore of your total assets, or (vi) there is any change in themanagement or ownership of your business or parent corporation; or(vii) you get a judgment, injunction or warrant of attachment orexecution, lien, or levy against 25% or more of your total assets.

3. Your Customers’ Business Relationship

Youmay only use the Services to conduct legal transactions with yourCustomers.If you are using a Telr Account, you commit to overseeyour interactions with yourCustomers. In no event, Telr shall beresponsible for the items or services you market or sell, or thatyour

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.

Telrmakes available and offersServices to you, but we have no means of knowing if any specificpurchase, sale, donation, order, or other transactionoccurredor othertransactions (each a "Transaction")are correct, complete, or usual for your business.

Youmust determine whether a Transaction started by your Customer isincorrect (for example, a Customer buys one item when they intendedto order another) or suspicious (such as unusual or large purchases,or a request for delivery to a foreign country where  this typicallydoes not occur). If you are unclear whether a Transaction is corrector suspicious, you undertake to investigate it and, if required,contact your Customer before fulfilling or completing it. You areentirely liable for any damagesand losses, incurredas a result of erroneous or fraudulent Transactions made inconjunction with your use of the Services.

4. Fees, Late Charges and Fines.

Youshallpay the accrued Fees as set out in this Agreementasset out in the mutually agreed commercial proposal (“ProposalForm”),by whatever name called, which is shared by Telr.The schedule of Fees listed in the Proposal Form shall be applicableto you until theterminationof thisAgreement.

Telrwillbegin charging the Fees from the day of writingnotificationto you that yourTelr Account hasbeen approved and is ready to be enabled to process Transactions fromlive ValidCards.Youacknowledge, agree, and authorize Telrtodebit yourBusiness Card/invoice for ‘MonthlyFees’on the 1st of the month if the balance in yourTelr Account is less than the monthly Fees payable as on the datewhen Fees are payable.

Youagree to and grant authority to Telrtouse the details of the BusinessCardused by youforpayment of the MonthlyFees and collecting such dues as listed in this Agreement.

Youfurther acknowledge and agree that only the first Transaction forpaying the Fee would be 3D Secure protected and any furtherTransactions onyour BusinessCard for collection of Fees as mentioned above would not be 3D Secureprotected.

Youwaive yourright to dispute any such charge towards Fees as above to yourBusinessCard by Telrandagree to keepTelrindemnified from and against any director indirectdisputes.

Youacknowledge,agree,andauthorize Telrtorecover the Fees by deducting the amount from yourTelrAccount.

Telrmay,from time to time, amend the Fees detailed in this Agreement theProposal Form  due to changes in costs imposed by its suppliers.  Youwill be notified of any changes to Fees by email to yourprovided registered email address, thirty (30) days in advance.

AllFeesand charges are exclusive of VAT and other Taxes/ levies applicable,if any,youshall bear and be responsible and liable for the payment of allrelevant Taxes, duties, levies, cess, surcharge, or any other chargeslevied on its customer under this Agreement. Youacknowledge that Transaction Fees charged by Telrshallnot be refunded irrespective of any Refund, Chargeback or Transactionbeing rejected, refunded, or disputed.

5. Account Support.

Helpresolving common issues related to using your TelrAccountand Servicesis our priority.Oursupportincludes the latest versions ofourAPI documentation, resources and documentation made available throughourTelrsupport pages andotherpages of our website (collectively, "Documentation").If you still have questions after reviewing the documentation, pleasecontactus.

Youare solely responsible for providing yourCustomersupport regarding Transactionreceipts, product or service delivery, support, returns, refunds, andother issues related to your products and services and businessoperations. We are not responsible for providing support for theServices to your Customersunless we agree to this in a separate agreement with you or yourCustomers. 

6. Other Charges.

Youare solely responsible for:(i)determine the taxes, if any, applicable to payments received inconnection with the sale of your products and services, acceptance ofdonations, or your use of the Services;(ii) Assess, collect, report and remit taxes for your business to theappropriate 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. 

7. Telr Account Requirements and Restrictions.

Youwarrantthatyour businessis duly incorporated, organized and/or established and is validlyexisting under the Applicable Law of the Applicable Market ,organization, or establishment.

Youwarrant that it has all requisite corporate power and authority toenter into this Agreement and to carry out the Transactionscontemplated inthis Agreement.

Youwarrant that it possesses all requisite certificates, authorizations,permits and licenses for the performance of its obligations underthis Agreement.Youshall maintain all applicable licenses, consents, and permissionsnecessary to perform its obligations under this Agreement.

