Merchant Acquiring and Gateway Agreement

Acquirer Processing System: The technology platform used by the Acquiring Bank to manage and facilitate the processing of payment transactions.

Acquiring Bank: The financial institution or bank that partners with IPSP to process payment card transactions on behalf of the Merchant.

Application: means the MERCHANT application form

Authorization: Written authorization or approval from IPSP for the Merchant to proceed with a specific transaction.

Batch Processing: The process of grouping and submitting multiple transactions for settlement within a defined period, typically daily, as required by IPSP’s Acquirer Processing System.

Chargeback: A purchase to which IPSP has the right to retrieve reimbursement from the Merchant for the total sales price.

Chargeback Reserve: Funds withheld by IPSP from settlements to cover potential chargebacks, disputes, or penalties.

Confidential Information: means any non-public, proprietary, or sensitive information disclosed by one party to the other under this Agreement, whether orally, electronically, or in writing, including but not limited to business operations, financial data, trade secrets, transaction details, customer data, software systems, and operational processes. Confidential Information also includes any information deemed confidential under applicable data protection laws, including but not limited to the UAE Personal Data Protection Law (PDPL), EU General Data Protection Regulation (GDPR), and any other local or international laws applicable to cross-border transactions.

Confidential Information shall not include information that:

• Is publicly available or becomes publicly available through no breach of this Agreement.
• Is lawfully disclosed to the receiving party by a third party without confidentiality obligations.
• Is independently developed by the receiving party without use of or reference to the disclosing party's information.

Data Breach: Any unauthorized access, disclosure, alteration, or destruction of customer data or other sensitive information.

Designated Account: A bank account specified by the Merchant in the Application and approved by IPSP, into which settlement payments are transferred.

Designated Deposit Account: The MERCHANT’s bank account, specified in the Application, to which IPSP credits settlements and debits applicable fees or charges under this Agreement.

Excessive Chargebacks: Chargeback ratios exceeding 1.5% of total transactions in any settlement cycle.

Force Majeure: means any event or circumstance beyond the reasonable control of the affected party that prevents or delays the performance of its obligations under this Agreement. This includes but is not limited to:

• Natural disasters (earthquakes, floods, hurricanes, etc.).
• Acts of war, armed conflict, terrorism, or civil unrest.
• Changes in laws, regulations, or governmental actions, including actions by card networks, acquirers, or regulators that impact the Acquirer Processing System.
• Strikes, labor disputes, or industrial actions.
• Technological or telecommunications failures, including failures of the Acquirer Processing System.

Fraudulent Transaction: Any transaction conducted using stolen or misused cardholder data, or deemed illegal under applicable laws or card network rules.

Hash and Pass: Unique credentials provided to the Merchant during onboarding to securely integrate with the Acquirer Processing System.

Merchant: The individual, business, or legal entity entering into this Agreement to accept electronic payment methods from customers.

Merchant Dashboard: An online platform provided by IPSP to the Merchant for accessing transaction data, settlement reports, and chargeback details.

Merchant Data: Any data owned by the Merchant, including customer and transaction information, explicitly protected under this Agreement.

Merchant Rights: Rights guaranteed to the Merchant under this Agreement, including due process for termination and dispute resolution.

Merchant Service Commission: A percentage or fixed fee charged on the total card transaction volume processed by IPSP on behalf of the MERCHANT. It compensates IPSP for services, including transaction authorization, clearing, and settlement.

MID (Merchant Identification Number): A unique identifier assigned by the Acquiring Bank or IPSP to facilitate transaction processing.

Payout: The process of transferring funds from the payment processor or Acquiring Bank to the Merchant’s Designated Account.

PCI DSS Compliance: Adherence to the Payment Card Industry Data Security Standards to protect cardholder data and secure transactions.

Services: The scope of services outlined in Annexure A of this Agreement.

Settlement: The process of transferring funds from completed payment transactions to the Merchant’s Designated Account.

Settlement Cycle: The periodic schedule by which IPSP processes and settles transactions to the Merchant’s Designated Account.

Total Sales Price: The total amount charged by the Merchant to the customer for a transaction, including any taxes, duties, or shipping charges.

Transaction Fees: Per-transaction fees charged by IPSP for processing transactions, as detailed in Annexure B, including but not limited to authorization, refunds, chargebacks, and settlement activities.

 

1. MERCHANT ACCEPTANCE, IPSP DISTRIBUTION AND ACQUIRER PROCESSING SYSTEM

1.1. IPSP will officially be the exclusive distributor of Merchant’s products and IPSP will use reasonable efforts to accept or decline any Application within seven business days of receipt of a completed Application from MERCHANT IPSP may refuse to accept any Merchant, and such decision shall be at the sole discretion of IPSP. A Merchant shall be considered accepted when (a) it has been approved by IPSP, and (b) it has fully executed an Application with IPSP.

1.2. IPSP agrees to provide the MERCHANT’s credit card authorization, clearing and settlement for certain Approved Advertising Products (see section 1.5). For transactions in which the customer’s credit card is physically present in the Merchant's establishment, the MERCHANT may not use the IPSP‘s Acquirer Processing System.

1.3. Each Merchant has a website through which he sells Approved Advertising Products to customers over the web. The MERCHANT’s system will be connected to IPSP‘s API and acquirer bank to allow customers who are interested in purchasing Approved Advertising Products from the MERCHANT’s website to pay using a credit card (the “Acquirer Processing System”). The details of the transaction will pass through IPSP’s systems to obtain credit card authorization and then submitted to IPSP for settlement.

1.4. The MERCHANT will integrate into the IPSP ‘s Acquirer Processing System in accordance with the instructions provided by IPSP.

1.5. An Approved Advertising Product is a Product or Service: (a) offered for sale by the MERCHANT on its Internet website at the Internet address (U.R.L) contained in the Application entered into by IPSP and the MERCHANT; and (b) for which IPSP provides Authorization; IPSP reserves the right to refuse to proceed with any transaction involving any particular Authorized Advertising Product for whatever reason and IPSP is under no obligation to approve or process any particular transaction originating from the MERCHANT.

2.     AUTHORIZATION OF PURCHASES

2.1. The MERCHANT must request Authorization from IPSP before selling and delivering an Approved Advertising Product or Service to a customer. The Authorization indicates that IPSP authorizes the MERCHANT to deliver the Approved Advertising Products or Services to that specific customer.

2.2. The request for Authorization must include the information required by IPSP, including the transaction advertised price, any sales taxes, VAT or other duties and taxes, or shipping charges associated with the transaction which the customer will agree to pay (the “Total Sales Price”).

