Terms and Conditions

API
Application Programming Interfaces enabling access to Payd's services.

Applicable Law
The federal laws of the UAE relevant to your operations.

Acquirer/Bank
Financial institutions that process payments between Payd and card issuers on merchants' behalf.

Acquiring Partner / Payment Processing Partner
Any acquirer, payment processor, payment service provider, financial institution, Card Scheme, or other third-party provider used by Payd in connection with the Services.

Business Day / Working Day
A Working Day on which banks and financial institutions are open for business in the United Arab Emirates (excluding weekends and public holidays).

Chargeback
A disputed transaction reversal processed through card networks according to their dispute regulations.

Chargeback Amount
Any amount arising from a chargeback, reversal, retrieval request, dispute, refund, adjustment, fine, penalty, administrative fee, or other transaction-related amount imposed on or recovered from Payd by a Card Scheme, Acquirer, payment processor, issuing bank, or other authorized financial institution.

Cardholder
The authorized user of a valid payment card making purchases from you.

Card Associations/Schemes
Payment networks (Visa, Mastercard, etc.) that govern card transactions.

Card Association Rules
The operating regulations and policies established by payment networks.

Customer
Any individual or entity purchasing your goods/services through Payd.

EID
Your valid Emirates Identification Document.

Fees/Charges
Agreed service costs as outlined in your proposal form.

Gateway
Payd's secure payment processing platform connecting merchants to banks.

Settlement Period
The timeframe for receiving transaction funds after deducting refunds, chargebacks, and fees.

Rolling Reserve
A Reserve, where applicable and as agreed with or notified to the Merchant, maintained from settlement amounts to cover actual or potential chargebacks, refunds, reversals, disputes, fines, penalties, fees, losses, or other amounts that may become payable in connection with the Merchant's transactions.

Registered
Any properly licensed and compliant business entity.

Refund
Return of payment to a customer's original payment method.

Representative
Your authorized personnel with account access privileges.

Reserve
Any amount withheld, retained, or otherwise restricted from settlement amounts to cover actual or potential chargebacks, refunds, reversals, disputes, fines, penalties, fees, losses, or other amounts that may become payable in connection with the Merchant's use of the Services.

UAE
Primary operational jurisdiction for Payd services.

1. Account Onboarding & Eligibility

2. Authorized Representatives

2.1 Age Restrictions

Minimum age requirement: 21 years old to use Payd services.

2.2 Representative Authority

For registered entities (LLCs, charities, etc.), your Representative must have legal authority to:

• Provide business information
• Enter binding agreements on your behalf

We may request documentation verifying Representative authority.

2.3 Sole Proprietorships

Representatives share full responsibility for:

• All service usage
• Customer obligations
• Financial liabilities under this Agreement

2.4 Representative Liability

All Representatives are personally accountable for compliance, assume the same obligations as the merchant, and remain bound by this Agreement's terms.

3. KYC & Compliance Verification

3.1 Ongoing Screening Requirements

Payd may request additional documentation at any time during your use of our services, including but not limited to:

• Valid trade license
• Government-issued identification (e.g., passport, Emirates ID)
• Beneficial ownership (UBO) disclosure
• Business verification documents

This process ensures compliance with Anti-Money Laundering (AML) and Countering Financing of Terrorism (CFT) regulations under UAE Central Bank laws.

3.2 Payment Processing Verification

If using Payd Payment Processing Services, you may be required to submit:

• Bank statements
• Stamped account confirmation letters
• Transaction invoices for validation

3.3 Consequences of Non-Compliance

Failure to provide requested documentation may result in:

• Account suspension
• Termination of services
• Settlement hold

3.4 Third-Party Data Authorization

You authorize Payd to:

• Obtain and verify your information from credit bureaus, government agencies, and other third-party sources.
• Use collected data (including name, address, credit history) for risk assessment and fraud prevention.
• Update records regularly to maintain compliance with underwriting and risk policies.

3.5 Risk Assessment & Monitoring

Payd may conduct ongoing risk-based monitoring of the Merchant, its transactions, business activities, ownership, counterparties, and payment behavior.

