TERMS AND CONDITIONS – PAYMENT FACILITY

 

1.            INTRODUCTION

1.1.        This document sets forth the terms and conditions (“Terms and Conditions” or “Terms”) under which DUBAI TRADE FZE, a company organized and existing under the laws of the United Arab Emirates (“Dubai Trade”, “We”, “Us” or “Our”) provides an online electronic payment facility (“Payment Facility”) which facilitates payments to entities that provide You products and services.

1.2.        “You” and “Your” refer to a legal person, or its authorised representatives, or employees who may undertake payment transactions that shall be facilitated by the Payment Facility.

1.3.        “Service Provider” refers to a legal person that uses Dubai Trade’s services to accept payments from You for their products and services.

1.4.        You must read, agree with, and accept these Terms and Conditions before completing the payment transaction facilitated by the Payment Facility. These Terms and Conditions comprise a contract between You and Dubai Trade. Dubai Trade may amend these Terms at any time, and the amended version will be provided to You while completing any transaction facilitated by the Payment Facility.

 

2.            SCOPE OF THE PAYMENT FACILITY

2.1.        The Payment Facility only facilitates payment transactions, enabling You to pay for the products, fees and or other charges which are charged to You by the Service Providers.

2.2.        The Payment Facility is not: (a) designed for making purchases of products or services; or (b) intended to be used as a payment instrument; or (c) a payment processor, and only facilitates Your payments as an intermediary.

 

3.            RELATIONSHIP BETWEEN YOU AND DUBAI TRADE

3.1.        The Payment Facility enables Your payments to various Service Providers through various payment processors and acts as an intermediary in online payment transactions. The acceptance of various payment methods is governed by a separate arrangement between Dubai Trade and the Service Provider. Dubai Trade is not a party to the underlying transactions between You and the Service Providers.

3.2.        The role of Dubai Trade in facilitating payments from You to Your Service Provider is limited to collecting the funds associated with the payment transactions initiated through the Payment Facility on behalf of the Service Provider and settling these funds to the Service Provider. In doing so, Dubai Trade contracts with payment processors and merchant acquirers. Dubai Trade disclaims any liability to You regarding the safekeeping of these funds once Dubai Trade receives the funds in its settlement account. Dubai Trade's accountability in this regard is solely to the Service Provider.

3.3.        Dubai Trade does not have control over, or assume liability for, the products and services provided by Your Service Providers. The Payment Facility only enables Your Service Providers to accept various payment methods from You by using payment processors, acquiring banks, and other financial service providers' facilities. The completion of any payment transaction is dependent on various factors and participants and the Payment Facility cannot guarantee the successful completion of any payment transaction facilitated by the Payment Facility. As such, any disputes regarding the payment transaction, including Pre-Authorised Recurring Transactions (as defined below) shall be raised to Your Service Provider, bank or credit card company directly, and Dubai Trade shall not be responsible for resolving any disputes or complaints with regard to the payment transaction.

3.4.        You understand, acknowledge and agree that the responsibility for all the products and services, as well as any disputes or issues arising from them, lies with the respective Service Provider and shall under no event be the responsibility of Dubai Trade.

 

4.            USE OF THE PAYMENT FACILITY

4.1.        You agree to use the Payment Facility solely for lawful purposes and in accordance with these Terms and Conditions. You shall not use the facility for any fraudulent or illegal activities.

4.2.        During a payment transaction which is facilitated by the Payment Facility, You agree not to:

4.2.1.    carry out any activity:

a)    which would be in contravention of the laws, regulations, and rules of any authority that apply to Dubai Trade and to You, as enacted, replaced, or amended from time to time (“Applicable Law(s)”);

b)    in preparation, furtherance, or commission of money laundering, terrorist financing, proliferation financing, bribery, and corruption;

c)    to assist a person or legal entity subject to economic sanctions or designated as a terrorist person or organization by a competent authority in using the Payment Facility;

d)    which may disrupt or tamper with Dubai Trade’s servers in ways that could harm the Payment Facility, place an undue burden on Dubai Trade’s servers through automated means, or access the Payment Facility in ways that exceed Your authorization; or

e)     which may impact the reputation of Dubai Trade;