Youshall comply with all Telr’sinstructions and requirements that youmay receive in relation to, or in connection with, this Agreement.

Youacknowledge and understand the importance of compliance with the CardAssociation’s security requirements, such as but not limited tothose relating to transaction information, storage, disclosure, andfraudprevention. Ultimately, youmust continue to meet all ValidCardacceptance requirements applicable to youin the Card Association’s operating regulations.

Youshall provide at the time of applying for the Servicesand whenever required during the duration of this Agreement, validand genuine required information, and documentation.

Youshallsupply to Telrany necessary information required by the System to operate theServices.You shallhonour all applicableValidCards authorized to be used on the Gatewaypresented as a means of payment for Electronic Commerce Transactionsby accepting these ValidCardsand, where relevant, by supplying goods, services, or otherfacilities on the same terms (including price) as they are suppliedfor cash.

Youshall not specify any minimum Electronic Commerce Transaction amountfor acceptance of ValidCards.

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).

Youshall include ina single Authorization,all goods and services purchased in a single sale in one total amounteven in cases when the single sales transaction includes more thanone item.

Youshall maintain a compliant business and perform necessary controls onits users’Transactionsto detect and prevent any illegal activities and at a minimum mustcomply with the followingrequirements.

You:

1. 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;

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

3. 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;

4. 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; and

5. 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.

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

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

8. 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.

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

Youshall inform Telrin writing and in timely manner (within 3 Working days orsubsequently updated timeline) of any changes in itsownershipstructure, authorized signatories, address, entity registered name or“doingbusiness as”name.

Youwill co-operate with us, Card Association(s) and/or Acquirerinrespect of any issue(s) arising out of a breach or potential breachof security in relation to holding the Confidential Informationand/or any data which is confidential in nature.

Youshall only offer for sale goodand services thatare within their approved categoryas accepted andassigned by Telr.If yousubsequently offerfor sale goods and/or services outside of youragreed category,youmustnotify Telrin writing at least two(2)weeks prior to offering these goodsand servicesto usertoinitiate the relevantapprovalprocess fromTelr’sside.

Youshall inform Telrin timely manner (within 3 Working days or subsequently updatedtimeline) of any significant incidents such as, payment defaults,legal action, legal fines or any conduct that may injure or maycreate a risk of injury to the respective the Bank and/or Telrand/orthe Card Association, including injury to reputation, or that mayadversely  affect the integrity of the Bank and/or Telrand/or the Card Association core payment systems, information, orboth.

Youshall notify Telrin writing of any dispute with the ValidCardholderwithin 48 Working hours of the dispute date.Youagreeto receive information fromTelrregarding its Services.

Ifrequired, youwarrantthatyouwill comply with all PCI DSS obligations and or requirements andother fraud protection policies as may be approved or required by theCard Association from time to time and shall provide Telrwith immediate notification ofany breach or failure to comply therewith.

Youshallclearly display on your website such information provided from timeto time by Telr to indicate that Telr accepts and processesTransactionon your behalf, including your name and information as the name thatwill appear on the Cardholder’s statement, Card Association marksand Acquirerand not contest the ownership 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 Cards inanyway.

You shall not split a Transaction into two or more Transactions.

Youshallpromptly supply the Bank and/or Telr and/or the Card Association withany 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.

Youauthorizethe Bank and Telr and the Card Association to contact youand conduct an onsite or offsite investigation onyouatany time whether at the time or after this Agreement is signed, toinvestigate yourcompliance with Card Association’s Rules and/or Telr requirements.Youmustfully cooperate with the investigation until completed and takenecessary remedial actions as requested, when and as required.

Youacknowledgeand accept that the Bank and Telr reserve the right to review theperformance of you at any time. In the event that youhavenot been fully compliant with terms of this Agreement or due tochanges in yourrisk profile, Bank and/or Telr has the right either to take anyappropriate remedial action such as but not limited toclosingyourTelr Accountor increase the Reservepercentage and/ or change the SettlementPeriod.

Youshallkeep copies of all yourbooks, sales records, and other required papers relating toTransactionsas applicable, for the period of time and manner as required byApplicable Laws and regulations, but in no event for less than three(3)years from the date of the

ElectronicCommerce Transaction (or, if applicable, in the case of RecurringElectronicCommerce Transactions,three(3)years from the date of the last Transaction forming part of theRecurringElectronic CommerceTransaction), regardless of the expiry or early termination of thisAgreement.