Payd may adjust the Merchant's risk classification and may impose reasonable risk controls, including transaction limits, payment-method restrictions, enhanced monitoring, additional documentation requirements, settlement holds, Reserve requirements, or temporary suspension of Services.

Where permitted by applicable law and the Merchant Agreement, Payd may restrict or terminate the Merchant's account where the Merchant presents an unacceptable legal, regulatory, financial, fraud, sanctions, AML/CFT, chargeback, operational, or payment-system risk.

4. Account Information & Compliance

4.1 Information Accuracy & Updates

You must ensure all Payd account and business details remain current, including:

• Company activities and operations
• Authorized Representatives
• Beneficial owners (UBOs) and key principals
• Any material changes affecting your business

Notification Requirement: Report significant changes within 3 business days, including:

• Bankruptcy/insolvency proceedings
• Material financial deterioration
• Business liquidation plans
• Transfer/sale of ≥25% of assets
• Changes in ownership/management
• Legal judgments affecting ≥25% of assets

The Merchant must also notify Payd promptly of any material change to its business activities, ownership, management, website, products or services, transaction profile, settlement account, or other information provided during onboarding where such change may affect the Merchant's eligibility, risk assessment, regulatory status, or approval to use the Services.

4.2 Compliance & Authorizations

You warrant that:

• Your business is legally registered and operational under applicable laws
• You maintain all required licenses/permits to perform under this Agreement
• You have full authority to enter into transactions via Payd
• All transactions processed through Payd must:
  • Match the declared purpose in your service application
  • Align strictly with your licensed business activities

4.3 Card Association Rules

You must:

• Adhere to all card network security standards (Visa/Mastercard/Amex)
• Protect transaction data per PCI DSS requirements
• Comply with ongoing operating regulations

4.4 Audit & Verification Rights

Payd may at any time:

• Request updated documentation (licenses, financials, IDs)
• Reverify your business information
• Suspend services for non-compliance

4.5 Usage Restrictions

Payd services are exclusively for your own business transactions and legally authorized commercial activities.

Prohibited: Unlicensed/unregistered operations.

Consequences of Non-Compliance: Immediate account suspension, contract termination, and reporting to regulatory authorities.

1. Permitted Use of Services

You may only use Payd's services for legitimate business transactions with your customers. Payd is not responsible for:

• The products/services you sell
• How donations are used (if applicable)
• Any customer disputes regarding transactions

2. Merchant Responsibilities

You are solely accountable for:

• Product/service quality and fulfillment
• Shipping, returns, refunds, and customer support
• Verifying all transactions before processing

3. Transaction Verification

You must:

• Review all transactions for accuracy
• Investigate suspicious activity (e.g., unusually large orders, international delivery requests)
• Contact customers directly to confirm questionable transactions

Example: If a customer accidentally orders the wrong item, you must resolve this before fulfillment.

4. Liability

You bear full responsibility for:

• Fraudulent or erroneous transactions
• Financial losses from unverified transactions
• Compliance with all applicable laws

Payd provides payment processing tools but does not:

• Validate your business transactions
• Guarantee transaction legitimacy
• Assume liability for customer disputes

1. Fee Structure and Payment

• You agree to pay all fees outlined in your Merchant Onboarding Form and this Agreement
• Fees will be charged starting from your account approval date
• Monthly fees will be automatically deducted on the 1st of each month from your Payd account balance

2. Payment Authorization

You authorize Payd to deduct applicable fees, charges, taxes, adjustments, and other amounts properly due under this Agreement or the applicable Merchant Agreement from amounts held or payable to you. If amounts due cannot be recovered from your available balance or settlements, you remain responsible for paying such amounts upon demand. Nothing in this Section limits any rights the Merchant may have under applicable law to raise a bona fide dispute regarding an incorrectly calculated or improperly charged amount.

3. Fee Adjustments

Payd may modify its fees where permitted under the applicable Merchant Agreement, including as a result of changes in Acquiring Partner, payment processor, Card Scheme, regulatory, operational, or other third-party costs.

