Terms and Conditions for Electronic Payment Services via Platforms

Specific Terms and Conditions for Electronic Payment Services via Platforms

Introduction

These Terms and Conditions (the “Terms”) set out the rules governing the use of the electronic platform owned and operated by the First Party and the utilization of electronic payment services provided by the Third Party, the Payment Service Provider, to the Merchant/Beneficiary (the “Second Party”).

These Terms and Conditions constitute a legally binding agreement between the First Party (the platform operator), the Second Party (the merchant/beneficiary), and the Third Party (the Payment Service Provider – Moyasar Financial Company), and regulate the contractual relationship among them in relation to the use of the platform and the processing of electronic payment transactions associated with it.

The registration of the Second Party (the merchant/beneficiary) on the platform, or the use of electronic payment services through it, shall constitute the Second Party’s explicit acceptance of and agreement to be bound by these Terms and Conditions, and shall be deemed a legally binding electronic agreement in accordance with the applicable laws and regulations in the Kingdom of Saudi Arabia, including the Electronic Transactions Law.

The Second Party (the merchant/beneficiary) acknowledges that the electronic payment services made available through the platform are provided exclusively by the Third Party in its capacity as a licensed Payment Service Provider, and that the use of such services is subject to these Terms and Conditions and the relevant applicable regulations.

The Second Party further acknowledges that these Terms and Conditions govern its use of both the platform and the associated payment services, and that in the event the Second Party does not agree to any provision herein, it must refrain from using the platform or benefiting from the electronic payment services provided through it.

Article (1): Definitions

For the purposes of these Terms and Conditions, the following terms and expressions shall have the meanings assigned to them below, unless the context requires otherwise:

First Party (Platform): The entity that provides software solutions and technological products through an electronic platform and enables the Second Party to use the platform and integrate with the electronic payment services provided by the Third Party.

Second Party (Merchant/Beneficiary): A natural or legal person who uses the platform to display and sell its products or services to its customers and receives payments through the payment gateway.

Third Party (Payment Service Provider): Moyasar Financial Company, a licensed Payment Service Provider that provides electronic payment processing services to the beneficiary through the platform, including enabling the acceptance of payments in accordance with the applicable laws and regulations.

Electronic Payment Service Provider: A legal person that has obtained the necessary licenses to provide electronic payment services.

Central Bank (SAMA): The Saudi Central Bank.

Issuing Bank: The bank or financial institution that issued the payment card to the cardholder and is responsible for approving or declining the financial transaction.

Merchant/Beneficiary Bank: The bank that maintains the merchant’s or beneficiary’s account through which funds resulting from electronic payment transactions are received and settled.

Payment Gateway: The electronic system that enables the processing of payment transactions and the secure transmission of payment data between the merchant and the relevant financial institutions to complete the transaction.

Cardholder: The individual who owns the payment card and uses it to conduct purchase or electronic payment transactions.

End Customer: The person who purchases products or services from the merchant and completes the payment using electronic payment methods.

Successful Transaction: Any payment transaction that has been approved by the Electronic Payment Service Provider, the issuing bank, or the payment network.

Refund Transaction: A transaction executed to return the amount of a successful transaction previously collected by the merchant in favor of the customer.

Chargeback: A situation in which a payment transaction is disputed (chargeback claim) by the cardholder or the issuing bank, and the final decision is issued in favor of the cardholder (end customer), resulting in the return of the transaction amount and its deduction from the merchant’s/beneficiary’s account.

Know Your Customer (KYC) Procedures: A set of procedures and controls carried out by the First Party to verify the identity of the merchant, collect its data, review its documents, and ensure their accuracy and completeness prior to enabling the merchant to use the platform or benefit from electronic payment services, in compliance with applicable laws and regulations.

**Payment Networks:**International or local card networks that process and route electronic payment transactions between banks, such as Mada, Visa, Mastercard, and any other payment networks.

Mada: The national payment network in the Kingdom of Saudi Arabia that enables ATM cardholders and bank cardholders to conduct electronic payment, withdrawal, and transfer transactions within the Kingdom.

Business Day: Any official working day in the Kingdom of Saudi Arabia, excluding weekends and officially recognized public holidays observed by banking institutions.

Payment Order: Instructions issued by the cardholder to debit a specific amount from their account and execute a payment transaction in favor of the merchant/beneficiary through approved electronic payment methods.

SSL: The standard security technology for establishing an encrypted link between a web server and a browser. This link ensures that all data transmitted between the web server and browsers remains private, secure, and integral.

PCI-DSS: The globally recognized set of policies and procedures designed to ensure the security of credit and debit card transactions and to protect cardholders from the misuse of their personal information.