4.2.2.    upload or distribute by any means any material or files that contain any viruses or any other harmful software;

4.2.3.    provide false, inaccurate, or misleading information to Dubai Trade;

4.2.4.    use funds that Dubai Trade reasonably believes are obtained by fraudulent means, for any payment transaction being facilitated by the Payment Facility;

4.2.5.    refuse to cooperate in an investigation or provide confirmation of Your identity or any personal information You have provided to Dubai Trade or Service Provider, if so required under Applicable Law or by any competent authorities;

4.2.6.    take any action that imposes an unreasonably or disproportionately large load on Dubai Trade’s infrastructure; or

4.2.7.    take any action that may cause Dubai Trade to lose any of the services from internet service providers, payment processors, or other suppliers or service providers.

4.3.        The payment methods through which payments can be made on the Payment Facility will depend on the agreement between the Service Provider and Dubai Trade. Service Providers are obligated to disclose the accepted payment methods on their websites/platforms. Dubai Trade is not liable for any loss or damage arising from the failure of Service Providers to make such disclosures or from any issues related to the use of the disclosed payment methods.

4.4.        When You initiate a payment transaction to a Service Provider which is facilitated by the Payment Facility, You will be required to provide certain details (such as Your credit/debit card number or any other details as We may request) (“Payment Details”) for the purpose of completing the desired transaction. If You provide such Payment Details, You agree that You do so voluntarily.

4.5.        The Service Provider may permit you to enter into Pre-Authorised Recurring Transactions. For the purposes of these Terms, Pre-Authorised Recurring Transactions means “a transaction where You have pre-authorised the Service Provider to debit from Your relevant account at agreed intervals or on agreed dates for goods and services that are to be delivered or performed by you in the future without Dubai Trade, the Service Provider and/or any other third-parties involved in completing the transaction having to obtain approval from You each time your account is debited.”

4.6.        If You enter into a Pre-Authorised Recurring Transaction, You shall do so at Your own risk and liability. You agree and understand that any such Pre-Authorised Recurring Transaction is entered between you and the Service Provider and Dubai Trades relationship with You remains as set out in Section 3 of these Terms. You agree and understand that You have given or shall give the Service Provider consent to debit Your account at agreed intervals or on agreed dates.

4.7.        The Payment Details You provide must be true and accurate to the best of Your knowledge, information, and belief. Dubai Trade does not bear any liability for the consequences if You provide false or incorrect Payment Details.

4.8.        You may be charged a fee by third parties such as banks or payment processors for making payments which are facilitated by the Payment Facility. Dubai Trade is not responsible for identifying or notifying You of any fees imposed by such parties. Dubai Trade does not charge any fees from You for making payments which are facilitated by the Payment Facility.

4.9.        By providing the Payment Details, You represent and warrant that:

4.9.1.    You are legally entitled to use the mode of payment to which the Payment Details relate; and

4.9.2.    the mode of payment through which You attempt to make a payment which is facilitated by the Payment Facility has sufficient funds to permit the proposed transaction, including any Pre-Authorised Recurring Transactions. Dubai Trade bears no liability for transactions that are cancelled on account of insufficient funds in Your mode of payment.

4.10.     By using the Payment Facility, You may be redirected to third-party pages (such as Your bank’s or payment processor’s page). You may be subject to those third-party websites’ terms and conditions and other policies. As far as the Applicable Law permits, Dubai Trade makes no representation or guarantees as to the accuracy or authenticity of the information contained in any such third-party websites, and Your access to and/or use of any other websites is, as far as permissible by Applicable Law, completely at Your own risk and Dubai Trade disclaims all liability thereto.

4.11.     Dubai Trade endeavours to implement reasonable measures to secure the payment process but does not warrant that the Payment Facility will be uninterrupted, timely, secure, or error-free. To the fullest extent permitted by Applicable Law, Dubai Trade disclaims all conditions, warranties and representations, expressed or implied by Applicable Law or otherwise, in relation to the Payment Facility.