Payd will provide the Merchant with reasonable prior notice of any material fee change, unless a different period is required or permitted under the applicable Merchant Agreement, applicable law, or the requirements of an Acquiring Partner or Card Scheme.

The revised fees will become effective on the date specified in the applicable notice.

4. Tax Responsibility

• All fees are exclusive of applicable taxes/VAT
• You are responsible for:
  • All tax payments related to transactions
  • Any additional levies or surcharges
• Transaction fees are non-refundable, even for:
  • Refunded transactions
  • Chargebacks
  • Disputed payments

5. Collection Rights

Payd reserves the right to:

• Adjust fees with proper notice
• Collect overdue payments through authorized methods
• Maintain all fee collection rights after contract termination

1. Payd Support Services

We provide comprehensive support for your Payd account through:

• Up-to-date API documentation
• Dedicated support resources on our website
• Self-service help center materials

If you need additional assistance after reviewing these materials, our support team is available to help.

2. Merchant Support Obligations

As a merchant, you are exclusively responsible for:

• All customer service related to your products/services
• Handling transaction inquiries and receipts
• Managing delivery, returns, and refunds
• Resolving any business operation issues

Important: Payd does not provide direct customer support for your business unless specifically agreed in a separate written agreement.

1. Merchant Tax Obligations

You bear full responsibility for:

• Determining applicable taxes on your products/services/donations
• Calculating, collecting, and remitting all required taxes
• Complying with tax reporting requirements for all transactions

2. Tax Withholding & Verification

• We may withhold taxes from payments if:
  • Required by law, or
  • Your tax documentation is incomplete/unverifiable
• Tax-exempt merchants must:
  • Provide valid exemption certificates issued by the FTA
  • Maintain current tax documentation

3. Tax Reporting & Documentation

• You must provide tax information when requested
• We may:
  • Share transaction data with tax authorities as required by law
  • Issue annual payment reports to relevant tax agencies
  • Electronically transmit tax information (at our discretion)

Important Notes:

• All tax calculations are exclusive of our service fees
• You must maintain accurate records of all tax filings
• Payd acts only as a payment processor, not as your tax advisor

1. Merchant Requirements

You represent and warrant that:

• Your business is duly incorporated, organized, and validly existing under applicable law.
• You have the necessary corporate authority to enter into and perform this Agreement.
• You hold all licenses, permits, registrations, approvals, and authorizations required for your business activities and will maintain them throughout the term of this Agreement.

You agree to:

• Comply with all instructions and requirements provided by Payd.
• Comply with applicable Card Scheme, Acquirer, payment processor, and regulatory requirements.
• Submit accurate, complete, genuine, and current information and documentation.
• Provide Payd with information and assistance reasonably required for the operation, verification, monitoring, and compliance of the Services.
• Accept valid payment cards in accordance with applicable Card Scheme Rules and Payd requirements.
• Not impose minimum transaction amounts or prohibited surcharges on card transactions.
• Process each sale accurately and in accordance with the goods or services actually supplied to the customer.

2. Transaction and Account Restrictions

You must:

• Process only genuine transactions relating to goods or services actually provided or intended to be provided to the customer.
• Not submit transactions on behalf of unauthorized third parties.
• Not process transactions using cards belonging to yourself, your directors, shareholders, beneficial owners, employees, or related persons for the purpose of generating artificial transactions or funds.
• Not split a single transaction into multiple transactions for the purpose of avoiding transaction limits, controls, or requirements.
• Accurately describe and represent the goods or services supplied.
• Not engage in any transaction that may damage the integrity, security, reputation, or operation of Payd, an Acquiring Partner, payment processor, Card Scheme, or financial institution.
• Process refunds only to the original payment method, unless otherwise permitted by Payd and applicable rules.