2.3. IPSP reserves the right to decline to provide Authorization for any particular Purchase for any reason whatsoever.

2.4. The MERCHANT acknowledges, as per its agreement with IPSP, that the receipt of an Authorization for a particular transaction indicates only that at the Authorization date, IPSP has reason to believe that the customer’s credit card: (a) has sufficient credit with the credit card issuer to pay the MERCHANT for the Total Sales Price of the Approved Products; (b) is being used within the card’s valid dates; and (c) has not been reported as lost or stolen.

2.5. An Authorization does not guarantee that the person to whom the MERCHANT delivered the Approved Products is, in fact, the cardholder. The Authorization, by IPSP, does not guarantee that the transaction will not be subject to a Chargeback to the MERCHANT (see Section 4).

3.     SETTLEMENT & FEES

3.1. The MERCHANT, in its Application with IPSP, shall only instruct IPSP‘s Acquirer Processing System to “capture” the transaction and request Settlement for the purchase.

3.2. All Fees are specified in Annex B of this Agreement.  

3.3. In this Agreement “Settlement” shall mean the payment to the MERCHANT, by IPSP, of the Total Sales Price less any charges deducted by IPSP and the Acquiring Bank, by the relevant card association and the customer’s card issuing institution. The acquiring bank officially sets Settlement or Payout. Official charges and rates are as follows:

3.3.1. Any financial fines or penalties to be imposed by the International Card Schemes concerning the MERCHANT’s transactions shall be for the account of the merchant.

3.3.2. To cover the administrative and other costs of Chargebacks and Copy Requests, IPSP will charge a fee for each as follows: Chargebacks: 75 USD minimum per chargeback in case the chargeback ratio is deemed by IPSP to be excessive.

3.3.3. Under the acquiring bank’s guide, IPSP reserves the right to change all fees from time to time upon five (5) days written notice to MERCHANT.

3.3.3.1. All Chargebacks, Credits, or other fees and due amounts to IPSP from any MERCHANT will be automatically offset or deducted from amounts payable to such MERCHANT for sales of Approved Products or, at IPSP’s sole discretion, from the MERCHANT’s Chargeback Reserve. In the event where the funds payable to the MERCHANT by IPSP for Purchases or the funds in the Chargeback Reserve are insufficient to offset or deduct the amounts due to IPSP, IPSP may at its discretion either invoice Merchant for such amounts (such invoice should be paid promptly upon Merchant’s receipt thereof) or debit such amounts directly from Merchant’s bank account into which IPSP makes due payments to the MERCHANT.

3.3.3.2. Notwithstanding any of the foregoing provisions, the MERCHANT will be solely responsible for any outstanding due amount under its Application.

3.3.3.3. IPSP agrees to use reasonable efforts to process retrieval requests and Chargebacks relating to Merchants.

3.3.3.4. IPSP is not liable for Settlements delayed or held by Acquiring Bank. However, IPSP will work with merchants in communication with Acquiring Bank if such a delay or hold occurs.

3.3.3.5. The IPSP is using an infrastructure that includes multiple acquirers andbanks, each one of them has different settlement cycles and time zones. Therefore, there might be discrepancies between the weekly settlement amount received by the MERCHANT and the numbers displayed on the MERCHANT dashboard. A relevant CSV of the transactions settled and non-settled will be presented. All non-settled transactions will be settled in the next settlement cycle(s).​

4.      CHARGEBACKS (RECEIVED FROM CARD SCHEMES)

4.1. A “Chargeback” is a Purchase to which IPSP has the right to retrieve reimbursement from the MERCHANT for the Total Sale Price of such Purchase. IPSP will impose a fee for each Chargeback (see section 3.5).

4.2. IPSP will have the right at any time to Chargeback a Purchase, without notice, in any situation relating to the MERCHANT’s obligations under this Agreement in which: (a) The MERCHANT fails to comply with any term of this Agreement applicable to a Purchase; (b) A Purchase is alleged to have been accepted or requested improperly or without the authorization of the customer; (c) The customer disputes the sale, quality, quantity, or delivery of a Purchase or the performance or quality thereof; (d) The MERCHANT did not obtain Authorization for such Purchase in accordance with the terms of Section 2 hereof; (e) the MERCHANT fails to provide an adequate response to a request from IPSP or a customer for information relating to a Purchase within seven (7) calendar days of the MERCHANT’s receipt thereof; (f) A Purchase is returned or disputed by the customer, whether or not a Credit transaction is subsequently issued for such Purchase; (g) The customer is entitled to withhold payment to IPSP under applicable law; (h) Any international credit card association (scheme) claims reimbursement is due from IPSP in accordance with the policies of such international credit card scheme and will be for the account of the merchant; (i) A Purchase was in violation of any law, rule or regulation of any governmental agency.

4.3. The MERCHANT agrees that if the Chargeback ratio exceeds 1.5% in any settlement cycle , IPSP reserves the right to:

1. Immediately suspend settlement payments until the Chargeback ratio is reduced to acceptable levels.

2. Increase the rolling reserve to [to insert]% of the transaction volume for the next 6 months.
3. Charge a penalty of $10,000 per month for ratios exceeding 1.5%.
4. Impose a $50,000 fine if the MID is terminated due to non-compliance or excessive Chargebacks.

4.4. IPSP must notify the MERCHANT of any Chargeback dispute within three (3) business days and provide a resolution timeline of no more than ten (10) business days.

4.5.     CHARGEBACKS

4.6. The MERCHANT will pay to the IPSP, upon demand, the face amount of any Chargeback. The IPSP shall have the right to debit the MERCHANT’s incoming Chargebacks, through a Designated Account or any other funds of the MERCHANT in the IPSP’s direct and indirect control by reason of the security interest granted to the IPSP by the MERCHANT (as defined under Exhibit E), or by law and to Charge Back such sales to the MERCHANT in any of the following situations:

a.     Where goods[DY1]  have been returned or Services canceled (in accordance with pre- agreed cancellation policies between theMERCHANT and Cardholder) by a Cardholder and the Cardholder requested a credit to be made and such credit was not processed within ten (10) business days;

b.     Where the transaction is for a type of goods or Service sold other than as disclosed in the Internet Application and approved in advance by the IPSP and the sales transaction was charged back by the Cardholder or issuer;

c.      Where a Cardholder contends or disputes in writing to the IPSP or the Issuer that:

(1) Goods or Services were not received by the Cardholder or other authorized user; or (2) Goods or Services were sold in a misleading fashion or manner by the MERCHANT; or (3) Goods or Services were defective; or (4) The dispute reflects a claim or defense authorized against issuers or creditors by a governmental agency, a relevant statute or regulation.     