 

5.            COLLECTION AND PROCESSING OF YOUR INFORMATION

5.1.        You agree that all information provided by You during a payment transaction that is facilitated by the Payment Facility will be governed in accordance with the terms of Dubai Trade’s Privacy Notice (available at this link).

5.2.        By undertaking a payment transaction which is facilitated by the Payment Facility, You hereby give Dubai Trade Your express and unequivocal consent for the collection of information (including the Payment Details) from You. Should You choose not to provide this information to Dubai Trade, You can withdraw Your consent at any time by emailing Dubai Trade at customercare@dubaitrade.ae.

 

6.            SECURITY

6.1.        Dubai Trade uses all reasonable endeavours to ensure the integrity of the Payment Facility’s security. Despite Dubai Trade’s endeavours, breaches of security and confidentiality could occur. We will make reasonable efforts to inform the Service Provider of such incidents. You acknowledge that Dubai Trade is not liable for any loss suffered by You as a result of any security breaches.

6.2.        Service Providers are responsible for maintaining the security of their systems and websites. Service Providers must ensure compliance with all security standards and protocols as specified in their agreements with Dubai Trade. Dubai Trade is not liable for any loss suffered by You as a result of any security issues on the Service Provider’s or any third party’s systems.

 

7.            REFUNDS OR DISPUTES

7.1.        Any request for a refund related to a transaction facilitated by the Payment Facility must be directed to the Service Provider directly from whom the product or service was purchased. Dubai Trade is not responsible for processing refunds. The Service Provider's refund policy will apply to any refunds processed.

7.2.        In the event of any disputes related to transactions, including Pre-Authorised Recurring Transactions, facilitated by the Payment Facility, please contact the Service Provider to resolve the issue. Service Providers are responsible for handling all refunds, chargebacks, and disputes related to transactions, including Pre-Authorised Recurring Transactions, facilitated by the Payment Facility. Service Providers are required to comply with Applicable Laws and regulations related to refunds, chargebacks, and disputes, as well as any terms and conditions specified in their agreements with Dubai Trade.

7.3.        Dubai Trade shall not be liable for any losses, damages, costs, or expenses arising from refunds, chargebacks, or disputes related to transactions facilitated by the Payment Facility. You acknowledge that all risks related to refunds, chargebacks, and disputes are borne by You and the Service Provider.

 

8.            EXCLUSION OF WARRANTIES AND IMPLIED TERMS

8.1.        EXCEPT WHERE EXPRESSLY PROVIDED FOR OTHERWISE, THE PAYMENT FACILITY IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. DUBAI TRADE, ON ITS OWN BEHALF AND ITS SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO PAYMENT FACILITY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.

8.2.        WITHOUT LIMITING THE GENERALITY OF THE ABOVE, DUBAI TRADE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PAYMENT FACILITY WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE PAYMENT FACILITY.

8.3.        DUBAI TRADE DOES NOT HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES, THE PAYMENTS FOR WHICH ARE FACILITATED BY THE PAYMENT FACILITY AND DUBAI TRADE CANNOT ENSURE THAT A SERVICE PROVIDER WITH WHOM YOU DEAL WILL ACTUALLY COMPLETE THE TRANSACTION AS AUTHORIZED TO DO SO. DUBAI TRADE DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE PAYMENT FACILITY, AND OPERATION OF THE PAYMENT FACILITY MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF DUBAI TRADE'S CONTROL. DUBAI TRADE WILL MAKE REASONABLE EFFORTS TO ENSURE THAT REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING BANK ACCOUNTS, CREDIT CARDS, AND OTHER PAYMENT METHODS ARE PROCESSED IN A TIMELY MANNER, BUT DUBAI TRADE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING. YOU ACKNOWLEDGE THAT THE PAYMENT FACILITY IS DEPENDENT ON MANY FACTORS OUTSIDE OF DUBAI TRADE'S CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM.