**Force Majeure:**Any exceptional event or circumstance beyond the control of any of the parties, which could not reasonably have been foreseen or prevented and whose effects cannot be avoided despite the exercise of reasonable care, resulting in the total or partial inability to perform contractual obligations. This includes, without limitation, natural disasters, fires, floods, epidemics, wars, riots, civil disturbances, general disruptions of telecommunications or energy services, or the issuance of governmental or regulatory orders or decisions that prevent or hinder the performance of obligations. Any circumstance arising from negligence or fault of a party shall not be considered force majeure.

Fees: The amounts or financial commissions payable by the merchant/beneficiary to the platform in consideration for the services provided.

Amounts Payable to the Merchant/Beneficiary: The net value of successful payment transactions collected from customers after deducting the agreed fees and commissions.

Material Breach: Any serious violation by a party of any of its fundamental obligations under the agreement or these Terms and Conditions that results in actual or potential harm to the other party, or directly affects the performance of the agreement or the continuity of the services. This includes, without limitation, violations of applicable laws and regulations, submission of false information, unlawful use of the service, or failure to remedy a violation within the specified period after being notified.

Article (2): Rights and Obligations of the First Party (Platform)

2.1 Obligations of the First Party (Platform)

2.1.1 The First Party shall provide the necessary technical integration between the platform and the electronic payment services provided by the Third Party and enable the Merchant/Beneficiary to utilize payment acceptance services through its technical channels, thereby facilitating the execution of payment transactions through approved payment providers and networks within the Kingdom of Saudi Arabia.

2.1.2 The First Party shall manage the operational relationship with the Merchant in relation to the use of the platform, including receiving and handling inquiries and complaints.

2.1.3 The First Party shall notify the Third Party (Payment Service Provider) of any unusual or suspicious activity detected through the platform.

2.1.4 The First Party shall provide the Payment Service Provider with the data and documents required to complete the Merchant identity verification procedures (KYC) prior to enabling the Merchant to benefit from the electronic payment services.

2.1.5 The First Party shall enable the Merchant/Beneficiary to access transaction statements relating to transactions processed through the available channels.

2.2 Rights of the First Party (Platform)

2.2.1 The First Party shall have the right to request any additional information or documents from the Second Party (Merchant/Beneficiary), where necessary, to ensure compliance with the platform’s policies or operational requirements.

2.2.2 The First Party shall have the right to monitor the Second Party’s use of the platform and verify its compliance with the applicable terms, conditions, and policies.

2.2.3 The First Party shall have the right to temporarily suspend, restrict, or disable the Second Party’s account in the event of suspected non-compliance with applicable laws or any unlawful activity.

2.2.4 The First Party shall have the right to take necessary measures to protect the platform or its users in the event of operational, technical, or security risks.

2.2.5 The First Party (Platform) and the Payment Service Provider shall have the right to refuse the activation of the service for any person, at any time, at their sole discretion, where the use involves unlawful, abusive, threatening, defamatory, or obscene content, promotes illegal or inappropriate activities, infringes the intellectual property rights of any party, or otherwise violates these Terms of Use.

2.2.6 The Platform may establish practices or limitations relating to the use of the service, including, without limitation, restrictions on individual or aggregate transactions, as deemed necessary, provided that the Second Party is notified accordingly.

2.2.7 The First Party shall not be responsible for the quality, safety, or legality of the products or services provided by the Merchant/Beneficiary.

Article (3): Obligations and Rights of the Second Party (Merchant/Beneficiary)

3.1 Obligations of the Second Party (Merchant/Beneficiary)

3.1.1 The Second Party shall secure its online store and technical communications using Secure Socket Layer (SSL) encryption protocol or any equivalent security measure and shall maintain its updates and effectiveness throughout the period of utilizing the electronic payment services.

3.1.2 The Second Party shall comply with all applicable laws, rules, and security measures, including but not limited to the requirements issued by payment networks, the Saudi Central Bank instructions, the Payment Card Industry Data Security Standard (PCI-DSS), and the E-Commerce Law, in relation to the collection, processing, protection, storage, disclosure, and destruction of end-customer data.

3.1.3 The Second Party shall comply with all applicable laws, regulations, and instructions related to its business activity and its use of the platform and electronic payment services, including but not limited to laws and regulations relating to Anti-Money Laundering (AML), Counter-Terrorist Financing (CTF), cybersecurity, and credit information protection.

3.1.4 The Second Party shall take all necessary technical and organizational measures to protect its electronic systems from any breach or unauthorized access by any external party. In the event that its systems are compromised or any unauthorized party gains access to cardholder data or transaction data, the Second Party shall immediately notify the First Party (the Platform) and take the necessary corrective measures.