3. Reporting Obligations

The Merchant must:

• Notify Payd in writing within three (3) Business Days of any material change in ownership, beneficial ownership, directors, authorized signatories, business name, registered address, settlement account, or business activities.
• Notify Payd in advance of any material change to the Merchant's approved business activities, website, products, services, payment flows, or transaction profile.
• Report significant legal, regulatory, financial, fraud, security, or reputational incidents that may materially affect the Merchant's use of the Services promptly and, where reasonably practicable, within three (3) Business Days.
• Cooperate with Payd, Acquirers, payment processors, Card Schemes, and competent authorities in relation to transaction disputes, security incidents, fraud investigations, compliance reviews, and regulatory requests.
• Provide information and supporting documentation reasonably requested in relation to transactions, disputes, chargebacks, refunds, or compliance reviews.

4. Recordkeeping & Data Security

• Retain sales records for at least 5 years (or longer if legally required).
• Never store, sell, or misuse cardholder data—only transmit it securely to Payd or authorized parties.
• Destroy data securely after the retention period.
• Do not impose surcharges on card transactions unless legally mandated (must be included in the total).
• Use transaction data solely for validating card payments.
• Issue refunds only to the original card—no cash refunds.

5. Restricted Activities

You may not use Payd services for any prohibited activity or to transact with entities barred by Payd in your operating jurisdiction, including but not limited to:

6. Tokenized Transactions

Where tokenization is used, the Merchant acknowledges that certain tokenized transactions or payment flows may carry different authentication, fraud, or chargeback risks depending on the applicable payment method, Card Scheme, Acquiring Partner, or payment processor.

The Merchant remains responsible for transactions processed through its account in accordance with this Agreement and applicable Card Scheme and Acquiring Partner rules.

Any payment tokens, credentials, or tokenized payment data generated, issued, or controlled by Payd or its payment processing partners remain subject to the ownership, security, and usage rights of the applicable provider and may be disabled or invalidated upon suspension or termination of the Services.

7. Refunds & Reserve

Refunds may be subject to available settlement balances, Reserve requirements, applicable Card Scheme Rules, Acquiring Partner or payment processor requirements, and Payd's applicable refund procedures.

Payd may establish, maintain, increase, reduce, or release a Reserve where reasonably required to cover actual or potential chargebacks, refunds, reversals, disputes, fines, penalties, fees, losses, or other amounts that may become payable in connection with the Merchant's transactions.

Payd may delay, suspend, or withhold settlement where reasonably necessary to comply with applicable law, regulatory requirements, Card Scheme Rules, Acquiring Partner or payment processor requirements, fraud prevention measures, verification requirements, or to protect Payd against actual or potential financial loss.

Where Payd has been debited, charged, required to pay, or otherwise become liable for an amount relating to the Merchant's transactions, Payd may deduct or offset that amount from any current or future settlement or other amount payable to the Merchant, subject to the applicable Merchant Agreement.

Where reasonably practicable, Payd will notify the Merchant of any material settlement hold or deduction and, where permitted, the reason for such action.

8. Prohibited Actions

The Merchant must not:

• Interfere with or attempt to circumvent the rights, rules, security controls, or requirements of any Card Scheme, Acquiring Partner, payment processor, or financial institution.
• Process transactions for itself, its owners, directors, employees, or related persons for the purpose of creating artificial sales or obtaining funds improperly.
• Use Payd Services through unauthorized intermediaries, sub-merchants, agents, or third parties.
• Assign, transfer, resell, or otherwise make the Services available to another person or entity without Payd's prior written approval.
• Attempt to circumvent transaction limits, risk controls, fraud controls, chargeback procedures, or other Payd or payment processing requirements.

9. Account Access

Upon approval, the Merchant may access the Platform to:

• Review transaction and settlement information;
• Access available reports;
• Request or manage Services;
• Contact Payd support; and
• Update account information where such functionality is made available.

The Merchant is responsible for maintaining the confidentiality and security of its account credentials and for all activity conducted through its account, except to the extent resulting from Payd's proven failure to maintain the security of systems under Payd's control.

The Merchant must immediately notify Payd of any suspected unauthorized access, credential compromise, or security incident affecting its account.

Regulatory and Payment Scheme Requirements: The Merchant acknowledges that the Services are subject to applicable law, regulatory requirements, Card Scheme Rules, and the requirements of Payd's Acquiring Partners and payment processors. Where any such mandatory requirement conflicts with a provision of this Agreement, the mandatory requirement will prevail to the extent of the conflict.