Youshallnot request or use any ValidCardorValidCardholderinformation for any purpose that youbelieve,knoworshould have known to be fraudulent or in violation of privacypolicies, procedures or guidelines communicated by Telror the Bank, or ofdata protection standards and Applicable Laws and any applicablerules and regulations.

Youshallnot sell, purchase, provide, or exchange any Card or Cardholderinformation in any form to any third party other than passing thisinformation in the appropriate manner to Telr or the Bank or anyauthorized persons, or pursuant to an official court order or upon avalid law enforcement agency request. If required, youshallrecord and keep this information in a secured manner to preventunauthorized access to or unauthorized disclosure of thisConfidentialInformation.Youshalldestroy this information, in an appropriate manner and within thelegally required period.

Youshallnot add any taxesor surcharges to Electronic Commerce Transactions unless theApplicable Law requires that you impose a surcharge. Any surchargeamount as required by the Applicable Laws, must be included in theElectronic Commerce Transaction amount and mustnot be collected separately.

Youshallnot use any Transaction data for any other purpose except fordetermining whether or not youshouldaccept ValidCardsin connection with a current sale of goods or services.

Youshallnot make any cash refund to aValidCardholderwho has made a purchase with aValidCard. All credits will be issued to the same ValidCardused for such purchase.

Youshallcomply with all Applicable Laws, rules, regulations, ordinances, andinstructions including but not limited to theapplicable AMLregulations in the jurisdictions where you are located and operate.Youshallcomply with all rules and procedures governing this Agreement, andany other procedure or guidelines which may be supplied by Telr fromtime to time. Youshallcomply with all applicable Card Association operating regulations,instructions, manuals and guidelines. Telr may issueamendmentsin connection with these laws, rules, regulations, ordinances,instructions and the Card Association’s operating regulations,instructions, manuals and guidelines. Such amendments shall become anintegral part of this Agreement when communicated appropriately andyouundertaketo comply with such amendments as the earlier of it becomes aware ofit or being notified of such amendments.    

Youmustnot under any circumstances, do business in any countries, entitiesor individuals designated by including without limitation the UnitedNations, United Nations Security Council, Applicable Law of theApplicable Market, United States of America’s (“US”)Government as a country, entity or individual with which it isprohibited to do business including, without limitation,

anycountry, entity individual (and is not owned or controlled by aprohibited country, entity or individual) or individual on the Officeof Foreign Assets Control of the US Department of Treasury List(“OFACList”)or any entities or individuals which are owned or controlled by anycountries, entities or individuals on the OFAC List, as amended fromtime to time.

TheBank and or Telr will immediately terminate this Agreement in theevent youbecomea resident or commencetodo business in any prohibited country or is listed on or becomesowned or controlled by a prohibited country, entity or individuallisted in the OFAC List.

Youacknowledge that youaccept“Recurring Electronic Commerce Transactions” at your own risk. Inaddition to seeking Authorization in accordance with this Agreement,for each Recurring Electronic Commerce Transaction, Merchants shallobtain a prior written request from the relevant Cardholder for thegoods and/or services to be charged to its account periodically. Therequest must be dated and signed by the relevant Cardholder and muststate the amount and frequency of the recurring charge to be madeagainst that Cardholder and the period of time during which thecharges comprising that Recurring

ElectronicCommerce Transaction can be made. Merchant shall not complete aRecurring Electronic Commerce Transaction immediately afterreceiving: (i) cancellation from the Cardholder; (ii) notice fromBank or Telrthat Telror Merchant may no longer process Recurring Electronic CommerceTransactions for the relevant Cards; or (iii) advice that the Card isnot to be honoured.

Youacknowledgeand accept that you accept “Tokenisation Transactions” at its ownrisk. Youacknowledgeand accept the risk of Chargeback on Tokenisation Transactions thatare not 3D Secure.

Ifyou are usingthe tokenization,youunderstand that Telr is the owner of the Tokens and will not transmitthe information to you,even after the termination/expiryof the Agreement.

Youmaybe allowed at the sole discretion of Telr and will be able toinitiate Refunds of amount greater than the balance Reserveamountheld with Telr.Onreceipt of aclaimfrom Telr, youundertake forthwith to pay to Telrtheamount of the Refund to the extent to which such Reserveproves inadequate. This facility will allow additional time notexceedingseven (7)days to youtoarrange forReservefunds against refunds so initiated.

Atany time during your usage of the Services or before you can find ourlist of Prohibitedand Restrictive Business Lines tohelp you before accepting 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).