3.1.5 The Second Party acknowledges that neither the Platform nor the Payment Service Provider shall be liable for any transaction processed incorrectly due to inaccurate data entry, unauthorized use of its accounts or identifiers, or any unauthorized or fraudulent access to its systems, data, cardholder information, or transaction data, unless such incident results from gross negligence or misconduct by any of the parties.
The party discovering any unauthorized transaction or fraudulent activity shall notify the Second Party within forty-eight (48) hours from the date of discovery through the approved contact details.

3.1.6 The Second Party acknowledges that the Payment Service Provider and the Platform shall not be liable for any breach of the Second Party’s systems resulting from its negligence, misconduct, or any intentional damage caused by the Second Party.

3.1.7 The Second Party shall not use, disclose, sell, or publish any cardholder information obtained during the electronic payment process.

3.1.8 The Second Party shall ensure that each transaction is recorded in Saudi Riyals or in the currency agreed upon with the Payment Service Provider.

3.1.9 The Second Party shall clearly inform the Cardholder (End Customer) of the identity of the online store, its details, and official contact methods to allow the Cardholder to easily identify the merchant as the supplier of the goods or services.
The Second Party shall also notify the Cardholder that it is solely responsible for the following:

• Sales transactions, including any goods or services subject to the sale transaction.

• All customer service relating to the sales transaction.

• Resolution of disputes relating to the sales transaction.

• Disclosure of the expected timeframe for responding to and resolving complaints.

• Disclosure of the terms and conditions governing sales or services.

• Disclosure of the delivery timeframe prior to completing the purchase and reflecting it in the purchase invoice.

• Disclosure of the refund policy applicable to the Cardholder prior to completing the transaction.

3.1.10 The Second Party shall ensure that any goods purchased or services acquired through a transaction are delivered to the Cardholder using reasonable delivery methods promptly after the transaction has been processed.

3.1.11 The Second Party shall not split the value of any anticipated credit transaction into two or more separate credit transactions that would, when aggregated, exceed the permitted transaction limit.

3.1.12 The Second Party shall not engage in any false, misleading, or deceptive practices relating to the goods or services it offers or any dealings with the Cardholder. The Second Party shall also not allow any third party to use the electronic payment service or conduct transactions through it in its name or on its behalf, including any affiliated or related entity.

3.1.13 The Second Party shall take all necessary measures to minimize the occurrence of chargebacks or refund claims by its customers, particularly those arising from defective products or services, non-compliance with sales terms, or delays in delivery or execution.
If notified by the First Party that the chargeback ratio associated with its account exceeds the acceptable thresholds in accordance with the standards of Saudi Payments and international card networks, the Second Party shall promptly address the causes and implement corrective measures within a reasonable period.

3.1.14 The Second Party (Merchant/Beneficiary) shall immediately notify the First Party (the Platform) through its approved email in the event of any of the following:

• Any circumstances or developments that may have a material or adverse effect on its business, assets, financial position, or ability to fulfill its obligations.

• Sale, lease, transfer, or assignment of its business activity in whole or in part.

• Any change in its business address, place of operation, or contact information, including telephone number or email address, or commencing operations from a new location.

• Any change to its trade name, legal name, nature of activity, scope, or type of business.

• Any change in the ownership structure or ownership percentages of the entity.

• Any change to the bank account details associated with the services.

3.1.15 The Second Party shall not charge the Cardholder any portion of the fees or taxes payable by the merchant under these Terms and Conditions or under any applicable laws in the Kingdom of Saudi Arabia, including Value Added Tax regulations, whether by increasing prices or otherwise, nor impose any financing costs relating to the cards used through the electronic payment gateway.

3.1.16 The Second Party shall comply with all applicable laws and regulations related to its business activities and shall not offer or sell any goods, services, or products that are prohibited or restricted under the laws of the Kingdom of Saudi Arabia or that violate Shariah or regulatory requirements, including but not limited to prohibited products, prescription medicines, or regulated materials. The goods, services, and activities offered through its online store must also be consistent with the activities registered in its commercial registration, and the Second Party shall not engage in any unlicensed or unauthorized activities.

3.1.17 The Merchant/Beneficiary shall not impose any additional fees on payment transactions executed through the platform and shall bear full responsibility for the terms and conditions relating to the sale and delivery of its goods or the provision of its services. In the event of any dispute raised by the Cardholder concerning goods, services, delivery dates, or quality, the Platform shall bear no responsibility for any delay, breach, or failure attributable to the Merchant/Beneficiary.

3.1.18 The Second Party shall not impose a minimum or maximum transaction amount as a condition for a customer to use the payment service.

3.1.19 The Merchant/Beneficiary shall maintain complete and detailed records of processed transactions, excluding any sensitive payment instrument data, for a period of two (2) years from the date of the transaction for the purposes of reference and resolving disputes or related claims.