1. Website Content & Disclosures

• Display Card Association logos correctly (colors, sizing, etc.) to indicate accepted payment methods, per Card Association guidelines.
• Clearly describe all goods/services offered for sale.
• Publish a return/refund policy with clear terms.
• Provide customer support contact details (email, phone number).
• Display your business's physical address in the UAE.
• State the transaction currency for purchases.
• Disclose any export restrictions (if applicable).
• Define a delivery policy (if applicable) and obtain Payd's approval.
• Show your business location at checkout when presenting payment options.
• Implement a consumer data privacy policy approved by Payd.
• Outline security measures for payment data transmission and comply with PCI DSS requirements when mandated.
• Ensure your displayed business name matches your registered legal entity.

2. Cardholder Transaction Requirements

For online transactions, the Merchant must collect and process only the cardholder and transaction information necessary for the applicable payment method and as required by Payd, the relevant Acquiring Partner, payment processor, and Card Scheme Rules.

The Merchant must not store, retain, transmit, or otherwise handle sensitive authentication data, including CVV/CVC, except where expressly permitted under applicable PCI DSS requirements and the applicable payment processing arrangement.

Where card details are collected through Payd-hosted payment pages, payment links, tokenized services, or other Payd-controlled payment interfaces, the Merchant must not independently collect or store card details unless expressly authorized by Payd.

3. Card Association Branding & Compliance

• Display Card Association branding as specified by Payd or the Bank to indicate a secure checkout.
• Payd may require website modifications to ensure ongoing compliance with Card Association standards.

4. Acknowledgements

You agree that:

1. The Card Association exclusively owns all trademarks and logos.
2. You will not challenge their ownership.
3. The Card Association may revoke your right to use their marks at any time, without notice.

1. Compliance & Legal Obligations

Payd will use reasonable efforts to operate and provide the Services in accordance with applicable laws, regulatory requirements, AML/CFT and KYC requirements, applicable sanctions requirements, applicable data protection requirements, and the requirements of relevant Acquiring Partners and Card Schemes.

Payd will maintain appropriate technical and organizational measures for the security of the Services and payment processing environment, in accordance with applicable requirements and Payd's applicable security policies.

2. Service Commitments

• Payd is fully qualified to deliver services per this Agreement, adhering to industry best practices.
• Payd will use reasonable efforts, expertise, and resources to provide agreed services to the Merchant.

3. Transaction Settlement & Fees

Payd will facilitate settlement of processed transactions in accordance with the applicable Merchant Agreement, applicable Card Scheme Rules, and the requirements of the relevant Acquiring Partner or payment processor.

Amounts payable to the Merchant may be reduced by:

• Applicable Payd and Acquiring Partner fees
• Refunds;
• Chargebacks and reversals;
• Fines, penalties, and administrative charges properly imposed in connection with the Merchant's transactions;
• Applicable taxes;
• Any agreed Reserve; and
• Any other amount properly due from the Merchant under this Agreement or the applicable Merchant Agreement.

Settlement may be delayed, withheld, suspended, or adjusted where permitted under this Agreement, the applicable Merchant Agreement, applicable law, regulatory requirements, Card Scheme Rules, or Acquiring Partner or payment processor requirements.

4. Data Protection & Recordkeeping

Payd will maintain appropriate measures to protect confidential and personal information processed in connection with the Services, subject to applicable law and Payd's Privacy Policy.

Payd may retain transaction, account, compliance, and other records for the period required by applicable law, regulatory requirements, Card Scheme Rules, Acquiring Partner or payment processor requirements, or Payd's legitimate legal and compliance obligations.

The Merchant acknowledges that Payd may disclose information to its Acquiring Partners, payment processors, Card Schemes, regulators, law enforcement authorities, professional advisers, and other authorized third parties where reasonably necessary to provide the Services, manage risk, comply with applicable law, or protect Payd's legal rights.