(2) The MERCHANT shall repay the IPSP the amount represented by the Transaction Record, if the IPSP reasonably determines that the Transaction Record is fraudulent or that the related transaction is not a bona fide transaction in the MERCHANT’s ordinary course of business, or is subject to any claim of illegality, cancellation, rescission, avoidance, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of the MERCHANT or the MERCHANT’s agents or employees. The relevant Merchant Account shall be subject to a review process in consultation with the MERCHANT and may lead to a change in terms for that Merchant Account or termination without cause, and the Merchant’s funds, including but not limited to those incoming transactions and in the MERCHANT’s Designated Account(s), shall be held. The IPSP will provide the MERCHANT with any information possessed by it, which may enable the Merchant to recover from others, the amount of any transaction charged back to the MERCHANT. The MERCHANT understands that the IPSP will levy a Chargeback Fee per Chargeback plus the amount of any fees, fines, charges, levies, assessments, or penalties assessed by CUP, VISA or MasterCard against the IPSP for transactions arising from the activities of the MERCHANT whether such fees, fines, charges, levies, assessments, or penalties arise from the activities of the MERCHANT alone or in conjunction with other Merchants, or any other charges as may be established by the IPSP from time to time.

(3) Furthermore, the IPSP may assess the MERCHANT a fee for processing any fines or penalties that may be charged by CUP, VISA or MasterCard at the sole and absolute discretion of the IPSP. Finally, the IPSP will accept automatically all Chargebacks presented by the acquirers on behalf of the MERCHANT, except if the MERCHANT indicates otherwise prior to the signature of this Agreement. In the case the CHB ration is above 2% , the MID is in jeopardy and could be shut down.  In the case your CHB ratio is higher than 2%, the IPSP reserves the right to implement a USD 10,000 fine per settlement. If MID is shutdown, the IPSP reserves the right to charge USD 50,000 to the MERCHANT.

(4) In the event of a Chargeback, IPSP reserves the right to withhold settlement amounts equal to 100% of the disputed transaction value as security for ongoing or future Chargebacks.

(5) The MERCHANT is responsible for reimbursing IPSP for all costs associated with Chargeback disputes, including but not limited to administrative fees, legal costs, and penalties imposed by card networks

5.     CHARGEBACK RESERVE ACCOUNT (Rolling Reserve)

5.1. Notwithstanding any other provision of this Agreement or any language to the contrary contained in the Agreement, the IPSP reserves the right to establish, without prior notice to the MERCHANT, a interest bearing Chargeback Reserve Account and/or to raise the Discount Fee or Transaction Fee upon the IPSP is reasonable determination of the occasion of any of the following:

●      The MERCHANT engages in any excessive, as determined in the IPSP’s sole reasonable discretion, processing of charges, which represents an overcharge to Cardholders by duplication of charges.

●      Failure by the MERCHANT to fully disclose the true nature of its business to the IPSP to permit a fully informed decision as to the suitability of the Merchant for processing through the IPSP Failure by the Merchant to fully disclose the true ownership of the Merchant’s business entity.

●      Excessive, as determined in the IPSP sole reasonable discretion, processing by the MERCHANT of unauthorized charges, which shall mean clearly fraudulent charges.

●      Processing by the MERCHANT of charges for any other merchant or third party other than the MERCHANT’s contracted agents for whom the IPSP has approved a Merchant Account following receipt of a Application.

●      The MERCHANT processes any credits to any CUP, VISA or MasterCard account or controlled by the MERCHANT, except in conjunction with legitimate purchases of the Merchant’s Services.

●      Any misrepresentation made by the MERCHANT in completion of Application or breach of any other covenant, warranty or representation contained in the Agreement, including a change of type of business without prior approval by the IPSP.

●      Excessive number of requests from consumers or issuing banks for retrieval of documentation from the MERCHANT.

●      Excessive credits that exceed sale transactions by ten percent (10%).

●      Any form of financial instability of the MERCHANT or diminishment of the financial condition of the MERCHANT to the IPSP.

●      IPSP reserves the right to increase the rolling reserve percentage to 75% for high-risk industries or merchants with a history of excessive chargebacks[ZF1] [DY2] .

●      The rolling reserve period may be extended up to 12 months if the MERCHANT has unresolved disputes or an adverse risk profile.

5.2. The Chargeback Reserve Account will be maintained for a minimum of 6 months (180 days) or up to 12 months (365 days) after the date on which this Agreement terminates or until such time as IPSP determines that the release of the funds to the MERCHANT is prudent, in the best interest of IPSP, and commercially reasonable, and that the MERCHANT’s account with IPSP is fully resolved. Upon expiration of this 12-month period (or longer, as the case may be), any balance remaining in the Chargeback Reserve Account will be paid to the MERCHANT. Funds held in the Chargeback Reserve Account will accrue or bear interest at an agreed competitive rate. The IPSP will inform the MERCHANT in writing of any charges debited to the Chargeback Reserve Account during this period. The calculation of the Chargeback Reserve Account shall be as described in Section 3: Settlements and Fees. the MERCHANT may not make changes in Chargeback Reserve Account without IPSP’s consent. The MERCHANT hereby confirms that it holds no liability to the IPSP for the release of the Chargeback Reserve Account as the IPSP is not liable for these monies.

5.3. Funds in the Chargeback Reserve Account will not be released until IPSP has determined, at its sole discretion, that there are no outstanding liabilities or risks associated with the MERCHANT.

5.4. IPSP reserves the right to increase reserve amounts or withhold settlements in cases of:

●      The MERCHANT’s financial instability, including bankruptcy filings.

●      Negative publicity or reputational risks associated with the MERCHANT’s business.

●      Any change in the MERCHANT’s business type or ownership without prior written approval from IPSP.

5.5. The rolling reserve percentage shall not exceed 20% of the transaction volume, and funds will be released within 12 months of Agreement termination unless disputes are unresolved.

5.6. IPSP must notify the MERCHANT of any chargeback dispute within three (3) business days and provide a resolution timeline of no more than ten (10) business days.

 

6.     FRAUDULENT SALES

6.1. The MERCHANT shall not knowingly accept or deposit fraudulent sales or sales made by any other merchant not contracted with or approved by IPSP. Should the MERCHANT engage in such practices, the following actions may be taken:

6.1.1.The MERCHANT shall indemnify and compensate IPSP for any fines, penalties, or damages imposed by Visa, MasterCard, or other relevant authorities due to such activities.

6.1.2.IPSP may review the MERCHANT’s account in consultation with the MERCHANT, and this review may lead to amendments in account terms or immediate termination of the account.

6.1.3.Funds equal to the value of the disputed transactions may be withheld and placed into the Chargeback Reserve Account until the matter is resolved.

 

6.2. In cases of fraudulent or prohibited activity, the MERCHANT acknowledges that IPSP may notify the relevant card schemes, potentially resulting in the MERCHANT being added to the Member Alert to Control High Risk Merchant (MATCH) list. The MERCHANT waives any claims or rights of action against IPSP arising from such notifications, provided IPSP acts in good faith and with reasonable evidence of misconduct.