3.2 Rights of the Second Party (Merchant/Beneficiary)

3.2.1 The Second Party shall have the right to benefit from the platform services and the electronic payment services provided through the technical integration between the First Party and the Third Party in accordance with the executed agreement and these Terms and Conditions.

3.2.2 The Second Party shall have the right to access the details of financial transactions and related reports through the systems or channels made available by the Platform.

3.2.3 The Second Party shall have the right to receive technical and operational support relating to the use of the platform or electronic payment services during official working hours.

3.2.4 The Second Party shall have the right to raise inquiries or objections regarding any financial transaction or settlement made on its account.

3.2.5 The Second Party shall have the right to receive its financial proceeds resulting from transactions processed through the payment gateway in accordance with the agreed settlement mechanism and timelines.

3.2.6 The Second Party shall have the right to notify the Platform of any observations or technical or operational issues related to the use of the service.

3.2.7 The Second Party acknowledges and agrees to authorize the Payment Gateway Service Provider to execute electronic payment transactions on its behalf, including collecting payments from customers and routing transactions through approved payment systems. The Service Provider is also authorized to process and use relevant transaction data for the purposes of providing the service in accordance with the regulations and instructions issued by the Saudi Central Bank.

3.2.8 The Merchant/Beneficiary shall have the right to withdraw the authorization granted to the Service Provider at any time by providing written notice of not less than thirty (30) Business Days. Such withdrawal shall not affect any obligations existing prior to the withdrawal date, and the Service Provider shall take the necessary measures to cease the related operations within a reasonable period in accordance with the regulations and instructions of the Saudi Central Bank.

Article (4): Rights and Obligations of the Third Party (Payment Service Provider)

4.1 Obligations of the Third Party (Payment Service Provider)

4.1.1 The Third Party shall provide electronic payment services to the Merchant through the platform in accordance with the agreement executed between the Third Party and the First Party (the Platform).

4.1.2 The Payment Service Provider shall conduct the required verification procedures (Know Your Customer – KYC), whereby the necessary information and documentation shall be requested from the Platform. The Platform shall provide the Third Party with the required documents to complete the verification process and activate the Merchant/Beneficiary.

4.1.3 The Payment Service Provider shall comply with all applicable regulatory and supervisory requirements relating to payment services, including fraud prevention measures and transaction monitoring.

4.1.4 The Third Party shall take the necessary actions upon detecting any fraudulent or suspicious transactions relating to the payment services.

4.1.5 The obligations of the Third Party shall be limited solely to the provision of electronic payment services and the processing of transactions and shall not extend to any operational, commercial, or contractual obligations relating to the Second Party (Merchant/Beneficiary). Any obligations relating to the provision of services shall be addressed directly between the Platform and the Merchant/Beneficiary.

4.2 Rights of the Third Party (Payment Service Provider)

4.2.1 The Payment Service Provider shall have the right to verify the compliance of the Merchant/Beneficiary and the Platform with these Terms and Conditions and with the regulatory requirements issued by the Saudi Central Bank (SAMA) and other relevant supervisory authorities.

4.2.2 The Payment Service Provider shall have the right to request any additional information or documentation from the Merchant/Beneficiary where necessary for compliance, audit, or regulatory purposes.

4.2.3 The Payment Service Provider shall have the right to suspend, restrict, or temporarily terminate payment services in the event of suspected fraud, unlawful activity, regulatory violations, or where the Payment Service Provider deems such action necessary in response to regulatory requirements or for risk mitigation purposes.

4.2.4 The Payment Service Provider shall have the right to refuse the onboarding of any merchant or to terminate the relationship where the merchant fails to meet the applicable compliance or regulatory requirements.

4.2.5 The Payment Service Provider shall have the right to take any necessary measures to protect payment systems, mitigate financial or operational risks, and ensure compliance with applicable laws, regulatory requirements, or payment network rules.

Article (5): Confidentiality and Data Protection

5.1 Each Party shall comply with the Saudi Personal Data Protection Law and shall exercise due care in safeguarding the information obtained during the provision of the services.

5.2 The First Party (Platform) and the Third Party (Payment Service Provider) shall maintain the privacy and confidentiality of all data and information relating to the Merchant/Beneficiary and the Platform obtained or collected during the use of the services, in accordance with the provisions of the Saudi Personal Data Protection Law and the requirements of the Saudi Central Bank.
Each Party undertakes not to disclose any confidential information except with the prior consent of the Party to whom such information relates, or pursuant to a judicial order, or upon a request from the competent authorities.

5.3 Each Party shall comply with the PCI-DSS security standards and requirements. The Second Party (Merchant/Beneficiary) acknowledges that cardholder data must never pass through the Merchant’s server and must instead be transmitted directly to the First Party and/or the Third Party.