Confidentiality obligations applicable to the Merchant and Payd will survive termination or expiry of this Agreement for the period required by applicable law or the applicable Merchant Agreement.

5. Dispute Resolution & Customer Support

Payd will provide reasonable support in relation to the Services through the channels made available by Payd.

The Merchant remains solely responsible for customer complaints, product or service disputes, delivery issues, returns, refunds, and disputes concerning the underlying goods or services supplied by the Merchant.

Where Payd receives a payment dispute, chargeback, retrieval request, or other transaction-related inquiry, the Merchant must provide the information and supporting documentation reasonably requested by Payd within the timeframe specified by Payd, the relevant Acquiring Partner, payment processor, or Card Scheme.

Payd may communicate relevant dispute information to the Merchant through the registered email address, Platform, or other designated communication channel.

1. Consent to Electronic Disclosure & Signatures

The Parties agree that electronic signatures obtained through a trusted Certification Service Provider (e.g., Adobe Sign or DocuSign) are legally valid and constitute full acceptance of:

• The commercial proposal
• The Merchant Agreement
• Addendums

Legal Effect: Electronic signatures, electronic records, electronic acceptance, and clickwrap acceptance will have the legal effect permitted under applicable UAE laws and regulations. By electronically accepting this Agreement, the Merchant confirms its intention to be legally bound by its terms.

2. Distribution of Notices

Payd may deliver notices and communications relating to the Services through:

• The Merchant's Payd dashboard;
• The Merchant's registered email address;
• Postal mail to the Merchant's registered address; or
• Any other electronic communication channel designated by Payd.

Notices may relate to account updates, service changes, fees, compliance requirements, security matters, transaction matters, suspension or termination, or other matters relating to the Services.

Electronic notices will be deemed received when delivered to the registered communication channel, subject to applicable law and the terms of the applicable Merchant Agreement.

Where immediate action is required or permitted by applicable law, regulatory requirements, Card Scheme Rules, Acquiring Partner requirements, fraud prevention measures, or payment-system protection requirements, Payd may take such action before providing notice where permitted.

3. Access Requirements

To receive and review communications, you must have:

• A computer/mobile device
• Internet access
• A supported web browser

Contact Payd if you encounter issues accessing notifications.

4. Withdrawal of Consent

• Electronic communications are mandatory for using Payd's Services.
• To opt out, you must terminate your Payd Account.

1. Term

This Agreement becomes effective upon the Merchant's acceptance of these Terms or commencement of use of the Services, as applicable.

Unless otherwise agreed in writing in the applicable Merchant Agreement, the initial term is one (1) year and will automatically renew for successive one-year periods unless either party provides at least thirty (30) days' prior written notice of its intention not to renew.

2. Termination Without Cause

Either party may terminate the applicable contractual relationship without cause by providing thirty (30) days' prior written notice, subject to any applicable Merchant Agreement.

3. Suspension or Immediate Termination

Payd may suspend or terminate the Merchant's account or Services where reasonably necessary or permitted if:

1. The Merchant breaches this Agreement or the applicable Merchant Agreement;
2. The Merchant engages in prohibited or unauthorized activities;
3. The Merchant processes fraudulent, suspicious, fictitious, or non-genuine transactions;
4. The Merchant fails to provide information or documentation reasonably requested for KYC, KYB, AML/CFT, sanctions, fraud, risk, or regulatory purposes;
5. The Merchant becomes insolvent, enters liquidation, administration, bankruptcy, or similar proceedings;
6. The Merchant's settlement account is closed or becomes unavailable;
7. An Acquirer, payment processor, Card Scheme, regulator, or competent authority requires or requests suspension or termination;
8. The Merchant's business activities, ownership, website, transaction profile, or payment flows materially change without required approval;
9. Continued provision of the Services presents a material legal, regulatory, fraud, financial, operational, reputational, or payment-system risk; or
10. The Merchant's account remains inactive for twelve (12) consecutive months.