Disclaimer:In the event of inconsistency between any provision of the Agreementand the Card Association(s) Rules, the Card Association(s) Rules willtake precedence.

8. Unauthorized or Illegal Usage of Telr Account.

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

1. may violate this Agreement or any other agreement with Telr.
2. unauthorized, fraudulent, or illegal; or
3. 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 such activity and may be disclosed toappropriate financial institutions, regulators, or law enforcement.

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

9. Electronic Signature Consent.

A.Consent to Electronic Disclosure and Notice:

By registering for a Telr Account, you agree that suchregistration constitutes your electronic signature and that you agreeto all disclosures and communications from Telr,  including thoserequired by Applicable Law (“Notices”). You also agree thatelectronic consent has the same legal effect as a physical signature.

B. Distribution method:

You agree that Telr may provide notices regarding the Services viaour website or dashboard (as defined below) or by sending notices tothe registered email address or postal address provided in your TelrAccount. Notices may include notices about your Telr Account, servicechanges, or other information we may need to provide to you. You alsoagree that electronic delivery of notices has the same legal effectas providing a physical copy. We expect to receive notice within 24hours of posting on our website or email.

C. Access requirements:

Itshould come as no surprise that you need a computer or mobile device,internet connection and a browser to access the dashboard and readthe notifications provided. If you have trouble viewing or accessinga communication, please contactus.

D. Withdrawal of Consent:

Due to the nature of the Services, you may not use it unless youconsent to the electronic delivery of your communications. However,you may opt out of receiving communications electronically byterminating your Telr Account.

10.  Term and Termination.

1. Term and Termination:

This Agreement is effective on the date you first access or usethe Services and continues until terminated by you or Telr. You mayterminate this Agreement at any time by closing your Telr Account. Ifyou continue to use the Services or register for another TelrAccount, you agree to this Agreement. We may terminate this Agreementor close your Telr Account at any time, for any reason, by giving youprior notice subject to  Applicable Law, Applicable Central Bankregulation and applicable AML/CFT measures.

Wemay suspend your Telr Account and your ability to access funds inyour Telr Account, or terminate this Agreement, if (i) we determinein our sole discretion that you are ineligible for the Servicesbecause of significant fraud, chargeback excessive of 0.8% otherwisewrongful, Card Association(s) Rules violation or credit risk, or anyother risks associated with your Telr Account; (ii) you use theServices in a prohibited manner or otherwise do not comply with anyof the provisions of this Agreement; (iii) any Applicable Law,payment method provider, payment method acquirer, CardAssociationrequires us to do so; or (iv) we are otherwise entitled to do sounder this Agreement; (v) if you breach any term or condition of theAgreement;  (vi) if you enter liquidation administrative liquidation;(vii) if Telr and/or the Bank has reasonable and justifiable concernsabout your financial position;(viii) and If your account with theBank is closed for any reason whatsoever; (ix) if the Card SchemeAssociation(s) and/or acquirer requests Telr to do so; (x) if thereare any changes between Telr and/or Card Association(s) and/orAcquirer acquirer’s arrangement(s); (xi) if You undertakeTransactions for anything other than the genuine purchase of thegoods and/or services that You supply; (xii) if you materially alterthe contents of your (registered) website and/or change the businessmodel during the term of the Agreement and/or if You have a directchange of control or any of your parent company without prior writtenconsent of Telr or (xiii) if You fail to submit any Transactions orno activity is recorded on your Merchant Account for twelve (12)consecutive months.

APayment Method Provider or Payment Method Acquirer or CardAssociationmayterminate your ability to accept a Telr Payment ProcessingServices, at any time and for any reason, in which case you will nolonger be able to accept Telr Payment ProcessingServices under 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, you understand and agree that upon termination:

1. all licenses granted by Telr under this Agreement will terminate;
2. we reserve the right (but have no obligation) to delete all information and account data stored on our servers.
3. 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.
4. 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 theexpiration or termination of this Agreement. Any Fees, charges,Fines, Refunds, Penalties which you owe to Telr, Bank, Valid Cardholder shall be payable by you to the relevant party despite thetermination of this Agreement, and till such time said paymentobligation is finally settled.

C. 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.

11. 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

Ifyou opt for availing and/or enabling Apple Pay services (“AppleWallet”)within the scope of the Agreement acknowledge, agree, and consent atall 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”).

Youalso have the option of enabling Tabby’svariety of payment method(s) including “Pay Later” and “Pay inInstant” and any such related payment processing services (“PaymentServices”)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).