5.4 The Merchant/Beneficiary warrants that it has taken all necessary precautions to ensure that its electronic systems are secure against breaches or unauthorized access by any third party. In the event of a breach resulting in unauthorized access to cardholder data or transaction data, the Merchant/Beneficiary shall immediately notify the First Party (the Platform) to enable the necessary actions to prevent further violations.

5.5 In the event of any data breach, intrusion, or security incident affecting the Platform or the security of its Merchant/Beneficiary customers, the Platform shall immediately notify the Payment Service Provider by contacting (8001111848) to enable the necessary measures to be taken.

Article (6): Intellectual Property

6.1 Each Party shall retain all intellectual property rights belonging to it, including but not limited to systems, platforms, software, trademarks, content, documentation, and technologies that it owns or has developed. Nothing in this Agreement shall be construed as transferring or assigning any such rights to any other Party.

6.2 The Merchant/Beneficiary and the Platform acknowledge that all intellectual property rights relating to the electronic payment gateway services, technical systems, transaction processing, technologies, software, documentation, and related confidential information are exclusively owned by the Payment Service Provider and are protected under applicable intellectual property laws.

6.3 Each Party’s rights shall be limited to using the services or systems within the scope permitted under this Agreement and during its term, and such use shall not be construed as granting any ownership rights.

6.4 No Party shall, directly or indirectly, decompile, reverse engineer, analyze, or attempt to discover the source code, trade secrets, or any technical components of another Party, nor circumvent any technical measures controlling access to the systems or services of another Party.

Article (7): Service Disputes and Chargeback Requests

7.1 The Payment Service Provider shall investigate any financial dispute or chargeback claim relating to payment transactions. In the event of a dispute, the Payment Service Provider shall notify the Platform, and the Platform shall in turn notify the Merchant/Beneficiary and coordinate with it to provide the Payment Service Provider with all required information and supporting documentation within the specified timeframe.

7.2 The Merchant/Beneficiary shall provide all reasonable cooperation and assistance to the Platform and shall respond to any inquiries or requests within a period not exceeding three (3) Business Days from the date of notification by the Platform.

7.3 Any financial dispute shall be referred to the Financial Dispute Support Team of the Payment Service Provider. To follow up on any request, communication shall be made through the email address specified in the agreement executed with the Merchant/Beneficiary.

7.4 The Payment Service Provider shall handle financial disputes in a fair manner and within the approved timeframes and shall provide the Platform—so that it may inform the Merchant/Beneficiary—with the following information within a period not exceeding five (5) Business Days from the date of receipt of the dispute:

• The dispute reference number.

• A brief description of the dispute and its reasons.

• The expected date for closing the dispute.

• The decision to accept or reject the dispute with the reasons.

7.5 In the event that any transaction is canceled or a chargeback claim arises for any reason, the Payment Service Provider shall have the right to claim the value of the transaction from the Merchant/Beneficiary. If sufficient balance is not available, the Payment Service Provider may recover the amount by deducting it from any future payable amounts or by any other lawful means.

7.6 Any financial dispute must be resolved amicably within thirty (30) days from the date of the statement of account, and the charges shall be deemed correct and final if no written objection is submitted within this period.

7.7 The Merchant/Beneficiary shall settle the value of disputed transactions within a period not exceeding thirty (30) days from the date of the claim. In the event of failure to settle such amount, the Payment Service Provider shall have the right to take the necessary legal actions.

7.8 The existence of a dispute shall not relieve the Merchant/Beneficiary from its obligation to pay the applicable fees and amounts due, provided that any excess amount shall be refunded if the final decision is issued in favor of the Merchant/Beneficiary.

7.9 The Parties acknowledge that the timeframes for providing information or documentation relating to transactions, financial disputes, or chargebacks are subject to the timelines approved by payment networks, the issuing bank, and relevant regulatory authorities. None of the Parties shall have the authority to amend, extend, or override such timeframes, and each Party shall comply with them within the scope of its responsibilities.

Article (8): Funds Hold and Transaction Errors

8.1 Funds Hold

The Payment Service Provider shall have the right to withhold or suspend the settlement of any amounts or reject, cancel, or offset any transaction in the following cases:

• Upon the execution or request of a refund transaction.

• Where the Payment Service Provider reasonably determines that postponing settlement is necessary to avoid potential losses, including but not limited to unusual increases in refunds or chargebacks associated with the Merchant or suspected fraudulent transactions.

• In the event of a breach by the Merchant/Beneficiary of these Terms and Conditions.

• If a transaction appears to be incorrect, suspicious, or unusual.

• If the Merchant/Beneficiary is assessed as presenting a high credit risk.

• Where additional information is required to comply with Anti-Money Laundering requirements or other applicable regulations.

The Merchant/Beneficiary shall be notified of the rejection or suspension of any payment transaction together with the objective reasons for such action, to the extent permitted by applicable laws and regulations.