6.3. The following transactions are strictly prohibited and will result in immediate account termination and penalties:

6.3.1.Sales involving illegal activities, including but not limited to child exploitation, human trafficking, or other activities deemed unlawful by applicable law.

6.3.2.Sales involving US gambling-related traffic or activities, which will result in automatic termination and penalties as outlined in Section 6.6.

 

6.4. Any transaction involving illegal activities as defined above will result in:

6.4.1.Immediate termination of this Agreement.

6.4.2.A penalty of $50,000 per occurrence, or $100,000 per occurrence for activities involving child exploitation, terrorism financing, or similar offenses.

6.4.3.Additional liability for any costs, damages, or penalties incurred by IPSP as a result of the MERCHANT’s actions.

 

6.5. IPSP reserves the right to conduct random or scheduled audits of the MERCHANT’s transactions and systems to identify potential fraudulent activity. Audits shall:

6.5.1.Be conducted with prior written notice of at least five (5) business days, except in cases of suspected fraud or illegal activities where no notice is required.

6.5.2.Be limited to the scope of transactions and systems directly related to this Agreement.

 

6.6.   The MERCHANT agrees to implement and maintain anti-fraud measures as specified by IPSP, which may include:

6.6.1.Two-factor authentication for customer transactions.

6.6.2.Real-time transaction monitoring systems.

6.6.3.Fraud prevention tools as recommended by IPSP.

6.6.4.Failure to implement these measures within a reasonable timeframe may result in the suspension of Services until compliance is achieved.

 

6.7. In the event that IPSP identifies potentially fraudulent or prohibited transactions:

6.7.1.IPSP will notify the MERCHANT within 48 hours of identification.

6.7.2.The MERCHANT will have five (5) business days to provide an explanation or rectify the issue.

6.7.3.If the MERCHANT fails to resolve the issue within the given timeframe, IPSP may impose penalties, suspend the account, or terminate this Agreement.

 

6.8. The MERCHANT acknowledges that any transaction involving, child exploitation, or illegal activities will result in immediate termination and a $100,000 penalty per occurrence.

6.9. IPSP reserves the right to conduct random audits of the MERCHANT's transactions and systems to identify potential fraudulent activity.

6.10. The MERCHANT agrees to implement anti-fraud measures specified by IPSP, including but not limited to two-factor authentication and transaction monitoring tools.

 

7.     DUE CARE

The performance by the IPSP of all Services called for in this Agreement shall be consistent with reasonable industry standards. The IPSP shall indemnify and hold the MERCHANT harmless from any liability, loss or damage which directly results from; (a) the IPSP not complying with the terms and conditions of this Agreement; or (b) any loss suffered by the MERCHANT as a result of the IPSP’s negligence. The IPSP shall not be liable for any special consequential, exemplary or punitive damages. In no event shall the IPSP’s liability to the MERCHANT hereunder exceed the amount of the net processing fees paid by the MERCHANT to the IPSP in the immediately preceding calendar month. The MERCHANT acknowledges and agrees that the indemnity hereunder shall not extend to any act or failure to act by any employee of the IPSP. The IPSP is hereby authorized by the MERCHANT to divulge the MERCHANT’s name, address and telephone number(s) to any third party who has reasonable right to know such information.

 

8.     SECURITY INTEREST

 

8.1. To secure all obligations of the MERCHANT to IPSP under this Agreement, the MERCHANT hereby grants IPSP a first-ranking, possessory security interest in, and assigns, conveys, delivers, pledges, and transfers to IPSP all of the MERCHANT’s right, title, and interest in and to:

8.1.1. All funds, deposits, and amounts credited to the MERCHANT’s Designated Account(s) with IPSP or any other accounts maintained by the MERCHANT at IPSP, regardless of their source or collection status.

8.1.2. Any future amounts payable to the MERCHANT under this Agreement or related to transactions processed through IPSP.

 

8.2. Definition of Designated Account(s)

8.2.1. For the purposes of this Agreement, “Designated Account(s)” refers to any account established by the MERCHANT with IPSP for the purpose of receiving settlements, handling transactions, or any other business related to the Services provided under this Agreement.

 

8.3. IPSP may exercise its security interest and rights hereunder without prior notice to the MERCHANT only in the following circumstances:

 

8.3.1. Upon the MERCHANT’s breach of this Agreement.

8.3.2. If the MERCHANT fails to pay any fees, penalties, or other amounts due under this Agreement.

8.3.3. Upon the MERCHANT’s insolvency, bankruptcy filing, or material adverse change in financial condition.

 

8.4. Except in cases of fraud, insolvency, or imminent harm to IPSP’s interests, IPSP will provide the MERCHANT with a written notice of intent to enforce the security interest no less than five (5) business days before taking any enforcement action.

8.5. IPSP reserves the right to request additional security or guarantees from the MERCHANT if IPSP reasonably determines that the MERCHANT’s financial or operational condition poses a material risk to IPSP’s interests. The MERCHANT agrees to execute any documents and take any actions required to perfect, maintain, or enforce such additional security.

8.6. The MERCHANT will bear all reasonable costs and expenses associated with the execution, perfection, and maintenance of the security interest, provided that such costs are pre-approved in writing by the MERCHANT.

8.7. All actions taken by IPSP to enforce the security interest will comply with applicable laws, including any requirements for judicial or administrative proceedings where necessary.

 

9.     MERCHANT SERVICE COMMISSION AND TRANSACTION FEES

 

9.1. Service Commission: The IPSP will debit the Merchant’s Designated Deposit Account daily for the Merchant Service Commission, which is calculated as a percentage or fixed fee applied to the total card transaction volume processed by IPSP on behalf of the MERCHANT. This percentage or fee will be as specified in Annexure B (Fees), which forms an integral part of this Agreement.

9.2. Transaction Fees: In addition to the Merchant Service Commission, the IPSP will debit the Merchant’s Designated Deposit Account for Transaction Fees, which include charges for transaction authorization, clearing, refunds, chargebacks, and settlement activities. These fees are detailed in Annexure B (Fees) and may be adjusted in accordance with this Agreement.

9.3. Changes to Fees: Following consultation with the MERCHANT and with at least thirty (30) days' prior written notice, IPSP reserves the right to review and revise the Merchant Service Commission and Transaction Fees. IPSP may amend the fees without prior notice where:

9.3.1. The MERCHANT’s actual sales volume, ticket size, or transaction activity deviates materially from projections in the Application.

9.3.2. Adjustments are required to comply with regulatory changes, card network rules, or acquirer mandates.

9.3.3. The MERCHANT is subject to excessive chargebacks, as defined in this Agreement.

 

9.4. Daily Batch Processing Requirement: The MERCHANT acknowledges that the Merchant Service Commission is contingent upon the timely submission of daily Batch Processing. If the MERCHANT fails to close batches at least once per business day, additional commissions or fees may apply, as specified in Annexure B.