Uponopting for such services from Tabby, you acknowledge and consent thatyou shall be subject(ed) to Tabby’sterms and conditionshttps://tabby.ai/en-AE/toc and are required to keep itself updated of any changes in such termsand conditions.

DISCLAIMER:Telr is not the provider of the aforementioned Added Value Servicesand shall not be responsible for providing such Added Value Servicesto you. Telr shall only be responsible for supplying informationsecurely to the Added Value Service provider(s) to allow usage of thecard in such services. Telr shall not be responsible for anyincluding without limitation failure(s) of the aforementioned AddedValue Services or the inability to use such services for anytransaction(s).

Telr shall not be responsible for the performance ornon-performance of the Added Value Service’s provider(s) or anyother third parties regarding any agreement, you enter into with theAdded Value Service’s provider(s) or associated third‐partyrelationships that may impact your use of such services.

3. TELR SPLIT PAYOUT

You shall also be regulated under Telr Split Payout Agreement incase you opt for Split Payout.

4. OKTA VERIFICATION

Inorder to ensure your optimum security, your details and secure log-inaccess, you acknowledge and agree that it grants Telr and Okta anirrevocable consent to utilize Okta verification as part of itssecured log-in verification. It further acknowledges and consentsthat the scope of this shall be regulated under Okta’s Terms andConditions and shall keep itself updated with these terms &conditions "https://www.okta.com/terms-of-service/" OKTA Terms ofService.

Lastupdated: November09, 2023

1. API & Telr Merchant Dashboard

Telrallows youto access its Services through its API, which can be utilized onwebsites and applications specified in yourTelr Account. By following the instructions outlined in thedocumentation, you can use the API to make the most of theseServices. You can manage your Telr Account and access additionalfeatures by using Telr Account Dashboard. However, you must not usethe API for any purpose not described in the documentation orcommunicated to you by Telrsupporting team.

Telrmay modify the API and documentation periodically, and may add orremove functionality, but it will notify you of significant changesorremoval of features to minimize disruptions to your use of theServices.

Telrprovides you with API keys, both publishable and secret, for live andtest transactions, which you can access through Telr Dashboard. Thepublishable keys help identify transactions with your Customers,while the secret keys allow for any API call to your Telr Account.

Youare responsible for keeping your secret keys secure and should notshare 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 unauthorized use of your secret key or any breachof security regarding the Services, you must contact Telr immediatelyhere [email protected].More information on the proper use of publishable and secret API keyscan be found in the documentation providing guidance on securing yourTelr Account.

2. Ownership of Telr IP

Asbetween you and Telr, Telr and its licensors exclusively own allrights, 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 by copyright, tradesecret, patent, and other applicable intellectual property laws, andall rights in Telr IP not expressly granted to you in this Agreementare 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").If you 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.

3. 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 Applicable Laws;or (v) attempt to do any of the foregoing."

4. Content

Asa user of our services, you are allowed to upload or publish text,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.

Lastupdated: November09, 2023

DIVISION3: PRIVACYPOLICY AND DATA PROTECTION

ThisPrivacy Policy and Data Protection (“Agreement”)constitute a legally binding agreementbetween InnovateTechnologies FZCO (“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.

ThisAgreement describes the terms and conditions pertaining to theprivacy policy and data protection that apply to your use of theServices and governsyour access to and use of the Servicesprovided by Telr, including allits domains,sub-domains, media forms, websites, mobile applications, dashboards,related content, communications, functionality (collectively“Platform”)offered or linked on or throughthe Platform.

Ifany of the terms of this Agreement is not clear, please contactusbeforeusing the Services.

Shouldthere be any change in thisAgreement,Telrwill 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.

1. Scope of policy.

ThisPrivacy andData Protection Policy (“PrivacyPolicy”)appliesto every person(s) using and/or accessing the Platform. Furtherthis Privacy Policy governs the manner in which the Telrcollects, uses, maintains and discloses personal and non-personalinformation when Customer uses our Platform. This PrivacyPolicyapplies to the Platform and all products and/or Services offered bythe Telr or affiliated or associated with the Telr.

2. Background.

1. Telr recognizes that protecting the privacy of our Customers 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’s Personal Information only in accordance with this Privacy Policy. It is the Customer’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’s Personal Information.

3. Telr primarily contracts with and offers services to corporate entities in the form of Customers 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’s responsibility to periodically updated itself to ensure that the Customer is 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.

3. 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 in accordance with the Applicable Law’s requirement in relation to the privacy and data protection, Telr will ensure that a Customer’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.