8.2 Transaction Errors

8.2.1 The Second Party shall notify the Platform of any transaction errors within a period not exceeding thirty (30) days from the date the transaction was executed. The Platform shall then notify the Payment Service Provider to take the appropriate action.

8.2.2 If the error is reported within the specified period, the Payment Service Provider shall correct the error, and the Party responsible for the error shall bear any resulting losses.

Article (9): Chargeback Fees

9.1 The Merchant/Beneficiary shall bear the fees arising from any lost chargeback claim in the amount of two hundred (200) Saudi Riyals for each chargeback. These fees shall apply in the following cases:

• The Merchant/Beneficiary breaches any of the instructions or obligations set forth in these Terms and Conditions, resulting in a lost chargeback claim.

• A dispute arises between the Merchant/Beneficiary and the customer that results in a lost chargeback relating to a payment transaction.

• Failure to provide a response or sufficient supporting documentation within three (3) Business Days from the date of receiving the information request.

• The Cardholder claims that the transaction was unauthorized.

• The issuing bank accepts a dispute relating to the transaction, quantity, delivery of goods, or the quality of the product or service.

• The Merchant/Beneficiary violates any applicable laws or these Terms and Conditions, resulting in a lost chargeback claim.

In the event that a lost chargeback becomes payable by the Merchant/Beneficiary and there is insufficient balance in its account to cover the chargeback amount and the associated fees, the Payment Service Provider shall have the right to recover such amounts from the Platform, without prejudice to the Platform’s right to recover such amounts from the Merchant/Beneficiary.

Article (10): Acceptance of Payments from Outside the Kingdom of Saudi Arabia

10.1 If the Merchant/Beneficiary wishes to enable the acceptance of payments from outside the Kingdom of Saudi Arabia (including GCC countries or any other jurisdictions), it shall submit a formal request to the Platform specifying the scope of activation required, the target countries, and the reasons for such request.

10.2 The Platform shall conduct an initial review of the request and verify the completeness of the required information and documentation, after which the request shall be submitted to the Payment Service Provider for consideration.

10.3 The request shall be subject to assessment and review by the Payment Service Provider based on a risk-based approach and in accordance with risk management and compliance requirements. The Payment Service Provider may approve, reject, or impose restrictions on the request (including limiting activation to specific countries or operational thresholds) at its discretion based on the jurisdictions from which payments are intended to be received.

10.4 The Merchant/Beneficiary acknowledges that the acceptance of payments from prohibited, high-risk, or internationally or regionally sanctioned countries shall not be permitted. The Payment Service Provider reserves the right to update the list of permitted or restricted countries in accordance with applicable laws, regulations, and payment network requirements.

10.5 The Merchant/Beneficiary shall provide the Platform with the required information and documentation, including but not limited to:

• The reason for requesting to receive payments from outside the Kingdom.

• The nature of the goods or services provided.

• An estimate of the expected amounts to be received during a specified period (based on historical sales and/or reasonable projections).

• Identification of the countries from which payments are intended to be received.

10.6 The activation of receiving payments from outside the Kingdom may be subject to additional fees as notified to the Merchant/Beneficiary through the Platform.

10.7 If the request is approved, the Merchant/Beneficiary’s account shall be subject to monitoring and supervision by the Payment Service Provider, including the review of transaction volumes, values, and risk indicators.

Article (11): Notices and Suspension of Service

11.1 The Platform may temporarily suspend, restrict, or terminate the service in the event of a breach of these Terms and Conditions or failure to meet regulatory or operational requirements, provided that the Merchant/Beneficiary is notified of the suspension and the reasons for it, together with the required remedial actions.

11.2 The Payment Service Provider may temporarily suspend the service in the event that the account remains inactive for a period of ninety (90) days. The Merchant/Beneficiary may request reactivation upon demonstrating that the inactivity is due to the nature of its business.

11.3 The Platform may suspend or restrict the acceptance of payments where necessary for compliance purposes, risk management considerations, or pursuant to requirements imposed by payment service providers or relevant regulatory authorities.

11.4 The Platform may temporarily suspend the service in the event of suspected fraudulent activities or an unusual recurrence of chargeback claims.

11.5 The Platform may temporarily suspend the service upon request from a competent judicial or enforcement authority.

11.6 Periodic maintenance or updates may be carried out to improve the quality and security of the service. In the event of scheduled downtime, the Platform shall be notified in advance at least five (5) Business Days prior to the interruption, and the Platform shall notify the Merchant/Beneficiary through the available communication channels.

