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Last updated: May 04, 2023

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In addition to the Telr Services Agreement, this Telr Split Payout Agreement (the “Split Agreement” or “Agreement”) constitutes a legally binding agreement between Innovate Technologies FZCO (“Telr”, “Us”, “We” and “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 Split Payout page to enable the provision of Split Payout processing, data, technology and analytics services offered by Telr and its affiliates to your vendors or third parties (“Beneficiaries”).

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Thank you for using Telr Split as part of Telr’s Added Value Service (“Service(s)”), please refer to our Split Fees Schedule regarding the charges applicable to Telr Split.

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This Agreement governs your use of Telr Split and describes how you and your Beneficiaries may use or benefit from instructing Telr to split your Payout and send it to your selected Beneficiary(ies) (“Telr Split”).

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You and your Beneficiary(ies) represent to us that all of the information that you and your Beneficiary(ies) provide to us is accurate and complete, and that you and your Beneficiary(ies) are authorized to agree to this Agreement in respect with section 3. Onboarding Process.

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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.

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Beneficiary Information
Telr as part of its Added Value Services provides Merchants the ability to use Telr Split in order to facilitate payments to vendors who have provided goods or services. You are not a Telr Customer, and Telr Services Agreement does not apply to you if you are receiving payment from Telr Split for providing a good or service.

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PARTICULAR AND GENERAL TERMS & CONDITIONS

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A. RELATIONSHIP TO OTHER TELR AGREEMENTS
Please read this Agreement carefully and should there be a conflict between the Telr Services Agreement and this Agreement related to your use of Services, this Agreement will prevail.

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B. TELR’S SPLIT – SERVICES AND OBLIGATIONS

1. Definitions.

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Affiliates :

Shall mean including without limitation Telr’s and any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Telr.

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AML:

Shall mean Anti Money Laundering.

AML Regulations:

Shall mean including without limitation regulations and laws pertaining AML such as Federal Decree-law No. (20) of 2018 ON ANTI-MONEY LAUNDERING AND COMBATING THE FINANCING OF TERRORISM AND FINANCING OF ILLEGAL ORGANISATIONS.

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CBUAE:

Shall mean Central Bank of United Arab Emirates.

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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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CFT:

Shall mean Combating the Financing of Terrorism Compliance.

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CFT Regulations:

Shall mean including without limitation regulations and laws pertaining CFT such as Federal Decree-law No. (20) of 2018 ON ANTI-MONEY LAUNDERING AND COMBATING THE FINANCING OF TERRORISM AND FINANCING OF ILLEGAL ORGANISATIONS.

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Customers:

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

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Data:

Shall mean and refer to any information or collection of information, whether in the form of facts, opinions, or instructions, that is recorded, stored, processed, or communicated in any medium or form, including electronic or paper records, documents, or other tangible objects. This information may be related to individuals, organizations, or entities and may include personal or confidential information, such as names, addresses, financial, records, or other sensitive data.

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Split Fee Schedule:

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

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Dispute:

Shall mean payment disagreements over a specific transaction, between a customer and a Merchant and/or Beneficiaries. Disputes can be initiated by the customer, or by the Merchant’s bank.

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Onboarding:

Shall mean the action or process of integrating a new Merchant and/or Beneficiaries (as applicable) into Telr Split Platform.

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Payout:

‍Shall mean payment proceeds settlement into a bank account linked to a Merchant and/or Beneficiaries (as applicable) debit card.

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Peer-to-Peer:

Shall mean a mechanism through which the user of this service can transfer funds from its bank account to the beneficiary’s bank account via the digital medium.

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Refunds:

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 the individual(s) authorised and appointed by Merchant to represent its company.

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Reversals:

Shall mean any transaction wherein payment funds are returned/ reversed to a cardholder’s bank.

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Telr Payout Account:

Shall mean the Merchant’s Telr payout account which can be accessed from Telr’s platform.

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Telr Split Dashboard:

Shall mean Telr’s dashboard pertaining Split Service.

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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.

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UAE:

Shall mean United Arab Emirates.

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UAE Federal Laws:

‍Shall mean Federal Decree Laws of United Arab Emirates.

2. Transaction.
Telr Split Service allows you to add and select Beneficiary(ies) to your Telr Split Dashboard to split and send part of your Payout either by setting a flat amount and/or variable amount before submitting your instruction to Telr to proceed and settle your select Beneficiary(ies) by using Telr Split Services.

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Every new Beneficiary added on your Telr Split Dashboard shall be subject to a respective Onboarding by Telr compliance and risk team in accordance with including without limitation Telr internal policies, Telr Service Agreement, Telr Split Agreement, AML and CFT Regulations, CBUAE Regulations and UAE Federal Laws. Once approved by Telr compliance and risk team, you shall be able to track the status update on your Telr Split Dashboard and initiate your request using Telr Split.

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You understand and acknowledge that Telr and its Affiliates do not whatsoever undertake any remittance, Peer-to-Peer activity, domestically and/or internationally. You understand that Telr will only support the usage of Telr Split within the UAE, in AED currency and exclusively into UAE bank accounts.