4. Customer’s Personal Information Requested by Telr.

1. Telr may collect, transfer, use, store a Customer’s Personal Information when the Customer

browses on the Platform and/or uses its Services for the followingpurposes:

2. Information the Customer provides to the Telr at the time of creation of its account, the Telr may ask the Customer to provide a Customer specific identifiable information such as including with limitation Customer’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 is accepting the cookie disclaimer/ banner displayed on the Platform.

3. Telr may require additional Customer’s Personal Information including without limitation

fullname, email address, date of birth, home address, proof of address,bank statement,  personal identification card and/or passport andother information as may be required to on-board the Customer inaccordance with the Applicable Law and regulatory requirements(“CustomerPersonal 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.

5. Why Does Telr Collect Customer Data.

1. Telr collects the personal data to understand how Customer 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 experience and assist us in responding effectively to the Customer’s and Customers service requests, inquiries and any additional support requirements.

4. To process the Customer’s application and to understand the nature, profile and industry of the Customer’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. However, this is only if the Customers 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.

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

7. Rights Of a Customer under Privacy and Data Protection.

1. In accordance with the Applicable Law, Customer reserves certain rights over their Personal Information which including without limitation are to:
   1. 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.
   2. 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 will have to undergo a verification process in order to be given such correction access.
   3. Request to access their Personal Information including requesting copy of the Personal Information held by Telr to the extent permissible under Applicable Law.
   4. Right to not process a Customer’s Personal Information for direct marketing purposes including opting for unsubscription of marketing and promotional mails, visit login details on Customer’s dashboard.

8. Third Parties Disclosure under Privacy and Data Protection.

1. Telr may allow third party application(s) to access a Customer’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:
   1. 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.
   2. Telr may share such information with third-party business partners in order to provide Customer(s) its acquiring banks services.
   3. Whenever required, Telr may use Customer’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 underthe Applicable Law, legal process or enforceable governmentalrequest, applicable terms of services including without limitationinvestigation of potential violation, fraudulent, illegal andsecurity issues.

9. 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 may provide to such websites. Customers are required to read the terms and conditions, policies of such website with caution before using it as Customers shall be subject to such website’s own terms and conditions.

10. 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.

11. Platform Cookies.

1. Cookies help Telr analyse data to be used in improving the Platform, eventually giving the Customer a better user experience. Customers generally have the option of selecting or declining Cookies on the Platform – however, upon declining Cookies, Customers shall not get complete benefit of using the Platform seamlessly. Customers can read Telr’s detailed policy on Cookies, on the Platform’s Cookie notice which can be accessed at https://telr.com/sa-en/legal/cookie-notice/.

12. Updating Customer’s Information.

If the Customer need to change/ amend their Personal Informationthey are required to contact Telr by notifying its concernedrelationship manager. Telr in accordance with the Applicable Lawrecommends Customer’s keep their Personal Information updated atall times.

13. Contact Details.

Customers’can contract Telr should there be any questions, comments or for anyaction required, or compliant about thePrivacyPolicy at [email protected].

Lastupdated: November09, 2023

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 AGREEMENT IS APPLICABLE TO THEAGGREGATION AND DIRECT MODEL OF MERCHANTS RESPECTIVELY. WHEREAS INTHE CASE OF MERCHANTS UNDER DIRECT MODEL, ALL TERMS OF THE AGREEMENTPERTAINING PROCESSING TRANSACTIONS, DISPUTES, REFUNDS, REVERSALS,SETTLEMENT & PAYOUT SCHEDULE, CLEARING FUNDS & RESERVES,SECURITY INTERESTS, COLLECTION, & SET-OFF RIGHTS, ANDRECONCILIATION & ERROR NOTIFICATION (AS APPLICABLE) SHALL BESUBJECT TO THE TERMS AND CONDITIONS OF THE ACQUIRIER. IN CASE OF ANYCONFLICT OF TERMS BETWEEN THE AGREEMENT AND THE TERMS AND CONDITIONSOF THE ACQUIRIER, THE TERMS OF THE ACQUIRIER SHALL PREVIAL.

1. DEFINITIONS

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

"Charge"means a credit or debit instruction to capture funds from an accountthat a Customer maintains with a bank or other financial institutionin connection with a Transaction.

"Dispute"means an instruction initiated by a Customer for the return of fundsfor an existing Charge (including a chargeback or dispute on aPayment Method).

"Fine"means any fines, levies, or other charges imposed by us, a PaymentMethod Provider, or a Payment Method Acquirer, caused by yourviolation of Applicable Law or this Agreement or as permitted by theapplicable Payment Method Rules.