Where a breach is capable of remedy, Payd will provide the Merchant with fifteen (15) days to remedy the breach before exercising termination rights, unless immediate action is permitted or required by applicable law, regulatory requirements, Card Scheme Rules, Acquiring Partner or payment processor requirements, fraud prevention requirements, or where reasonably necessary to protect the payment system or prevent financial loss.

4. Third-Party Termination

Where an Acquirer, payment processor, Card Scheme, bank, or other relevant Third-Party Provider withdraws, restricts, suspends, or terminates its ability to support the Merchant or the Services, Payd may suspend or terminate the affected Services or Merchant account to the extent reasonably necessary.

5. Effects of Termination

Upon termination or expiry:

• The Merchant must immediately cease accepting new transactions through the affected Services unless otherwise instructed by Payd;
• The Merchant must complete or appropriately resolve pending transactions as directed by Payd;
• The Merchant must remove Payd and Card Scheme branding where required;
• Any licenses or permissions granted by Payd for use of the Services will cease;
• The Merchant remains responsible for all fees, refunds, chargebacks, reversals, fines, penalties, disputes, and other amounts arising from transactions processed before or after termination where the Merchant remains legally responsible for such amounts;
• Payd may retain or withhold amounts reasonably necessary to satisfy outstanding or anticipated obligations;
• The Merchant remains responsible for providing information and cooperation required for post-termination chargebacks, disputes, investigations, audits, or regulatory matters.

6. Survival

Provisions concerning payment obligations, chargebacks, refunds, reversals, indemnification, confidentiality, data protection, recordkeeping, intellectual property, liability, dispute resolution, and any other provisions which by their nature are intended to survive termination will remain effective after termination or expiry.

1. Service Availability & Third-Party Dependencies

Payd will use reasonable efforts to maintain the availability of the Services but does not warrant that the Services will be uninterrupted, error-free, or continuously available.

Payd will not be liable for delays, interruptions, failures, rejections, suspensions, or unavailability caused by an Acquirer, payment processor, Card Scheme, issuing bank, telecommunications provider, internet service provider, regulatory authority, government authority, or other Third-Party Provider, or by circumstances beyond Payd's reasonable control.

2. Exclusion of Indirect Losses

To the fullest extent permitted by applicable law, neither Payd nor the Merchant will be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, revenue, business opportunities, goodwill, anticipated savings, or data.

3. Aggregate Liability

Subject to the exclusions below, Payd's aggregate liability arising out of or in connection with this Agreement will not exceed the total fees actually paid by the Merchant to Payd during the three (3) months immediately preceding the event giving rise to the claim.

4. Exceptions

The liability limitation and exclusions in this Section will not apply to:

• Fraud or fraudulent misrepresentation;
• Wilful misconduct or gross negligence;
• Breach of confidentiality obligations;
• Breach of applicable data protection or privacy laws;
• Infringement or misappropriation of intellectual property rights;
• Indemnification obligations expressly assumed under this Agreement; or
• Any liability which cannot lawfully be excluded or limited.

5. Processing Errors

Where a chargeback, reversal, loss, cost, or expense arises directly and solely from an error, technical failure, or processing failure attributable to Payd or its designated Acquiring Partner or payment processing partner, responsibility will be determined in accordance with the applicable Merchant Agreement and applicable law.

1. Merchant Indemnification

The Merchant will indemnify and hold harmless Payd, its affiliates, Acquiring Partners, payment processors, Card Schemes, banks, and their respective officers, employees, representatives, and agents from claims, losses, liabilities, damages, fines, penalties, costs, and reasonable expenses arising directly from:

• The Merchant's breach of this Agreement or the applicable Merchant Agreement;
• The Merchant's violation of applicable law, regulatory requirements, Card Scheme Rules, or Acquiring Partner requirements;
• The Merchant's goods, services, advertising, representations, delivery, returns, refunds, or customer relationships;
• Fraudulent, unauthorized, fictitious, or improperly processed transactions attributable to the Merchant;
• The Merchant's negligence, wilful misconduct, or actions or omissions;
• Claims arising from information, content, or transaction data supplied by the Merchant; or
• Chargebacks, reversals, refunds, fines, penalties, or other transaction-related amounts for which the Merchant is responsible.