8.4.        YOU WARRANT THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION MADE BY DUBAI TRADE WHICH HAS NOT BEEN STATED EXPRESSLY IN THESE TERMS AND CONDITIONS OR UPON ANY DESCRIPTIONS, ILLUSTRATIONS, OR SPECIFICATIONS CONTAINED IN ANY DOCUMENT INCLUDING ANY CATALOGUES OR PUBLICITY MATERIAL PRODUCED BY DUBAI TRADE OR SERVICE PROVIDERS.

 

9.            LIMITATION OF LIABILITY AND INDEMNIFICATION

9.1.        To the fullest extent permitted by Applicable Law, Dubai Trade, its subsidiaries, affiliates, officers, directors, employees, agents, suppliers, or licensors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, loss of profit, use, goodwill, or other intangible losses, resulting from or in relation to the use of the Payment Facility, including any delay, disruption, or defects in the Payment Facility or any other circumstances described in the Terms set out herein. You acknowledge that You assume all the risks involved in using the Payment Facility.

9.2.        You agree to indemnify and hold Dubai Trade, its directors, officers, affiliates, employees and agents harmless from and against any and all claims, demands, actions, losses, damages, assessments, charges, third party liabilities, costs and expenses which may arise as a result of Your use or misuse of the Payment Facility or any violation of these Terms and Conditions.

9.3.        Notwithstanding anything stated under these Terms and Conditions, the aggregate liability of Dubai Trade to You or Your representatives arising from any cause whatsoever in connection with the Payment Facility, shall in no event exceed the total amount of charges earned by Dubai Trade under the specific transaction giving rise to the claim.

 

10.          MISCELLANEOUS PROVISIONS

10.1.     Governing Law. These Terms are governed by the laws, rules, regulations or directives and orders of any governmental authority, board, or a court, in force at the relevant time in the United Arab Emirates (“UAE”).

10.2.     Dispute resolution. In case of any disputes in relation to these Terms and Conditions, You agree to submit to the exclusive jurisdiction of the courts in the Emirate of Dubai, UAE (excluding the DIFC courts).

10.3.     No relationship. Dubai Trade and You are intended to remain independent parties. Nothing under these Terms and Conditions shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture between Dubai Trade and You.

10.4.     No assignment. You shall not assign or transfer any right or obligation that has accrued to You under these Terms and Conditions, and any attempt by You to assign or transfer such rights and obligations shall be null and void. Dubai Trade may assign or transfer any right or obligations that accrued to Dubai Trade pursuant to these Terms and Conditions to any person as Dubai Trade sees fit, at Dubai Trade’s sole discretion, without any restriction.

10.5.     No waiver. No waiver of any Term of these Terms and Conditions shall be deemed a further or continuing waiver of such Term or any other Term, and any failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such Term.

10.6.     Amendments. We reserve the right to amend, replace or supplement any provision under these Terms at any time at Our sole discretion.

10.7.     Severability. If any part of these Terms and Conditions shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms and Conditions, which shall remain in full force and effect. If any provision or part-provision of these Terms and Conditions is, or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Section shall not affect the validity and enforceability of the rest of these Terms and Conditions.

10.8.     Force majeure. Should You or Dubai Trade be prevented or hindered from performing any of its obligations under the provisions of these Terms, or any part thereof, owing to Events of Force Majeure (as defined hereinbelow), then the timelines set out for the performance of such obligation shall be extended by a period reasonably agreed in writing by the parties taking into consideration the causes of the Events of Force Majeure and the importance of the timely completion of the obligations. The “Events of Force Majeure” under these Terms shall mean and be limited to fire, flood, declared war, acts of God, or any other event outside of the performing party’s reasonable control that is not the fault of the party whose performance is excused and any government action which prevents a party from performing any obligations set out hereinbelow. The party who is affected by the Events of Force Majeure shall notify the other party as soon as reasonably practical after becoming aware of any of the Events of Force Majeure which prevents or hinders its performance of any obligations set out in these Terms and detail the existence, nature and commencement date of the said Event of Force Majeure and shall, where practicable, notify the other party of the estimated extent of the delay likely to be occasioned by the said event.

 

***