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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.

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

3. Onboarding Process.
In order to initiate Telr Split, you will be required to insert the Beneficiary(ies) details including without limitation their email ID and name. One the aforementioned details are inserted, Telr system shall send an email to your Beneficiary(ies) requiring them to start the Onboarding process.

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Your Beneficiary will receive our terms and conditions applicable to Telr Split, if your Beneficiary(ies) consent to our terms and conditions, Telr will request them via a onetime secured link to upload their personal ID documents, company profile, bank statement and further documents in accordance with Telr policies.

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Whether the application is approved or rejected by our compliance and risk team as per our internal policies, your Beneficiary will receive an email from our system. You shall be able to track the status update on the application on your Telr Split Dashboard.

We only support the following business types to be added as Beneficiary(ies):

• Sole Establishment, free zone establishments or branches of sole establishments • LLCs, free zone LLCs, or branches of LLCs.

Any Beneficiary added will need to provide a valid trade license issued within the UAE along with personal ID documentations and Bank Account Confirmation as part of the verification and Onboarding process.

C. TELR’S SPLIT PAYOUT – REQUIREMENTS AND RESTRICTIONS.

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1. Merchant Obligations.
Telr is not a Merchant but only provides Telr Split Services described in this Agreement and in the Telr Services Agreement. Merchant is solely responsible for, and Telr disclaims all liability (to the extent permitted by applicable law) for, the usage and instruction to Telr to split and send part of your Payout (flat amount and/or variable amount) to your added Beneficiary(ies) by using Telr Split Dashboard. You are always financially and legally liable to Telr for, including but not limited to, Disputes (including Chargebacks), Refunds, and any fines that arise from your use of Telr Split.

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Your obligations are described in detail in Telr Services Agreement. You are responsible for all actions taken on the Telr Split Dashboard including without limitation Telr Split through Dashboard, including adding new Beneficiary(ies) to your Telr Account, using or removing existing Beneficiary(ies).

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Due to the nature of this Service, we will not be able to cancel or reverse a Transaction once instructed by you to Telr. By submitting the instruction/request, you agree to waive any applicable cooling-off period and right to cancellation. If you do not wish to waive this right, we will be unable to proceed with this Transaction and you should not instruct Telr or initiate a transaction using Telr Split.

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Telr Split may allow you to send payment processing proceeds via settlement into your selected Beneficiary(ies)’ bank account. Your Dashboard should let you know if there is a fee associated with your use of Telr Split and should inform you of the status of your instruction. When Telr Split is used, we will attempt to settle payment processing proceeds within 7 Business Days of receiving the Split request/instruction.

We reserve the right to change or suspend Telr Split to you at any time, including without limitation (a) due to pending, anticipated, or excessive Disputes, Chargebacks, Refunds, or Reversals; (b) in the event of suspected or actual fraudulent, illegal or other malicious activity; or (c) where we are required by law or court order.

2. AML and CFT Requirements.
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 Ultimate Beneficial Owner(s) (“UBO”) or principals, from you, to undertake our screening or re-screening process and onboarding in accordance with the regulations on Anti-Money Laundering Laws (“AML”) and Countering Financing Terrorisms Laws (“CFT”) (as defined in clause B.1.2 of the Agreement) issued by the Central Bank of the United Arab Emirates, 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.

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If you use Telr Split, 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.

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

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.

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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 and/or Telr Split.

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

3. Disclaimers
You understand and consent that Telr will use endeavor efforts to process your instruction and request when using Telr Split. Nevertheless, your instruction and request may not be always successful. Telr shall authorize and process a request if and only if the request, Beneficiary and your Telr Account comply successfully with including but not limited to Telr Service Agreement, Telr Split Agreement, AML and CFT Regulations, CBUAE Regulations and UAE Federal Laws. Your instruction will be processed out to your selected Beneficiary(ies) on a T+7 Business Days.

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    3.1 Request Additional Information
Beneficiary(ies) must receive the payment processing proceeds via settlement once selected on your Dashboard into Beneficiary(ies)’ UAE bank account on a T+7 Business Day.

Following the UAE government decision to change the official working week in the region, payouts, payment instructions/requests, now follow a Monday-to-Friday schedule. No payouts or payment instructions/requests will land on weekends or public holidays.

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Funds are paid out in AED currency to UAE-based bank accounts only and the minimum payout amount is 50 AED.

If a request was created over the weekend, we will proceed with the instruction if successful in accordance with clause 3, on the next Business Day of the following week.

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    3.2 Request Rejections
If an old bank account details were added by your Beneficiary(ies) during their Onboarding on Telr Split Platform, your payout instruction will have been sent to that bank account.

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You should contact your Beneficiary(ies) to understand what will happen to the funds. You will need to provide the following information: bank account details, date expected, exact amount, and payor (Telr).

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If incorrect bank account details were added by your Beneficiary(ies) during their Onboarding on Telr Split Platform, your payout instruction will have been sent to that bank account if the account number and/or routing number exists.