9.5. Authorization Compliance: The MERCHANT understands that any transaction processed without proper authorization, or any deviation from the agreed procedures, may result in additional Transaction Fees, as detailed in Annexure B.

 

9.6. Fee Deductions and Adjustments:

9.6.1. IPSP will deduct all applicable fees, penalties, and fines from amounts due to the MERCHANT.

9.6.2. If the fees or penalties exceed the available balance in the Designated Deposit Account, IPSP may:

9.6.2.1. Deduct the outstanding amounts from the Merchant’s Chargeback Reserve Account.

9.6.2.2. Invoice the MERCHANT, with payment due within five (5) business days.

9.6.2.3. Debit the Merchant’s bank account directly, as authorized under this Agreement.

 

9.7. Fee Disputes: Any disputes regarding fees or charges must be raised in writing within ten (10) business days of the fee deduction. The MERCHANT waives the right to dispute fees beyond this period.

9.8. Annexure B Supremacy: The fees and commission rates specified in Annexure B (Fees) will take precedence in the event of any discrepancy between this clause and the annexed fee schedule.

9.9. Non-Compliance Surcharge: IPSP reserves the right to impose additional surcharges for:

9.9.1.1. Non-compliance with PCI DSS or other card network rules.

9.9.1.2. Processing unauthorized transactions or failing to submit required documentation.

9.9.1.3. Late payment of invoices or other amounts due.

 

9.10. Fee Adjustments for High-Risk Merchants: IPSP reserves the right to increase the Merchant Service Commission and Transaction Fees for MERCHANTS deemed high-risk due to:

9.10.1.1. Excessive chargebacks, as defined in this Agreement.

9.10.1.2. Negative publicity or reputational concerns.

9.10.1.3. Failure to meet agreed operational or financial standards.

 

10.     CUSTOMER SERVICE, REFUNDS & CREDITS

10.1. The MERCHANT agrees to provide clear and convenient means on its web site for customers and IPSP to make inquiries about the sale, quantity, quality, delivery, return or exchange of a Purchase so that the customer must reasonably be aware of them prior to the completion of the Purchase.

10.2. Items that must be included are the following:

● Country of the MERCHANT’s domicile:

● Complete description of goods or Services

● Customer Service contact information

● Return, refund, exchanges and cancellation policies

● Delivery policy

● Transaction currency or currencies

● Authorization Form

 

10.3. Additional items that ideally should be included on the MERCHANT’s website include:

● Privacy statements

● When payment cards are charged

● Commitment to process orders promptly

● Commitment to respond to all enquiries within 7 business days

● A statement of what type of security is supported

● A statement encouraging cardholders to retain a copy of the transaction record.

10.4.The MERCHANT policies must comply with all laws applicable to return, refund or exchange policies.

10.5. The MERCHANT shall agree to offset a Purchase with an appropriate credit to the customer (a “Credit”) when a refund, whole or in part, for a Purchase is due to a customer.

10.6. The MERCHANT must provide the cardholder with a transaction receipt. The cardholder's account number must never appear on the receipt. The MERCHANT must assign a unique identification number to the transaction and display it clearly on the receipt.

 

11.     NOTICE OF ERRONEOUS/UNAUTHORIZED TRANSFERS

The MERCHANT shall regularly and promptly review all entries and other communications sent to the MERCHANT and to immediately notify the IPSP if any discrepancy exists between the MERCHANT’s records and those provided by the IPSP or with respect to any transfer that the MERCHANT believes was not authorized by the MERCHANT or customer. If the MERCHANT fails to notify the IPSP within twenty (20) calendar days after the date that the IPSP mails or otherwise provides a statement of account or other report of activity to the MERCHANT, the MERCHANT will be responsible for all losses or other costs associated with any erroneous or unauthorized transfer. The foregoing does not limit the MERCHANT’s liability for other breaches of this Agreement.

12.     CHANGE OF MERCHANT NAME OR BUSINESS TYPE

12.1 Notification of Changes: The MERCHANT shall notify IPSP in writing of any changes to its business name, trade name, ownership structure, business type, address, telephone number, banking information, or any other material details provided in the Application. Such notice must be provided at least thirty (30) days prior to the implementation of the changes. Failure to notify IPSP of such changes may result in immediate suspension of processing services and/or termination of this Agreement.

12.2 Representation of Business Type: The MERCHANT represents that it is engaged exclusively in the business activities specified in the Application and approved by IPSP. The MERCHANT acknowledges that IPSP’s acceptance of this Agreement and provision of services is based on the accuracy of these representations.

12.3 Prohibition on Unauthorized Transactions: The MERCHANT shall not:

12.3.1 Process payment transactions for any business, product, or service other than those explicitly approved by IPSP.

12.3.2 Submit transactions related to a change in business type, ownership, or service offering without prior written approval from IPSP.

12.3.3 Use IPSP’s services to process payments for third parties or unrelated entities without prior authorization.

12.4 Approval for Changes: Any change to the MERCHANT's business type or service offerings is subject to IPSP's prior written approval, which may be withheld at IPSP's sole discretion. IPSP reserves the right to request additional documentation, conduct due diligence, and impose revised terms, fees, or reserves to account for any increased risk associated with such changes.

12.5 Consequences of Non-Compliance: If the MERCHANT:

12.5.1    Fails to notify IPSP of any changes as required under this clause; or

12.5.2    Processes transactions outside the scope of approved activities;

 

12.5.3    IPSP reserves the right to take immediate action, including but not limited to:

12.5.3.1 Suspending or terminating this Agreement without prior notice.

12.5.3.2 Imposing penalties, fines, or additional fees to cover any increased risk or regulatory exposure incurred by IPSP.

12.5.3.3 Retaining funds from the Chargeback Reserve Account or withholding settlement payments to offset any potential liabilities.

 

12.6 Indemnification: The MERCHANT agrees to indemnify and hold IPSP harmless from any losses, damages, penalties, or legal costs resulting from the MERCHANT's failure to comply with the obligations under this clause.

12.7 Audit Rights: IPSP reserves the right to audit the MERCHANT’s business operations, website, and transaction history at any time to ensure compliance with the approved business type and other terms of this Agreement.

 

13. WEBSITE REQUIREMENTS

13.1. The MERCHANT shall ensure that its website complies with all applicable requirements of CUP, Visa, MasterCard, and any other relevant card network or regulatory authority, as specified in the Merchant Application and any updated guidelines provided by IPSP. The MERCHANT shall also ensure compliance with all applicable laws, including but not limited to data protection, consumer protection, and e-commerce regulations.