2. Chargebacks and Transaction Adjustments

The Merchant remains responsible for Chargeback Amounts arising from its transactions, including where such amounts are identified, notified, deducted, or recovered after settlement or termination, except to the extent that the relevant amount arises directly and solely from an error, technical failure, or processing failure attributable to Payd or its designated Acquiring Partner or payment processing partner.

Payd may recover amounts properly due by deduction or offset against current or future settlements, subject to the applicable Merchant Agreement.

3. No Double Recovery

Payd will not recover the same loss or amount more than once.

4. Insurance

Where reasonably required based on the nature and risk profile of the Merchant's business, Payd may require the Merchant to maintain appropriate insurance coverage and provide evidence of such coverage upon request.

1. Third-Party Providers

Payd may rely on Acquirers, payment processors, Card Schemes, banks, payment method providers, technology providers, telecommunications providers, and other Third-Party Providers in providing the Services.

The availability, functionality, processing rules, settlement timing, authentication requirements, transaction limits, fraud controls, and dispute procedures applicable to a particular payment method may be determined by the relevant Third-Party Provider.

2. Third-Party Terms

Where the Merchant uses a payment method or service subject to separate third-party terms, including Apple Pay, Google Pay, Card Scheme rules, Acquirer requirements, or payment processor requirements, the Merchant must comply with those applicable terms.

The Merchant is responsible for monitoring and complying with applicable updates to such requirements.

3. Third-Party Failures

To the extent permitted by applicable law, Payd will not be liable for a delay, interruption, rejection, suspension, failure, or limitation caused by a Third-Party Provider beyond Payd's reasonable control.

4. Transaction Review

Payd may request information, documentation, or verification concerning transactions and may delay, restrict, reject, or suspend transactions where reasonably necessary to comply with applicable law, regulatory requirements, Card Scheme Rules, Third-Party Provider requirements, or fraud and risk controls.

5. Chargebacks and Fraud

The Merchant remains responsible for fraudulent transactions, chargebacks, reversals, and other transaction adjustments to the extent attributable to the Merchant or otherwise payable by the Merchant under this Agreement or the applicable Merchant Agreement.

1. Confidential Information

Each party may receive confidential or proprietary information from the other party in connection with the Services. Confidential Information includes business, financial, technical, operational, transaction, security, customer, pricing, and other non-public information.

2. Use and Disclosure

Each party will use Confidential Information only for the purposes of performing or receiving the Services and will not disclose it to any third party except:

• To its employees, officers, professional advisers, contractors, Acquiring Partners, payment processors, Card Schemes, or other service providers who require the information for legitimate business or compliance purposes and are subject to appropriate confidentiality obligations;
• Where required by applicable law, regulatory authority, court order, Card Scheme, Acquiring Partner, or payment processor; or
• With the prior written consent of the disclosing party.

3. Security

Each party will maintain reasonable safeguards appropriate to the nature of the Confidential Information in its possession or control.

4. Survival

Confidentiality obligations will survive termination or expiry of this Agreement for five (5) years, or for such longer period as required by applicable law.

1. Order of Precedence

The Merchant's use of the Services is subject to this Agreement, the applicable Merchant Agreement, Merchant Onboarding Form, commercial proposal, and applicable Acquiring Partner, payment processor, Card Scheme, and regulatory requirements.

In the event of a conflict:

1. Applicable mandatory law and regulatory requirements will prevail;
2. Applicable Card Scheme, Acquiring Partner, and payment processor requirements will prevail to the extent mandatory;
3. The applicable Merchant Agreement will prevail over these general Terms and Conditions in relation to merchant-specific commercial, operational, liability, settlement, or other expressly agreed terms; and
4. These Terms and Conditions will apply to matters not specifically addressed in the applicable Merchant Agreement.

2. Amendments

Payd may amend these Terms and Conditions from time to time to reflect changes in applicable law, regulatory requirements, Card Scheme Rules, Acquiring Partner requirements, security standards, Services, or Payd's policies. Material amendments will be communicated through the applicable notice channels.