"PaymentMethod Rules"means the guidelines, bylaws, rules, and regulations imposed by thePayment Method Providers and Payment Method Acquirers that operatePayment Methods supported by Telr (including the payment card networkoperating rules ("Network Rules") for the Visa, Mastercard,and American Express networks).

"PaymentMethod"means a type of payment method that Telr accepts as part of thePayment Processing Services, such as a credit card and debit card.

"PaymentMethod Acquirer"means a financial institution that is authorized by a Payment MethodProvider to enable the use of a Payment Method by accepting Chargesfrom Customers on behalf of the Payment Method Provider and routingthese Charges to the Payment Method Provider.

"PaymentMethod Provider"means the provider of a Payment Method, such as Visa, Mastercard, andAmerican Express.

"PaymentProcessing Services"are Services that you may use to accept payments from your Customersfor Transactions, perform other financial transactions, managesubscriptions, and perform transaction reporting.

"Refund"means an instruction initiated by you to return funds to a Customerfor an existing Charge.

"Return"means an instruction initiated by you, a Customer, a Payment MethodProvider, or a Payment Method Acquirer to return funds unrelated toan existing Charge.

"Reversal"means an instruction initiated by a Payment Method Provider, aPayment Method Acquirer, or us to return funds for an existingCharge. Reversals may result from (i) invalidation of a charge by aPayment Method Provider or a Payment Method Acquirer; (ii) fundssettled to you in error or without authorization; and (iii)submission of a Charge in violation of the applicable Payment MethodRules or where submission of the Charge or your use of PaymentProcessing Services violates this Agreement.

2. 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 Law 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.

Telris not a bank and we do not accept deposits, provide loans or extendcredit. If you accept payment for products or services (includingevents such as concerts or other performances) not immediatelydeliverable 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.

3. PROCESSING TRANSACTIONS; DISPUTES, REFUNDS, REVERSALS

You may only submit Charges through the Payment ProcessingServices that are authorised 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 authorised Transactions may be subject to a Dispute.Telr is not responsible for or liable to you for authorised andcompleted Charges that are later the subject of a Dispute, Refund, orReversal, are submitted without authorisation or in error, or violateany Applicable Law.

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 authorisation, 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.

4. 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.

Withthat in mind, when using the Payment Processing Services you agreeto: (i) accurately communicate, and not misrepresent, the nature ofthe Transaction, and the amount of the Charge in the appropriatecurrency prior to submitting it to the API,email or Dashboard;(ii) provide a receipt that accurately describes each Transaction toCustomers; (iii) provide Customers a meaningful way to contact you inthe event that the product or service is not provided as described;(iv) not use Services to sell products or services in a manner thatis unfair or deceptive, exposes Customers to unreasonable risks, ordoes not disclose material terms of a purchase in advance; and (v)inform Customers that Telr and its affiliates process Transactions(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 Law 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 the invoices comply with Applicable Law, andare sufficient to achieve any legal or tax effect that you are tryingto achieve.

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

5. 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.

6. SPECIFIC PAYMENT METHODS

PaymentCards:When accepting payment card payments, you must comply with allapplicable Network Rules, including the Network Rules specified bythe Visa Rules and Regulations Rules specified by Visa International("Visa"), the Mastercard Rules specified by MasterCardInternational Incorporated ("Mastercard"), and NetworkRules specified by American Express. Collectively, Visa, Mastercard,and American Express are referred to in this Agreement 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).

Customerstypically raise payment card network Disputes (also known as"chargebacks")when a merchant fails to provide the product or service to theCustomer, or where the payment card account holder did not authorisethe Charge. High Dispute rates (typically those exceeding 1%) mayresult in your inability 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.

Whenyou accept payment card Transactions, Network Rules specificallyprohibit you from (i) providing cash refunds for a Charge on a creditcard unless required by Applicable Law, (ii) initiating a Refund morethan five calendar days after issuing a credit to your Customer,(iii) accepting cash, its equivalent, or any other item of value fora Refund, (iv) acting as a payment facilitator, intermediary, oraggregator, or otherwise reselling Payment Processing Services onbehalf of others, (v) submitting what you believe or know to be afraudulent Charge or a Charge that has not been authorized by thecardholder, (vi) submitting a Charge where the Transaction has notbeen completed or the goods or services have not been shipped orprovided (except where the cardholder has paid a partial or fullprepayment or the cardholder's consent is obtained for a recurringtransaction), (vii) splitting Transactions into multiple Chargesunless certain criteria are met, or (vii) using Payment ProcessingServices in a manner that is an abuse of the payment card networks ora violation of the Network Rules.