13.2. The MERCHANT must notify IPSP in writing of any changes to its website, terms of trade, or policies that may impact compliance with card network standards or this Agreement. Such notification must be provided no later than five (5) business days prior to implementing the changes.

13.3. The MERCHANT shall bear full responsibility for ensuring its website complies with all applicable standards and requirements, including during the pre-activation stage. The MERCHANT acknowledges that IPSP may impose a penalty of $10,000 per occurrence of non-compliance and suspend transaction processing until the issue is resolved. Each instance of non-compliance identified by IPSP shall be treated as a separate occurrence for penalty purposes.

13.4. If the MERCHANT’s website is found to be non-compliant, IPSP reserves the right to deactivate the MERCHANT Account immediately. Reactivation of the account will be subject to the MERCHANT rectifying the non-compliance and paying a reactivation fee of [insert amount or calculation method]. IPSP reserves the right to update the reactivation fee upon thirty (30) days’ prior written notice to the MERCHANT.

13.5. The MERCHANT’s website must display clear and comprehensive policies, including but not limited to:

13.5.1.Refund and cancellation policies,

13.5.2.Privacy policies,

13.5.3.Terms of use, and

13.5.4.Any other disclosures required by applicable card network or regulatory standards.

Failure to display such policies will be deemed a material breach of this Agreement.

13.6. The MERCHANT agrees to indemnify and hold IPSP harmless from any fines, penalties, or liabilities imposed by card networks, regulatory authorities, or other third parties arising from the MERCHANT’s failure to maintain compliance with this clause.

 

14. TRADE MARKS

14.1. This Agreement does not give either party any rights in the other party’s name, trade names, trademarks, logo, Service marks, domain names, URLs taglines or any other proprietary designations (“Marks”). Neither party may use the other party’s Marks without prior written consent, which may be withheld at the sole discretion of the granting party.

14.2. The MERCHANT agrees that IPSP may use its Marks for purposes of advertising or promoting that the MERCHANT uses IPSP’s Acquirer Processing System and Services. The MERCHANT’s consent to such use is irrevocable during the term of this Agreement, provided IPSP does not alter or misrepresent the Marks.

14.3. The MERCHANT shall not modify, obscure, or misrepresent IPSP’s Marks or use them in a manner that could harm IPSP’s reputation. Any such misuse will constitute a material breach of this Agreement.

14.4. IPSP reserves the right to terminate the MERCHANT’s limited permission to use its Marks at any time if IPSP reasonably determines that such use:

14.4.1. Violates this Agreement,

14.4.2. Harms IPSP’s reputation or goodwill, or

14.4.3. Is otherwise unauthorized or misused.

14.5. Both parties agree to notify the other promptly of any infringement, misuse, or legal dispute involving their respective Marks.

 

15. ACQUIRER PROCESSING SYSTEM CHANGES

15.1. IPSP’s reserves the right to change all or part of the network configuration and the protocols used in providing the Services of the IPSP’s Acquirer Processing System. If any such changes require the customer to change data communication protocols or communication networks then IPSP shall provide the customer with five days (5) days prior written notice.

15.2. Such changes will be at no charge to the MERCHANT or the customer, unless such changes are: (a) mandated by a credit card association, governmental regulatory authority or communications carrier, or (b) In order to accommodate current or future processing or other requirements of third party processors of credit card transactions, including, without limitation, systemic problem resolution, planned conversions and enhancements. For those changes where the MERCHANT is responsible for payment, the MERCHANT will pay promptly to IPSP any amounts due upon receipt of IPSP’s invoice. IPSP reserves the right to deduct such amounts from monies owed to the MERCHANT on purchases. IPSP shall provide the MERCHANT with five (5) days prior written notice.

15.3. The MERCHANT agrees to implement any changes requested by IPSP within the time frame specified in the notice. Any failure to comply may result in suspension of the MERCHANT’s access to the Acquirer Processing System until compliance is achieved. The MERCHANT shall indemnify and hold IPSP harmless for any losses, damages, or liabilities arising from such delays.

15.4. IPSP shall not be liable for any disruptions, errors, or costs incurred by the MERCHANT as a result of changes made to the Acquirer Processing System, provided IPSP has acted in accordance with this Agreement and industry standards.

 

16. REPRESENTATIONS AND WARRANTIES

16.1. The MERCHANT will be deemed to represent and warrant to IPSP that for each Purchase:

a) Has performed or will promptly perform all of the MERCHANT’s obligations to the customer in connection with the Purchase evidenced thereby;

b) The Purchase is, in all respects, as required by and in compliance with this Agreement and all laws, rules and regulations, governing the same;

c) The request for Authorization represents a bona fide sale of Merchandise or Services only in the ordinary course of business for the Total Sale Price; and

​d) The MERCHANT has no knowledge or notice that would impair enforceability or collection by IPSP as against the named customer.

16.2. The MERCHANT represents and warrants that:

a) This Agreement constitutes the valid and binding obligation of the MERCHANT and is enforceable against the MERCHANT according to its terms;

b) The MERCHANT has full legal and corporate authority to enter into this Agreement, to perform its obligations hereunder;

c) The MERCHANT is duly constituted and in good standing in the place of its formation.

d) All the information and documents concerning the MERCHANT provided to IPSP in connection with the Merchant’s Application is accurate and true.

 

17.     GENERAL OBLIGATIONS OF THE MERCHANT

The MERCHANT agrees to: a) Observe and comply with any rules or procedures and any changes as IPSP may prescribe upon thirty days written notice thereof; b) Preserve all records pertaining to Purchases and Credits of its customers for three years from date thereof and permit IPSP to examine and verify them at any reasonable time; c) Secure account numbers and Cardholders data behind firewalls or on servers inaccessible from the internet and comply with PCI DSS and other security requirements as required by IPSP and Card Scheme Providers as well as relevant Industry Associations; d) Notify IPSP immediately if its way of doing business or its Service offerings is changing; e) Execute and file such statements and notices as IPSP may request to preserve or protect its interests hereunder; f) Comply with all laws applicable to the MERCHANT’s business activities including, without limitation, any export, import, customs or other restrictions on distributing any goods or Services sold by the MERCHANT; g) Request to develop their website 'Cardholder Detail Screen' in such a way so as to provide the following information: 1. Cardholder Card Number 2. Expiry Date 3. CVC2 Value (a three digit number located on the signature panel) 4. Full Address 5. Email Address 6. *Identity Number 7. *VbV/MasterCard SecureCode * Optional. As and when any of the above is mandated by any of the card schemes these values will be mandatory for the MERCHANT.

 

18.     LIABILITY - INDEMNIFICATION – LIMITATION

18.1. INDEMNIFICATION

18.1.1. The MERCHANT shall indemnify, defend, and hold harmless IPSP, its officers, employees, agents, and independent contractors, from and against any and all claims, losses, damages, penalties, fines, costs, or expenses (including reasonable attorney fees) incurred by IPSP arising directly or indirectly from:

18.1.1.1. The MERCHANT’s breach of this Agreement, including any misrepresentation, negligence, fraud, or willful misconduct.