11.7 Where the Platform reasonably believes that the Merchant/Beneficiary has breached its obligations under these Terms and Conditions—including but not limited to offering or selling goods or services in violation of applicable laws or regulations, or engaging in activities that may pose a risk to the systems, operations, or reputation of the Platform or the Payment Service Provider—the Platform may temporarily suspend the account or restrict the services. The Merchant/Beneficiary shall be notified of the reasons for such suspension and granted a reasonable period to remedy the situation. If the breach is not remedied within the specified period, the Platform may take appropriate action, including maintaining the suspension or terminating the contractual relationship.

Article (12): Termination

12.1 The Merchant/Beneficiary may withdraw from completing the contractual relationship within ten (10) Business Days. In such case, the Merchant/Beneficiary may request the Platform to refund any administrative fees charged at the time of contracting, excluding any fees related to payment services that have already been provided to the Merchant.

12.2 The Merchant/Beneficiary may terminate this Agreement at any time by providing written notice to the Platform at least thirty (30) days in advance, provided that the Merchant/Beneficiary settles all outstanding fees and amounts due up to the effective date of termination.

12.3 Either Party may terminate this Agreement immediately by written notice in the event of a material breach by the other Party of any of its terms.

12.4 The Platform and the Payment Service Provider may terminate the contractual relationship immediately upon official notice if they receive a notification or order from a competent judicial, enforcement, or regulatory authority, or where there are reasonable grounds relating to fraud risk, operational risk, compliance requirements, or risks that may affect the integrity of the Platform, its systems, or its users.

Article (13): Liability and Indemnification

13.1 The Platform and the Payment Service Provider shall each, within the scope of their respective responsibilities, deal with the Merchant/Beneficiary with transparency and professionalism and shall address any cases requiring correction or remediation in accordance with applicable laws and regulations. In the event of any error arising from either party during the provision of services within its scope of responsibility, the relevant party shall take appropriate corrective actions within a reasonable period.

13.2 Each Party shall perform its obligations with reasonable professional care within the scope of its respective responsibilities.

13.3 No Party shall be liable for damages arising from circumstances beyond its control, including general technical failures in networks or systems, or the actions or interference of third parties beyond its control.

13.4 The Merchant/Beneficiary shall indemnify and hold harmless the First Party from any claims, actions, losses, damages, fines, costs, or expenses (including reasonable legal fees) arising out of or relating to claims made by end customers or other relevant parties due to the goods or services provided by the Merchant/Beneficiary. This includes, without limitation, matters relating to quality, safety, delivery, warranties, product descriptions, cancellations, refunds, unlawful use of the service, engagement in prohibited activities, or the provision of inaccurate or misleading information.

13.5 The First Party shall compensate the Merchant/Beneficiary for direct losses proven to arise from material failures in its systems within its control, errors in processing or settlement attributable to it, or breaches of its obligations relating to confidentiality and data protection, to the extent that such losses are proven to result from its fault or negligence.
The First Party shall not be liable for any indirect or consequential losses, including loss of profits or data, nor for damages arising from circumstances beyond its control, including but not limited to force majeure events or failures arising from third-party systems or services.

13.6 The Payment Service Provider shall not be liable for any compensation unless the damage results from gross negligence or willful misconduct on its part. In such cases, liability shall be limited to direct damages only, in accordance with applicable laws and regulations. This includes, without limitation, errors arising from payment processing, settlement operations, or the execution of payment services provided by the Payment Service Provider under these Terms and Conditions.

13.7 The provisions of this Article shall survive the expiration or termination of the services for any reason.

Article (14): Disputes and Jurisdiction

14.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.

14.2 In the event of any dispute between the Parties, the Parties shall first attempt to resolve the dispute amicably through negotiation before taking any legal action, within a period of sixty (60) Business Days from the date on which the affected party notifies the other party of the dispute.

14.3 If no amicable resolution is reached within the period mentioned above, the affected party may take the appropriate action and refer the dispute to the competent authority in the Kingdom of Saudi Arabia in the city of Riyadh.

Article (15): Force Majeure

15.1 In the event of a force majeure event affecting the ability of any Party to perform its obligations, the affected Party shall immediately notify the other Party of the occurrence of such event, specifying its nature, commencement date, expected duration, and the extent to which it affects the performance of its obligations.

15.2 The affected Party shall exercise reasonable care and take all possible measures to mitigate the effects of the force majeure event and remedy the inability to perform its obligations to the extent possible. If the affected Party is unable to perform its obligations in whole or in part due to the continuation of the force majeure event, the affected obligations shall be suspended for the duration of the event without constituting a breach of contract, provided that such suspension shall not exceed thirty (30) Business Days.

15.3 If the force majeure event continues for more than thirty (30) consecutive Business Days without resolution, either Party may terminate this Agreement by providing written notice to the other Party.

Article (16): Settlement and Payment Methods

16.1 The Merchant/Beneficiary’s dues shall be settled after deducting the agreed fees and applicable Value Added Tax (VAT), if any, for each successful transaction executed through the Platform.