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 and American Express, orto the Consortium Merchant Negative 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 andsettle funds to you for transactions that are actually received bythe payment card network. You further assume responsibility for anyfailure by such third party to comply with the applicable NetworkRules.

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.

7. 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 Applicable Martket. If you update your Payout Account(including via the Dashboard) then you must ensure that you continueto comply with the requirements of this section. We may require youto provide us with documentary proof demonstrating your compliancewith this section, and your failure to provide such proof willconstitute 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 suspendsettlement to you.

Examples of situations where we may do so are: (i) where there arepending, anticipated, or excessive Disputes, Refunds, or Reversals;(ii) in the event that we suspect or become aware of suspiciousactivity; or (iii) where we are required by Applicable Law or courtorder. We have the right to withhold settlement to your PayoutAccount upon termination of this Agreement if we reasonably determinethat we may incur losses resulting from credit, fraud, or other legalrisks associated with your Telr Account. If we exercise our right towithhold a Payout for any reason, we will communicate the generalreason for withholding the Payout and give you a timeline forreleasing the funds.

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

8. CLEARING FUNDS AND RESERVES

Allfunds resulting from Charges are held in pooled clearing accounts(the "ClearingAccounts")with our banking partners. We will settle funds to and from theClearing Accounts in the manner described in this Agreement; however,you have no rights to the Clearing Accounts or to any funds held inthe Clearing Accounts, you are not entitled to draw funds from theClearing Accounts, and you will not receive interest from fundsmaintained in the Clearing Accounts.

Incertain circumstances, we may require you to place funds in reserveor to impose conditions on the release of funds (each a "Reserve").We may impose a Reserve on you for any reason if we determine thatthe risk of loss to Telr, Customers, or others associated with yourTelr Account is higher than normal. For example, we may hold aReserve if: (i) your or your Customers' activities increase the riskof loss to us or to your Customers, (ii) you have violated or arelikely to violate this Agreement, or (iii) your Telr Account has anelevated or abnormally high number of Disputes.

If we impose a Reserve, we will establish the terms of the Reserveand provide you Notice of the amount, timing, and conditions uponwhich the funds in the Reserve will be released to you. In manycases, the Reserve amount will be the entire amount of Chargesprocessed 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 theReserve with funds processed through your use of Payment ProcessingServices, by debiting the Payout Account or another bank accountassociated with your Telr Account, or by requesting funds directlyfrom you.

To the extent possible, we prefer to identify the necessity for aReserve in advance of establishing one. If you are concerned that wewill impose a Reserve on you due to the nature of your businessactivities, please contact us before using the Services.

9. 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 andpay any associated fees we consider necessary to create, perfect, andmaintain 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-offamounts owed to us and to our affiliates from balances in your TelrAccount from your use of the Payment Processing Services or fromfunds that we hold in Reserve. However, we may collect any amountsyou owe us under this Agreement by deducting or setting-off amountsthat you owe from the Telr account balance (or debiting the payoutaccount for such Telr account) for any Telr account that wedetermine, acting reasonably, is associated with your Telr Account.Similarly, we may deduct or set-off amounts from your Telr Accountbalance (or debit your Payout Accounts) in order to collect amountsowed to us in relation to such associated Telr accounts.

Incertain circumstances, we may require a personal, parent or otherguarantee (a "Guarantee")from a user's principal, owner, or other guarantor. A Guaranteeconsists of a legally binding promise by an individual or an entityto pay any amounts the user owes in the event that the user is unableto pay. If we require you to provide us with a Guarantee, we willspecifically inform you of the amount of, and the reasons for theGuarantee. If you are unable to provide such a Guarantee whenrequired, you will not be permitted to use the Services.

10. RECONCILIATION AND ERROR NOTIFICATION

The Dashboard contains details of Charges, Charge history, andother activity on your Telr Account. Except as required by ApplicableLaw, you are solely responsible for reconciling the information inthe Dashboard generated by your use of Payment Processing Serviceswith your 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.

ForTransaction errors, we will work with you and our Payment MethodProviders to correct a Transaction error in accordance with theapplicable Payment Method Rules. If you fail to communicate an errorto us for our review without undue delay and, in any event, within13months after you discovered it and flagged it in the Dashboard, youwaive your right to make any claim against us or our Payment MethodProviders for any amounts associated with the error.

Last updated: November 09, 2023

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