18.1.1.2. Non-compliance with PCI DSS standards, applicable data protection laws, or card network rules.

18.1.1.3. Submission of fraudulent, illegal, or unauthorized transactions.

18.1.1.4. Excessive chargebacks exceeding agreed thresholds.

18.1.2. In the event of a fine imposed on IPSP by card networks or regulators due to the MERCHANT’s actions, the MERCHANT agrees to reimburse IPSP for the fine, plus an administrative surcharge of 50%. For repeated or severe violations, IPSP reserves the right to impose a penalty not exceeding six (6) times the fine amount, subject to applicable laws.

18.1.3. Penalties imposed on the MERCHANT for breaches shall be capped at documented damages incurred by IPSP, subject to a multiplier of three (3) times the fine amount, unless otherwise agreed.

18.1.4. The MERCHANT shall obtain and maintain insurance coverage sufficient to cover risks associated with fraud, data breaches, and chargeback liabilities. Proof of such coverage must be provided to IPSP upon request.

 

18.2. LIMITATION OF LIABILITY​

18.2.1. IPSP’s aggregate liability, whether in contract, tort, or otherwise, shall not exceed the greater of:

18.2.1.1. The total net processing fees paid by the MERCHANT to IPSP during the immediately preceding three (3) months, or

18.2.1.2. USD 100,000.

18.2.2. IPSP shall not be liable for any indirect, special, consequential, or punitive damages, including but not limited to economic loss, lost profits, or loss of goodwill, even if such damages were foreseeable.

18.2.2.1. Loss of data in transit, except where such loss results from IPSP’s gross negligence.

18.2.2.2. Any delays, errors, or interruptions caused by third parties, including acquiring banks, card networks, or communication providers.

18.2.3. If the MERCHANT instructs IPSP to perform an act that contravenes applicable laws or regulations, the MERCHANT shall indemnify and hold IPSP harmless from all resulting liabilities, claims, or fines.

18.2.4. This limitation of liability shall not apply to damages resulting from IPSP’s gross negligence, intentional misconduct, or fraud.​

 

19.     SPECIFIC OBLIGATIONS OF THE MERCHANT

19.1. It is the MERCHANT’s responsibility and at his own expense to: (a)Set up the connection to IPSP’s systems, according to the technical specifications, requirements and instructions of IPSP (b)To adhere to the technical specifications issued from time to time by IPSP (c)To conform to government regulations, current regulations by the Telecommunications Authority or other relevant Authorities.

19.2. The MERCHANT acknowledges that it shall request authorization through the Acquirer Processing System for all transactions regardless of the transaction amount (zero floor limits).

19.3. The MERCHANT has 7 days from the onboarding mail is sent to him/her/ it (HASH and PASS) to integrate the MID and generate traffic. if not the IPSP, at its own discretion, can close down the MID. In that case, the MERCHANT will have to go through a revised onboarding process and the IPSP will be free to change pricing.

19.4. The MERCHANT will be PCI compliant by the start of operations.

 

20.     IPSP’S WARRANTY & LIMITATION OF LIABILITY

20.1. IPSP will use reasonable and prudent efforts to provide the Acquirer Processing System Services in a reliable manner. IPSP will contract with reliable third parties for the products and Services on which the Acquirer Processing System is dependent, including, but not limited to, communication or network Service providers, whether owned or licensed. Notwithstanding the foregoing however, IPSP does not warrant or represent that the Acquirer Processing System will operate without interruptions or be error free.

20.2. IPSP shall not be liable to the MERCHANT for fraudulent or unauthorized transactions made by the customers of the MERCHANT through the Acquirer Processing System, however or where so ever originated. IPSP will have no responsibility to equip the Acquirer Processing System with the means to intercept or prevent fraudulent or unauthorized transactions.

20.3. IPSP shall not be liable for any loss of data in transit including without limitation between the MERCHANT, IPSP and the credit card associations.

 

21.     CONFIDENTIALITY

21.1. IPSP and the MERCHANT each acknowledge that they may acquire information about the business, customers, operations and financial condition of the other and that this information and the terms of this Agreement are confidential (“Confidential Information”). Both parties agree to comply with applicable data protection laws, including the UAE Personal Data Protection Law (PDPL) and GDPR for cross-border transactions.

21.2. IPSP and the MERCHANT each agree that they will not disclose Confidential Information about the other party to any third party without obtaining prior written consent. Confidential Information does not include Purchase transaction information or information in the public domain or information otherwise rightfully publicly disseminated.

21.3. Confidential Information may be disclosed by IPSP or the MERCHANT pursuant to the request of Credit Card Associations, a government agency, pursuant to a court order or other such legal process or requirement of law or in defense of any claims or causes of action asserted against it.

21.4. The MERCHANT acknowledges the sensitivity of a customer’s data including, but not limited to, a customer’s credit card account numbers, name, address, email address, and demographic, medical and other personal information. The MERCHANT agrees to maintain any such personal information, to the extent possessed by it, in a secure location in a manner which is generally considered by professionals in the computer industry who deal with similarly sensitive personal information as providing a level of security which is reasonable and customary to protect information of that kind from unauthorized disclosure, theft, or misuse, and in line with the PCI requirements and any other requirements as applicable from the relevant industry associations. The MERCHANT will only use such information for proper purposes under this Agreement and in accordance with applicable law. The MERCHANT retains ownership of all customer data. IPSP must delete such data upon termination of the Agreement unless required to retain it under applicable laws.

21.5. The MERCHANT will indemnify and hold harmless IPSP for any losses or claims arising out of the MERCHANT’s breach of this section and in accordance with section 11 hereof.

21.6. The MERCHANT grants the right to IPSP to enquire and inspect the Merchant’s systems and procedures in order to establish that the MERCHANT is in compliance with data security procedures.

21.7. The MERCHANT agrees to maintain PCI DSS compliance at all times. Non-compliance will result in an immediate penalty of $25,000, in addition to any fines imposed by card networks or regulators.

21.8. The MERCHANT must notify IPSP of any data breaches within 24 hours. Failure to notify IPSP will result in a $50,000 penalty.

21.9. IPSP reserves the right to audit the MERCHANT’s systems, financials, and operations at any time to ensure compliance with this Agreement. The MERCHANT agrees to provide access to records, employees, and systems as requested by IPSP.

21.10. IPSP and the MERCHANT agree to comply with applicable data protection laws, including the UAE Personal Data Protection Law (PDPL) and GDPR for cross-border transactions.

21.11. The MERCHANT retains ownership of all customer data. IPSP must delete such data upon termination of the Agreement unless required to retain it under applicable laws.