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If that bank account does not exist, the payout(s) will be returned to your Telr Account balance. If your funds have not returned to your Telr Account balance after 5 Business Days, contact Telr Support.

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Penalties and fees may be applied if there is an error or omission in providing correct or incomplete Beneficiary information from you and/or at the Beneficiary Onboarding and may cause a rejection of, or delays in the payout. We shall not be held liable for any potential direct and/or indirect loss.

D. RELATIONSHIP TO TELR SPLIT PLATFORM

You understand, consent and agree that we may share Your Data in order to facilitate your use of including without limitation Telr Split. Where we receive Your Data from the Platform or Dashboard, you explicitly consent to us using, processing, collecting, sharing, disclosing, transferring, exporting and storing the Data in accordance with the Telr Service Agreement and our Privacy Policy.

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Our standard fees for the Telr Split are posted on our website. Our fees will either be disclosed to you separately or will be consolidated with the fees for Telr Split. We will have the right to deduct from your Telr Split Account balance both our fees for Services you authorize us to debit the amount owed from your Telr Payout Account. If you believe that fees have been incorrectly deducted, please contact us at [email protected].

E. LIMITATIONS ON TELR’S LIABILITY

We are not responsible for the acts or omissions during the usage of Telr Split Services in providing Services to you, your Beneficiary(ies) or your Customers, or for any non-compliance with including but not limited to Telr Service Agreement, Telr Split Agreement, AML and CFT Regulations, CBUAE Regulations and UAE Federal Laws. We are also not responsible for your obligations to your Customers(including to properly describe and deliver the goods or services being sold to your Customers) and for your obligations to your Beneficiary(ies). You are solely responsible for, and we expressly disclaim all liability (to the extent permitted by applicable law) for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing Customer service, notification and handling of refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Telr Split Services. You agree to indemnify, defend and keep us harmless for any direct or indirect claim, damage, infringement, losses (financial and/or legal) we incur based on your failure to properly describe or deliver goods or services or comply with your legal or contractual obligations to your Customers, or with your failure and your Beneficiary(ies) to properly use Telr Split Services.

F.  OTHER GENERAL LEGAL TERMS

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1. Term, Termination, and the Effects of Termination:
The term of this Telr Split Agreement will begin when you register your Telr Split Account and will terminate in accordance with the terms stipulated in Telr Service Agreement. You may terminate this Telr Split Service Agreement at any time by providing us notice immediately ceasing your use of Telr Split Services.

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However, if you commence using Telr Split Services again, you are consenting to this Split Service Agreement. We may terminate this Telr Split Service Agreement (a) where you or your Beneficiary(ies) are in breach of this Telr Split Service Agreement and fail to cure the breach upon 30 days’ notice by us (such notice and cure period only being required if curing the breach is feasible); or (b) upon 120 days’ notice for any reason. We may also terminate this Telr Split Service Agreement immediately if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, or if we determine (in our sole discretion) that you are engaged in activity that fails to comply with applicable law or causes a significant risk of reputational harm to us.

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All provisions in this Agreement giving rise to continuing obligations will survive termination of this Agreement. As stated above, Telr Service Agreement governs your use of Services and/or Telr Split Services, so the termination of this Agreement will not immediately trigger termination of Telr Services Agreement. All obligations in Telr Service Agreement will only be terminated in accordance with the terms and conditions of Telr Service Agreement. Termination of the Telr Services Agreement will cause this Agreement to automatically terminate.

2. Governing Law, Disputes, and Interpretation: The provisions of the applicable Telr:
Services Agreement governing applicable law (jurisdiction), location of suits and disputes (venue), and any method for dispute resolution are incorporated into this Agreement by reference. Headings are included for convenience only and should not be considered in interpreting this Agreement. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless stated otherwise, the word “including” means “including, without limitation.” This Agreement does not limit any rights of enforcement that we may have under trade secret, copyright, patent, or other laws. Our delay or failure to assert any right or provision under this Agreement does not constitute a waiver of such right or provision. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.

3. Right to Amend:
We may amend this Agreement at any time. You will be provided with notice of amendments through email (which may originate from us), our Dashboard, and/or our website. You agree that any changes to this Agreement will be binding on you seven (7) days after the amendment is made by either of the aforementioned parties (or, if a longer period is required by applicable law, such longer period). If you elect to not accept the changes to this Agreement, you must (a) provide notice to us and (b) immediately cease using Split Services. Where you do not provide such notice prior to the amendments becoming binding, by continuing to use the Services you agree that you are consenting to any such changes to this Agreement.

4. Assignment:
You may not assign or attempt to assign this Agreement without our express consent in advance.

5. Entire Agreement:
This Agreement constitutes the entire agreement between you and us with respect to Telr Split Services. This Agreement sets forth your exclusive remedies with respect to Telr Split Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under applicable law, then it will be reformed interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

G. Contact Details.

You can contact Telr should there be any questions, comments or for any action required, or compliant about the Privacy Policy at [email protected].

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