16.2 The Payment Service Provider shall transfer the net value of the payable transactions to the registered bank account of the Merchant/Beneficiary within seven (7) Business Days from the date the balance reaches an amount of one hundred (100) Saudi Riyals or more, unless there is a regulatory or operational reason requiring the transfer to be delayed.

16.3 The Merchant/Beneficiary shall be responsible for the accuracy and completeness of its registered bank account details for settlement purposes. Any delay resulting from incorrect or incomplete information or failure to meet service requirements shall be borne by the Merchant/Beneficiary, unless such delay results from an error by the Platform or the Payment Service Provider in entering or processing the information.

16.4 The Parties agree that the net amounts due to the Merchant/Beneficiary shall be settled on three (3) specified Business Days each week, namely Sunday, Tuesday, and Thursday, in accordance with the operational mechanisms and procedures adopted by the First Party.

16.5 The Merchant/Beneficiary may request an expedited transfer of its dues prior to the standard settlement period, in which case the Payment Service Provider may apply additional fees.

16.6 The Platform may review and amend the service fees based on the periodic evaluation of the Merchant/Beneficiary’s activity, provided that written notice is given at least thirty (30) days prior to the effective date of the amendment. Continued use of the service by the Merchant/Beneficiary after the notice period shall constitute acceptance of the amendment.

16.7 The Merchant/Beneficiary shall review its transactions and notify the Platform within thirty (30) Business Days from the transaction date of any error or objection. The Platform shall then refer such notification to the Payment Service Provider to take the necessary action. Failure to submit such notification within this period shall render the transaction final and deemed correct.

16.8 In the event that the transaction amount is debited from the Cardholder’s account without the delivery of goods or provision of services, the Merchant/Beneficiary shall take one of the following actions with respect to the incomplete transaction:

• Re-credit the amount to the payment instrument holder through its system; or

• Submit a request to the relevant payment processing entity to complete the refund procedures in accordance with the approved mechanisms.

Article (17): General Provisions

17.1 If any provision of these Terms and Conditions becomes invalid or unenforceable, such invalidity shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

17.2 These Terms and Conditions shall not constitute a partnership, representation, agency, or fiduciary relationship between the Parties. Each Party shall retain its independent legal status and shall remain solely responsible for its obligations under the contractual relationship.

17.3 These Terms and Conditions are available in both Arabic and English. In the event of any discrepancy between the two versions, the Arabic version shall prevail.

17.4 These Terms and Conditions govern payment services provided through the Platform without prejudice to any related agreements or appendices. No agreement relating to any of the Parties shall be valid or binding unless executed in the form of a signed addendum between the relevant Parties.

17.5 The Merchant/Beneficiary shall not use the service for any unlawful purpose or in a manner that infringes intellectual property rights or violates any applicable laws or regulations. In the event of unlawful use of the service, the affected Party shall have the right to take the necessary legal actions to prevent or remedy such harm.

17.6 Each Party shall comply with all applicable laws, regulations, and rules and shall bear full responsibility for any failure to comply with them.

17.7 The Merchant/Beneficiary may not assign, transfer, or delegate any of its rights or obligations arising under these Terms and Conditions to any third party without the prior written consent of the Platform. Any assignment made without such consent shall be deemed null and void against the Platform, and the Platform shall have the right to terminate the contractual relationship and claim compensation for any damages arising from such assignment.

17.8 The Platform may update or amend these Terms and Conditions from time to time, provided that the Merchant/Beneficiary is notified of such amendments at least thirty (30) days prior to their effective date through the communication channels specified in the Agreement or through the electronic channels available via the Platform.

17.9 The Merchant/Beneficiary may object to the amendments during the notice period through the Platform’s approved communication channels. If no objection is raised and the Merchant/Beneficiary continues to use the Platform or the payment services after the amendments take effect, such continued use shall constitute acceptance and agreement to the amendments. Such updates may include, without limitation, amendments required by payment service providers, regulatory authorities, operational developments, or technological updates relating to the services.

17.10 Email shall be the official and recognized communication channel between the Platform and the Merchant/Beneficiary. This includes all notifications, correspondence, requests, approvals, updates, claims, and any matters related to the services or the performance of obligations. Any correspondence sent from or to the registered email addresses of the Platform or the Merchant/Beneficiary shall be deemed received upon sending unless the sender receives a delivery failure notice. Such correspondence shall be considered an official notice with full legal effect.

Article (18): Technical Support

The Platform shall provide technical support services, receive inquiries, and handle complaints in accordance with its approved policies and procedures, in a fair manner and within a reasonable timeframe. The Platform shall provide such support through the communication channels specified in the agreement executed with the Merchant/Beneficiary.