 

22.     CONSENT TO INVESTIGATE

The MERCHANT authorizes IPSP at any time to obtain investigative reports or consumer reports about the personal and/or commercial finances and activities, creditworthiness, credibility and reputation of the MERCHANT and/or any principals or primary shareholders of the MERCHANT.

23.     TERMINATION OF AGREEMENT AND FURTHER PROVISIONS

23.1. This Agreement will become effective when signed by the MERCHANT and accepted by IPSP in writing and will remain in full force and effect until terminated by either party upon ninety (90) days prior written notice to the other party, except as otherwise provided herein.

23.2. IPSP reserves the right to terminate or suspend this Agreement, in whole or in part, immediately and without prior notice if:

23.2.1. The number of customer disputes, complaints, chargebacks, or credits exceeds the thresholds set by Mastercard, Visa, or other applicable card networks.

23.2.2. IPSP determines, in its sole discretion, that the MERCHANT poses an unacceptable risk to IPSP or its partners, including but not limited to reputational, financial, or legal risks.

23.3. In the event of a material breach of any term of this Agreement, the non-breaching party shall issue a written notice to the breaching party, specifying the breach and requiring its remedy within ten (10) days of receipt of the notice. If the breaching party fails to remedy the breach within the specified period, the non-breaching party may terminate this Agreement immediately upon written notice.

23.4. IPSP will have the absolute right to terminate this Agreement without prior notice under any of the following circumstances:

23.4.1. The MERCHANT engages in or is directly or indirectly involved in illegal activities, morally reprehensible conduct, or activities that contravene United Nations sanctions, international conventions, or treaties.

23.4.2. The MERCHANT fails to comply with IPSP's data security policies, including PCI DSS standards or applicable data protection laws.

23.4.3. The MERCHANT is implicated in activities related to fraud, terrorism, money laundering, child exploitation, or any other unlawful conduct.

23.4.4 The MERCHANT’s actions or omissions lead to regulatory fines or penalties against IPSP or its partners.

23.5. Non-Circumvention: The MERCHANT agrees that it shall not enter into any separate or direct agreement with any bank, acquirer, or processor introduced by IPSP to the MERCHANT for the duration of this Agreement and for a period of three (3) years following its termination. A breach of this clause will result in:

23.5.1. Immediate payment of liquidated damages equal to three (3) times the total fees paid to IPSP under this Agreement during the preceding 12 months, or $250,000, whichever is greater.

23.5.2. IPSP’s right to seek injunctive relief to prevent further breaches.

 

23.6. All obligations incurred by the MERCHANT under this Agreement, including but not limited to indemnification, confidentiality, payment of outstanding fees, and compliance with applicable laws, shall survive the termination or expiration of this Agreement.

23.7. Funds Withholding: Upon termination, IPSP reserves the right to:

23.7.1. Withhold all settlement payments and funds in the Chargeback Reserve Account until a full reconciliation of the MERCHANT’s account is completed, which may take up to 12 months.

23.7.2. Deduct from withheld funds any outstanding fees, fines, or penalties owed by the MERCHANT to IPSP or any third party under this Agreement.

 

23.8. Termination Assistance: Upon termination, the MERCHANT shall:

23.8.1. Cease using IPSP’s services immediately.

23.8.2. Return or destroy all confidential information and materials provided by IPSP.

23.8.3. Cooperate with IPSP to facilitate the orderly conclusion of business and the resolution of any outstanding matters, including disputes and chargebacks.

 

24.     Governing Law

24.1.     This Agreement shall be governed by and construed in accordance with the laws of the UAE, and the courts of Dubai shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.

24.2.     The MERCHANT expressly waives any claims against IPSP for delays, errors, interruptions, or failures in performance arising from or caused by third-party providers, including acquirers, card networks, or telecommunication systems. IPSP's obligations are limited to its direct services, and any liability for third-party actions is expressly excluded.

 

25.     Joint Venture:

This Agreement does not create or establish a partnership, joint venture, agency, or employment relationship between the MERCHANT and IPSP. Each party remains an independent contractor solely responsible for its obligations under this Agreement. Neither party shall have the authority to bind or obligate the other party in any manner unless expressly agreed in writing.

26.     Applicable Time Zone:

Unless explicitly stated otherwise, any reference to time or date herein will be construed according to the time zone in effect in the UAE (Gulf Standard Time). IPSP may specify additional time zones as relevant to specific operational processes or obligations.

27.     Agreement in English

The parties hereby acknowledge and agree that this Agreement, along with any ancillary documents, has been drafted in the English language. In the event of any translation, the English version shall prevail for all legal and interpretative purposes.

28.     Invalid Term

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, such provision shall be severed to the minimum extent necessary, and the remainder of this Agreement shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that achieves, as closely as possible, the intended economic and commercial purpose of the original.

29.     No Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver thereof. Any waiver of a right or remedy under this Agreement must be expressly stated in writing and signed by the waiving party. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

 

30.     Force Majeure

31.1. A party hereto will not be responsible for any failure to perform any obligation hereunder including, without limitation, any failure of the IPSP’s Acquirer Processing System to perform as intended, attributable in whole or in part to: (a) a technological or telecommunications failure; (b) any act of terrorism, industrial dispute, civil unrest, war, or Act of God, (c) any change in any governmental or credit card association laws, regulations, or rules which renders such party’s continued performance impractical; or (d) any unforeseeable set of circumstances outside of such party’s reasonable control.

31.2. In the event of a force majeure, IPSP reserves the right to delay settlements, suspend Services, or terminate this Agreement without any liability. The MERCHANT agrees that IPSP shall not be held responsible for any losses, penalties, or damages caused by delays or interruptions resulting from such events, including failures of third-party providers.

31.3. The affected party shall promptly notify the other party in writing within 24 hours of becoming aware of a force majeure event, including a description of the event and expected impact. The affected party shall use commercially reasonable efforts to mitigate the effects of the event and provide regular updates on its status.

31.4. If the force majeure event continues for more than thirty (30) days, IPSP may, at its sole discretion, terminate this Agreement with immediate effect.

 

32.     Notices

32.1. All notices, demands, requests, or other communications required or permitted under this Agreement shall be delivered using one or more of the following methods:

32.1.1. Email: Notices sent electronically shall be deemed valid if sent to the designated email addresses provided below, and receipt is confirmed either via automated confirmation of delivery or a written reply.

32.1.2. Courier: Notices sent via reputable overnight courier (e.g., DHL, FedEx, UPS) shall be deemed received on the second business day following dispatch.

32.1.3. In Writing: Notices may also be delivered in person or via registered mail with acknowledgment of receipt, as required under UAE law.

 

32.2. Contact Information: notices shall be addressed as follows: