Terms of Service

MERCHANT TERMS AND CONDITIONS

These terms and conditions and its annexures (together the “Terms and Conditions”) are part of a legally binding Agreement (as defined below) between the Merchants (“you”, “your”) and Pay Ten Payment Services Provider LLC (“we”, “us”, “our”). These Terms and Conditions govern your receipt and use of the Pay10 Services

 

1.       DEFINITIONS

“AED” means the official currency of the United Arab Emirates being the dirham.

“Agreement” means, collectively, (a) the Merchant Enrolment Form duly completed and accepted by the Parties; (b) each Schedule to the Merchant Enrolment Form that is expressly stated to apply to the Merchant or to any Pay10 Service availed by the Merchant; (c) these Terms and Conditions, in each case as amended, supplemented or updated from time to time in accordance with the terms thereof. The Merchant Enrolment Form, the applicable Schedules, these terms and conditions and the annexures shall be read together and constitute a single agreement between Pay10 and the Merchant.

“API” means an application programming interface.

“Applicable Law” means all applicable laws and regulations in the UAE including anti-money laundering, data protection laws and CBUAE regulations.

“Business Day” means a day other than a Saturday and Sunday and not a public holiday in UAE.

“CBUAE” means the Central Bank of the United Arab Emirates.

“Card Association” means any card scheme, payment network or association involved in processing Payment Cards of a specific brand, including any domestic card scheme in the Kingdom of Bahrain and international schemes such as American Express Company, Discover Financial Services, JCB Co., Ltd., Mastercard Incorporated, Visa Inc., or any debit network, together with each of their subsidiaries and successors, or any other Card Association supported by Pay10 from time to time.

 

“Confidential Information” means all non-public information, documentation and data, of whatever nature, transmitted or acquired by a Party in relation to matters contemplated by this Agreement, including information concerning transactions, Customers, methods, know-how, trade secrets, new products, development work, marketing requirements and plans, technical information, security mechanisms, procedures and business information, the terms of pricing, and all information whether or not it is marked as “confidential” but which ought to be reasonably considered confidential.

“Customer” means any person who contracts with the Merchant for purchase of goods and/or services and makes a payment by using Pay10 Services.

“Chargeback” means a request from a Customer for an approved and settled Transaction amount to be reversed to such Customer.

 

“Data” means (a) information relating to the Merchant and its business provided to Pay10 or collected by Pay10 in connection with this Agreement, including without limitation the Merchant’s legal name, trading name, addresses, contact details, business activity, licence numbers, settlement instructions, configuration settings, and transaction metadata; (b) Personal Data (as defined in Federal Decree-Law No. 45 of 2021 Regarding the Protection of Personal Data (“PDPL”) or any other Applicable Law) relating to the Merchant’s Customers which is provided to or collected by Pay10 in connection with the Pay10 Services, including names, national ID/EID or passport details, contact details, IBANs, and transaction details;

“Data Breach” means (i) breach, or attempted breach to access, or unauthorized disclosure of any Data; or (ii) Data is lost or destroyed or becomes damaged, stolen, corrupted, or unusable, misused or disclosed to any unauthorized person.

“Fee(s)” means the fees payable by the Merchant to Pay10 for each transaction processed through the Pay10 App, as set out in the Merchant Enrollment Form. The Fees may be reviewed and mutually agreed by the Parties on an annual basis and may also be adjusted to reflect any increase in acquiring costs, regulatory costs or other applicable third-party costs incurred by Pay10 in connection with the relevant Pay10 Service(s).

“Intellectual Property” means any patents, trade or service marks, copyrights, design rights (whether registrable or not), logos, copyright, trade, business and domain names, moral rights, know-how, trade secrets, rights in databases, rights in computer software and any other similar rights or obligations whether registrable or not (and including all applications and renewals or extensions of such rights) in any country.

“Merchant Account” means a virtual account established for Merchant by Pay10 through an API integration or online portal to utilize the Pay10 Services and manage payments.

“Onboarding” means the process that is required to be completed to enable a Merchant to be registered with Pay10 pursuant to which the Merchant would be able to avail of Pay10 Services.

“Pay by Bank” means Open Finance payment initiation service provided by Pay10 as TPP.

“Pay10 APM” means online Alternative Payment Method, enabled for Pay10 App Customer.

“Pay10 Application” means any technological platform, application, website, interface or other digital channel through which Pay10 Services are provided and which enables Merchants and Customers to access, seek, receive and use Pay10 Services, including payment processing products and services, as may be updated, enhanced, modified or replaced by Pay10 from time to time in its discretion.

 

“Pay10 Dynamic QR Devices” payment acceptance points of sale machine via a dynamic QR code generated for a specific single payment provided or enabled by Pay10 for use by the Merchant.

“Pay10 Services” or “Service” means products and services provided either by Pay10, either directly or indirectly through Third Party Service Providers, including payment processing services, Pay10 Biz App, Pay10 APM, Pay10 Dynamic QR Devices, payment gateway services, Open Finance payment initiation service, card payment services, and other products and services as may be provided by Pay10 from time to time.

“Pay10 Biz App” means the mobile application of Pay10 that would enable the Merchant accepting payments.

“Pay10 Biz Online” means the online portal of Pay10 that would provide the Merchant with a Transaction summary dashboard and enable the Merchant to manage and avail the Services.

“Privacy Policy” means the Pay10 Privacy Policy available either on the Pay10’s website or otherwise provided to the Merchant, and which may be modified by Pay10 in its sole discretion from time to time.

“Refund” means a Reversal of a Transaction voluntarily initiated by the Merchant in accordance with this Agreement, whereby funds for a previously authorized and settled Transaction are returned to the Customer.

“Reversal” means a transaction that has been successfully initiated but subsequently reversed prior to settlement, either due to cancellation, error, or system decline.

“Rules” means the rules, requirements, policies, procedures, and standards issued by the Central Bank of United Arab Emirates, Card Associations or other industry bodies such as the PCI Security Standards Council, including without limitation the PCI DSS and the PCI Software Security Framework, or any successor or replacement framework as each may be amended from time to time by the Card Associations or other applicable authorities.

“Settlement” means the amount that will be paid by Pay10 to the Merchant which is formulated as follows: (a) The aggregate Transaction amounts of all unsettled Transactions successfully Authorized up to the point of Settlement; less (b) the aggregate amount of all transactions reversed prior to settlement (excluding Refund, Chargebacks, Pay10 service charges and VAT) less (c) any Chargebacks of Transactions (unless already deducted from the Settlement Amount earlier); less (d) any overpayment made by Pay10; less (e) any other sums due from or payable by the Merchant under this Agreement.

“Special Terms and Conditions” means the terms and conditions applicable to a particular Pay10 Service, added as schedules to the Merchant Enrolment Form.

“Third Party” means any party besides Merchant and Pay10.

“Third-Party Service Provider” means a Third-Party entity that maintains aspects of the Pay10 Services or provides certain bank and/or merchant payment services including but not limited to billing, reporting, Customer service, authorization, and settlement services.

“Transaction(s)” means a financial transaction conducted through Pay10 Service under this Agreement.

“UAE” means the United Arab Emirates.

 

2.       MERCHANT INFORMATION

 2.1    You represent and warrant that (i) all information and documentation You have provided, and will provide, to Pay10 is true and correct in all respects and up to date, and that You understand and agree that any incorrect and/or false information may have adverse action including rendering this Agreement as null and void and/or termination of this Agreement; (ii) You will promptly update Pay10 in writing with any changes to information and documentation You have previously supplied. Pay10 fully reserves its right to, temporarily or permanently, reject, refuse, block, and/or suspend Your access to the Pay10 Services and/or to terminate this Agreement, with or without notice to You, if Pay10 reasonably believes, at its sole and absolute discretion, that You have supplied any information which is misleading, untrue, inaccurate, fraudulent, or incomplete, or Pay10 forms the view, at its sole and absolute discretion, that continuing to do business with You is not in the interests of Pay10; and (iii) You shall at all times use the Pay10 Services for lawful purposes and in full compliance with applicable laws and regulations of the United Arab Emirates.

 3.       SCOPE OF SERVICES

 3.1    Pay10 provides a suite of Pay10 Services. The provision of Pay10 Services to the Merchant is governed by the Terms and Conditions set out herein, the Merchant Enrolment Form and its schedules.

3.2    If the Merchant wishes to avail itself of any additional Pay10 Service(s) from time to time, the Merchant shall request such additional Pay10 Service(s) in writing. Upon Pay10’s approval of such request, the relevant special terms applicable to such Pay10 Service(s) shall be added to the Merchant Enrolment as its schedule. 

3.3    Pay10 may introduce and offer additional or new services from time to time. The provision of any such new services to the Merchant shall be subject to these Terms and Conditions and/or such additional terms and conditions, as required.

 4.       ONBOARDING

 4.1    The Merchant acknowledges that Pay10 is required by applicable laws and regulations to conduct anti-money laundering and counter-terrorist financing checks, credit checks, KYC/KYB verification, fraud-prevention checks and other due diligence enquiries in respect of the Merchant. The Merchant shall fully cooperate with Pay10 in connection with such checks and enquiries, including by completing the Merchant Enrolment Form and providing complete, accurate and up-to-date information and all supporting KYC/KYB documentation reasonably required by Pay10 for its verification and validation purposes. Such information and documentation shall be provided prior to onboarding, periodically thereafter, and promptly upon any change that renders any information previously provided inaccurate, incomplete or out of date.

4.2    Pay10 may conduct such checks and enquiries at any time as it considers necessary to comply with its legal, regulatory and risk-management obligations. Subject to the successful completion of Pay10’s onboarding and due diligence requirements, Pay10 shall notify the Merchant that the onboarding process has been successfully completed.

4.3    Based on Pay10 classification, the Onboarding process will be as follows:

i.                     Enterprise Onboarding: Merchant to email Enterprise KYC documents to Pay10 operations account manager that’s been assigned to Enterprise’s account.

ii.                    SME and Micro Onboarding: Merchant will onboard via Pay10 Bizz App, uploading the SME/Micro KYC documents onto the App/Web Link.

         4.4    Pay10 may make, directly or through any Third Party, any inquiries it deems necessary or prudent to validate the accuracy of Merchant information. Merchant hereby gives unconditional and irrevocable consent to Pay10 to disclose Merchant information for such purposes.

 5.       USE OF PAY10 SERVICES

 5.1    Pay10 services Grant to you

(a)     You are granted a limited, revocable, non-transferable, non-sublicensable, and non-exclusive right to use the Pay10 Services during the Term so long as You are in compliance with (i) all of the terms and conditions of this Agreement, including being current in paying all applicable fees to Pay10 as referenced in the Merchant Enrollment Form; and  (ii) the current policies, procedures, guidelines and restrictions contained in this Agreement and policies, procedures, guidelines and restrictions communicated to You by Pay10, all of which may be amended by Pay10 from time to time. Pay10 shall, directly or through its Third-Party Service Providers, provide the Pay10 Services to You in accordance with this Agreement and the rights granted to You under this Agreement are for the purposes contained in this Agreement and for no other purpose.

(b)     Your use of the Pay10 Services shall be restricted to You, only. You shall not submit Data to Pay10 or otherwise request, initiate, introduce, or process Transactions using the Pay10 Services on behalf of any other entity or individual not cited as the Merchant in the Merchant Application Form attached to this Agreement. Any attempt by You to use the Pay10 Services on behalf of another entity or individual in breach of this Agreement may result in, inter alia, Your obligation to pay to Pay10 additional fees and charges and/or Pay10 may revoke Your right to access or use the Pay10 Services and/or Pay10 may terminate this Agreement without any prior notice to You and/or Pay10 may claim from You any losses or damages arising from such conduct.

(c)     In addition to Your compliance with this Agreement, You will comply, at Your own expense, with all Rules, and applicable laws, regulations, rules, ordinances and orders of governmental authorities. You shall not use the Pay10 Services in any prohibited manner, including, but not limited to, those set forth in Annexure ‘A’ and/or set forth in the Rules and/or in furtherance of any activity that may cause Pay10 or any Third-Party to be subject to, including but not limited to, liability, loss, negative reputational harm, investigation, prosecution, or legal action.

 

(d)     You acknowledge that Pay10 has a legal requirement to carry out money laundering checks, credit searches, know your customer (KYC) and know your business (KYB), and other fraud-prevention enquiries in respect of You. You shall provide full l co-operation to Pay10 in fulfilling this requirement including providing complete  and accurate information together with supporting KYC/KYB documentation for Pay10’s own validation, prior to onboarding, on a periodic basis and upon the occurrence of any trigger event.. Any record of these searches and enquiries may be used by Pay10 by others to make credit, compliance and insurance decisions about You or to prevent fraud and money laundering. Pay10 may provide records of these searches and enquiries to any fraud prevention agencies or competent authorities should You give Pay10 false or inaccurate information or Pay10 suspects fraud. Should Pay10 suspect fraud or You do not satisfy Pay10’s background verification or if You are identified as a sanctioned or high-risk party, Pay10 may provide a record of these searches and enquiries to any regulatory authority or to any competent authorities or agencies.

 

5.2    Data License Grant by You to Pay10

 (a)     You grant Pay10 a royalty-free, non-exclusive, and sublicensable licence to use Data (as defined in this Agreement) solely as necessary for Pay10 to provide the Pay10 Services to You and to perform Pay10’s obligations under this Agreement. Pay10 may collect and hold Data from and about You and Your Customers: (a) for the purpose of providing You with the Pay10 Services (including onboarding, transaction processing, settlement, fraud prevention, and compliance with regulatory requirements); and/or (b) to consider and review Your eligibility and ongoing risk profile for the Pay10 Services.

 (b)     You acknowledge and agree that Pay10 may share Data with its affiliates, Third-Party Service Providers, payment schemes, banks, fraud prevention agencies, government authorities or regulators, and courts, strictly to the extent required for the purposes set out above or as required by Applicable Law. Pay10 shall process Customer Personal Data in accordance with its Privacy Policy and Applicable Laws (including PDPL) and shall implement appropriate technical and organisational measures to protect such Data.

 (c)     You warrant and represent that You have obtained, and will maintain, all required consents, notices and lawful bases to permit Pay10 and its Third-Party Service Providers to process Customer Personal Data in accordance with this Agreement. You shall indemnify Pay10 only to the extent a claim arises directly from Your failure to obtain such consents, notices or lawful bases, or from inaccurate or misleading Data provided by You. This indemnity shall not apply to the extent the claim results from Pay10’s breach of its obligations under this Agreement or its non-compliance with Applicable Law.

 5.3    Support of PAY10 Services

 (a)     Regardless of whether Pay10 Services are provided by Pay10 directly or through a Third-Party Service Provider, You and Pay10 agree that Pay10 (and not the Third-Party Service Provider) will provide  all required support obligations in relation to the Pay10 ServicesYou acknowledge and agree that all such support obligations shall rest solely with Pay10, including in respect of  any Pay10 Services provided by a Third-Party Service Provider, or any additional supplier, agent, vendor, contractor or Third-Party providing any part of the Pay10 Services.

 6.       PAY10’S OBLIGATIONS

 6.1    Pay10 shall provide Pay10 Services in all material respects to the Merchant in accordance with the Agreement, Applicable Laws, and Service Levels and Critical Incident Management provided in Annexure B.

6.2    Pay10 shall obtain and maintain all necessary certifications, licenses and consents and comply with all Applicable Laws.

6.3    Pay10 shall provide Merchant with API documentation, sandbox access, and technical support necessary to maintain an effective integration. Pay10 agrees to use commercially reasonable efforts to ensure that the integration with Merchant remains fully functional and stable.

6.4    Pay10 shall suspend or restrict Pay10 Services to the extent required by law, regulation, or where Pay10 reasonably suspects fraud or misuse.

7.       MERCHANT’S OBLIGATIONS

7.1    Merchant shall provide Pay10 with full and accurate information and documents as required by Pay10, to enable Pay10 to satisfy its Onboarding and ongoing compliance requirements. Failure to provide all necessary information and KYB documents, shall constitute material breach of the Agreement, and Merchant shall be liable to indemnify Pay10 in accordance with Clause 22 of the Agreement. Without prejudice to any other rights Pay10 may have, Pay10 has the right to terminate the Agreement, with immediate effect.

7.2    Merchant will promptly update Pay10 in writing with any changes to information and documentation which the Merchant have previously supplied. Pay10 fully reserves its right to, temporarily or permanently, reject, refuse, block, and/or suspend Merchant’s access to the Pay10 Services and/or to terminate this Agreement, with or without notice to Merchant, if Pay10 reasonably believes, at its sole and absolute discretion, that the Merchant has supplied any information which is misleading, untrue, inaccurate, fraudulent, or incomplete, or Pay10 forms the view, at its sole and absolute discretion, that continuing to do business with Merchant is not in the interests of Pay10;

7.3    Merchant shall integrate Pay10 API and shall ensure that Merchant’s e-Channels are enabled for connection to Pay10 Services. Upon expiry or termination of this Agreement for any reason, Merchant must immediately discontinue use of Pay10 API.

7.4    Merchant shall ensure that it conducts itself in a professional, ethical and transparent manner at all times in relation to this Agreement.

7.5    Merchant shall be responsible for understanding and complying with this Agreement, and any and all applicable laws, bylaws, rules, regulations, operating regulations, policies, procedures, guidelines and manuals applicable on Pay10 Services (as may be as amended, updated or replaced from time to time).

7.6    Merchant shall remain responsible, if it uses any Third Party, for that Third Party’s acts/omissions and must ensure that party holds all required authorizations under Applicable Law for the activities it performs, and for that party’s compliance with this Agreement and Applicable Law.

7.7    The Merchant shall remain solely responsible for the goods and/or services it provides to Customers, including the fulfilment of orders and customer service. The Merchant shall fulfil orders only after receiving confirmation of a successful Transaction through the reporting and/or notification channel(s) agreed with Pay10. Pay10 shall not be liable for any loss, cost, claim, or liability arising from the Merchant’s fulfilment of goods and/or services before receiving such confirmation.

7.8    Merchant shall comply with all reasonable technical, security and privacy directions, standards and specifications by Pay10.

7.9    Merchant shall comply with the Service Levels and Critical Incident Management provided in Annexure B.

 8.       FEES

8.1    In consideration of Pay10 Services, the Merchant agrees to pay Pay10 such Fees as set out in the Merchant Enrollment Form and its accompanying schedules.

8.2    All Fees and charges payable under this Agreement are exclusive of VAT and other applicable taxes.

8.3    For the purposes of Settlement, Pay10 shall remit the applicable Settlement amounts to the bank account designated by the Merchant and verified by Pay10 as part of the Merchant’s onboarding and KYC/KYB/compliance checks. The Merchant may request a change to its designated bank account by submitting updated bank account documentation to Pay10 as part of its KYC/KYB refresh or otherwise as requested by Pay10. Any change to the designated bank account shall be subject to Pay10’s verification and approval and shall take effect only once Pay10 has completed its applicable KYC/KYB, compliance and verification checks. Pay10 shall not be responsible for any delay in Settlement resulting from the Merchant’s failure to provide accurate, complete or updated bank account information or from any verification or compliance checks required in connection with a requested change.

8.4    You are solely responsible for and will indemnify and hold Pay10 and its Third-Party Service Providers harmless from, payment of all applicable VAT Fees and duties (only excluding taxes levied on Pay10 based on its own net income).

8.5    Pay10 reserves the right to increase the Fees by providing the Merchant with at least thirty (30) days’ prior written notice. Any increase in the Fees shall take effect only in respect of Pay10 Services provided on or after the expiry of the notice period. The Merchant may terminate this Agreement by providing written notice to Pay10 at any time during the thirty (30)-day notice period, with such termination taking effect before the revised Fees become effective.

8.6    Pay10 reserve the right to  set-off any amounts due to the Merchant against any amounts owed or other liabilities of the Merchant, now or at any time hereafter due, owing or incurred by the Merchant to Pay10 under, in connection to, or pursuant to this Agreement. 

8.7    If Merchant, in good faith, disputes any portion of the invoiced Fees, Merchant shall submit such dispute to Pay10 within fifteen (15) days from the date of the invoice in question, after which the Merchant shall not have the right to dispute any portion of the invoiced Fees. Merchant shall pay any undisputed portion of such invoice within seven (7) business days from the date of invoice receipt.

8.8    Pay10 shall be entitled to debit the amount equivalent to any fines, penalties and/ or other charges imposed on Pay10 resulting from Chargebacks and any other fees or fines imposed with respect to acts or omissions of the Merchant.

8.9    It is agreed that Pay10 is entitled to the service Fees for every Transaction processed by Pay10 by Customers, irrespective of any Refund as specified herein.

 9.       DATA USE AND SECURITY

9.1    Pay10 warrants and undertakes that it shall process all Data in accordance with Annexure C (Data Processing Agreement), the PDPL and all other Applicable Laws. Pay10 shall handle and protect such Data with due care and maintain its confidentiality in accordance with its obligations under the foregoing and any other applicable data protection, privacy and confidentiality requirements.

9.2    Pay10 will collect, retain, use, store, transmit, process and share information and Data collected from Merchant and Customers, and Pay10 will share such information and Data with its Third-Party Service Providers, in accordance with Pay10’s Privacy Policy.

9.3    Merchant consents, to the collection, use, retention, storage, transmission, processing and transfer of Data collected from the Merchant and Customers, and the sharing of Data with Third-Party Service Providers and other Third-Party vendors, agents, and suppliers, as described in this section and pursuant to Pay10’s Privacy Policy. Merchant agrees to monitor Pay10’s Privacy Policy periodically to review any possible amendments. By using the Pay10 Services after modifications to Pay10’s Privacy Policy, Merchant has agreed to such amendments.

9.4    Pay10, its subsidiaries, Third-Party Service Providers, suppliers and/or their agents and/or contractors may have access to, use, and transfer Data among themselves as necessary for the purpose of the provision and management of the Pay10 Services. Pay10 may further transfer Data with:

(a)     non-affiliated entities that assist Pay10 in providing products and services that Merchant has requested; 

(b)     with companies that provide support services to Pay10;

(c)     with companies that provide marketing services on behalf of Pay10;

(d)     as otherwise provided by law.

          9.5    Each Party must have in place policies, processes, and systems for detecting any Data Breach. Each Party must inform the other Party as soon as it becomes aware or suspects a Data Breach and providing all related details including description of the actual or suspected Data Breach; the number of affected Customers.

         9.6    Pay10, its subsidiaries, Third-Party Service Providers, suppliers and/or their agents and/or contractors may have access to use, and transfer such Data among themselves as necessary for the purpose of the provision and management of the Pay10 Services.

         9.7    Merchant warrants that it has taken such precautions as are necessary to ensure that Data is protected, and that Merchant’s electronic and physical systems are secure from breach, intrusion, virus and compromise by any unauthorized Third-Parties. In the event that Merchant’s system is breached and an unauthorized Third-Party has access to or has accessed Data, Merchant shall notify the designated parties as required under any applicable laws or industry guidelines and shall immediately notify Pay10 of such breach and take such prompt action and precautions as necessary to prevent any continuous or additional breach, and to mitigate any further losses and damages. Merchant agrees and undertakes to fully indemnify Pay10 against any and all losses and damages arising from Merchant’s system being breached and access gained to Data by an unauthorized Third-Party.

9.8    While Pay10 uses commercially reasonable efforts to safeguard Data obtained, processed, stored, and transmitted while using Pay10 Services, Pay10 does not warrant that Data will be processed, stored and/or transmitted without unauthorized interception or modification or that Data will not be accessed or compromised by any unauthorized Third-Parties.

  

          10.    CUSTOMER’S CONSENT

 

10.1 Merchant’s responsibility for Customer Data:

(a)     The Merchant shall ensure that the collection, use, processing and disclosure of Customer Data provided to Pay10 in connection with the Pay10 Services are carried out in compliance with the PDPL and all other Applicable Laws.

(b)     The Merchant shall ensure that it has provided all legally required notices to Customers and established an appropriate lawful basis for the collection and disclosure of their Personal Data to Pay10. Where consent is the applicable lawful basis, the Merchant shall obtain valid consent in accordance with the PDPL and other Applicable Laws.

 

10.2 Customer notices and consent: Without prejudice to clause 10.1, where the Merchant relies on Customer consent as the lawful basis for processing Personal Data, the Merchant shall ensure that such consent:

a)       is freely given, clear, specific, informed and unambiguous, and is obtained in a manner that enables the Merchant to demonstrate that the Customer has provided such consent;

b)       identifies, as applicable, the purposes for which the Customer’s Personal Data is collected, used, processed and disclosed, including its sharing with Pay10 and the relevant categories of Third-Party Service Providers;

c)       identifies the categories of Personal Data that are necessary or mandatory for the relevant purposes and any Personal Data that may be provided voluntarily;

d)       informs the Customer of the applicable rights in relation to their Personal Data, including the right to withdraw consent where consent is the applicable lawful basis; and

e)       provides the Customer with clear and accessible information regarding the means by which the Customer may exercise their applicable rights, including requesting access to, or correction of, their Personal Data.

 

         10.3 Accuracy and lawful disclosure: The Merchant shall ensure that all Customer Data provided to Pay10:

a)       has been collected and disclosed lawfully and fairly;

b)       is accurate, complete and, where necessary, up to date;

c)       is limited to the Personal Data necessary for the relevant purposes; and

d)       may lawfully be disclosed to Pay10 for the purposes of providing the Pay10 Services.

 

The Merchant shall not provide Customer Data to Pay10 where doing so would breach the PDPL or any other Applicable Law.

 

         10.4 Records of consent and lawful basis

a)       The Merchant shall maintain appropriate records evidencing the notices provided to Customers and the consents, authorisations or other lawful bases relied upon in respect of Customer Data provided to Pay10.

 

b)       The Merchant shall, upon Pay10’s reasonable request, provide sufficient information or evidence to demonstrate compliance with this clause, subject to Applicable Laws and the protection of confidential information.

 

c)       Where Pay10 obtains consent directly from a Customer, Pay10 shall maintain appropriate records of such consent in accordance with Applicable Laws and applicable regulatory requirements.

 

         10.5 Withdrawal of consent and data-subject requests: The Merchant shall promptly notify Pay10 if:

(a)     any consent or authorisation relied upon for processing Customer Data is withdrawn, revoked or otherwise ceases to be valid;

(b)     any Customer exercises a right that may affect Pay10’s processing of Customer Data; or

(c)     the Merchant becomes aware of any inaccuracy, deficiency or unlawfulness in the collection, processing or disclosure of Customer Data provided to Pay10.

 

The Merchant shall reasonably cooperate with Pay10 in responding to any applicable data-subject request or regulatory requirement relating to Customer Data provided by the Merchant.

 

         10.6 Retention of records:

(a)     Each Party shall retain records of consents, authorisations and other lawful bases for processing Personal Data for the period required by Applicable Laws and applicable regulatory requirements, or for such longer period as is reasonably necessary to demonstrate compliance with its legal obligations or to establish, exercise or defend legal claims.

(b)     Neither Party shall retain Personal Data for longer than permitted by Applicable Laws.

 

         10.7 Merchant’s responsibility and limitation of liability

The Merchant shall be responsible for any loss, claim, cost, liability or regulatory consequence arising directly from the Merchant’s failure to:

 

(a)     provide the notices required under Applicable Laws;

(b)     establish an appropriate lawful basis for the collection or disclosure of Customer Data;

(c)     obtain valid consent where consent is the applicable lawful basis;

(d)     provide accurate, complete and up-to-date Customer Data; or

(e)     comply with its obligations under this clause.

 

Pay10 shall not be liable for any such loss, claim, cost, liability or regulatory consequence to the extent that it arises directly from the Merchant’s breach of this clause.

 

10.8 Preservation of Pay10’s obligations

 

(a)     Nothing in this clause shall limit or exclude any obligation or liability imposed on Pay10 under the PDPL, Applicable Laws or Annexure C (Data Processing Agreement), including in relation to Pay10’s own processing of Personal Data, information security, confidentiality, data-subject rights or the acts and omissions of Pay10 for which it is legally responsible.

 

11.    USERNAME AND PASSWORD

 

11.1 In connection with Merchant’s rights described in Clause 7, Pay10 will issue to Merchant, or permit Merchant to use a username and password, to enable Merchant and/or Merchant’s employees and agents to access Merchant Account and use the Pay10 Services. Merchant will restrict access to such username, password, and Merchant Account to its employees and agents as may be reasonably necessary and consistent with the purposes of this Agreement and Merchant will ensure that each such employee and agent accessing and using Merchant Account is aware of and otherwise complies with all applicable provisions of this Agreement and any recommendations and notices regarding such use and access. The Merchant is solely responsible for the actions and/or inactions of each such employee and agent, and the Merchant fully indemnifies Pay10 and its Third-Party Service Providers for any losses and/or damages arising from their conduct.

 

11.2 Merchant is solely responsible for maintaining adequate security and control of any and all usernames, passwords, or any other codes that are issued to Merchant by Pay10 or selected by Merchant, for purposes of giving Merchant access to Pay10 Services. Pay10 shall be entitled to rely on information it receives from Merchant and may assume that all such information was lawfully transmitted by or on behalf of Merchant with the necessary authorizations from Merchant.

12      INTELLECTUAL PROPERTY

12.1 Each Party owns and retains all right, title and interest in and to its Intellectual Property rights utilized under or in connection with this Agreement. Under this Agreement, no title to or ownership, whether in whole or in part, of any of the Intellectual Property rights is granted or otherwise transferred to the other Party or any other entity or person, except to the limited extent expressly provided in this Agreement. Each Party agrees to promptly report to the other Party any unauthorized use or infringement of the Party’s Intellectual Property rights which comes to its attention. Each Party reserves the right to take such action as may be appropriate to restrain or prevent the infringement of its Intellectual Property rights. No Party shall, without the prior written consent of the other Party, use any of the other Party’s Intellectual Property Rights, other than as expressly allowed by the other Party in accordance with this Agreement.

          13      CONFIDENTIALITY AND NONDISCLOSURE

13.1 Each Party that receives Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) agrees to use              reasonable best efforts to protect all Confidential Information provided by or disclosed by the Disclosing Party, and in any event, to take precautions at least as great as those taken to protect its own Confidential Information of a similar nature. The Receiving Party will only use the Confidential Information of the Disclosing Party to perform its obligations under this Agreement. Each party agrees that the terms and conditions of this Agreement will be Confidential Information, provided that each party may disclose the terms and conditions of this Agreement to its immediate legal and financial consultants in the ordinary course of its business.

13.2 Each party agrees not to divulge any confidential information, trade secrets or know how or any information derived therefrom to any third person or entity and shall only disclose Confidential Information to employees, agents, contractors, or required third persons on a “need to know” basis who have executed a nondisclosure agreement with similar terms and obligations as restrictive as those set forth in this Agreement.

13.3 The foregoing restrictions will not apply to any information that:

13.3.1 the Receiving Party can document it had in its possession prior to disclosure by the Disclosing Party;

13.2.2 was in or entered the public domain through no fault of the Receiving Party;

13.3.3 is disclosed to the Receiving Party by a Third-Party legally entitled to make such disclosure without violation of any       obligation of confidentiality;

13.3.4 is required to be disclosed by applicable laws or regulations (but in such event, only to the extent required to be             disclosed);

13.3.5 is independently developed by the Receiving Party without reference to or use of any Confidential Information of the       Disclosing Party. 

          14      REPRESENTATIONS AND WARRANTIES

          Each Party represents and warrants that:

        14.1 it is duly incorporated and validly existing under the laws of UAE;

        14.2 the persons entering into this Agreement on its behalf are duly authorized to do so;

        14.3 it is duly authorized, has all necessary permits, approvals, licenses, authorities, powers, consents and authorizations and has taken all necessary action to enable it lawfully to enter into and perform its duties and obligations under this Agreement;

       14.4 any know-your-customer information, reports, or Data provided to the other Party is accurate and true;

      14.5 all statements made pursuant to this Agreement, or in any other document relating hereto are true, accurate and complete in all material respects;

          15 REJECTION

15.1 Pay10 reserves the right, in its sole and absolute discretion, to, with or without cause, reject and/or refuse to process as part of the Pay10 Services any payment by Customer.

 

          16 SETTLEMENT OF TRANSACTIONS

16.1   The frequency of Settlement of transactions to Merchant depends on the number of transactions processed daily. Pay10 undertakes to use its best efforts to provide a Settlement payment to Merchant as per the frequency indicated and agreed to with Merchant. This undertaking is based on all reasonable efforts that Pay10 shall make for matters within its sole control only.

16.2   To the extent that the Settlement amount for any settlement cycle is negative (the Merchant owes Pay10 a payment), including any fees and other amounts payable by the Merchant under this Agreement), Pay10 shall be entitled to recoup such amount from any future amount that becomes due to Merchant, including from the Settlement funds of subsequent Settlement payments that may be due to Merchant.

          17      REFUND

17.1 Pay10 reserves the right, in its sole and absolute discretion, to refund the full amount of any payment made by Customer with respect to any Transaction where for whatever reason, the Merchant is unable to perform/provide the product and/or service (whether in whole or in part) which Customer procured from Merchant.

17.2 The total amount of the Refund amount is to be recovered by Pay10 from the settlement fund due to Merchant. Should the settlement funds be insufficient to recoup the Refund amount, Pay10 may delay (i) processing the refund until sufficient funds become available, always on the understanding that the Merchant indemnifies Pay10 of all liability and claims made by Customer for such refund; and/or (ii) Pay10 may make a claim to Merchant for payment of such refund amount, which amount the Merchant undertakes to pay to Pay10 within two (02) Days of receiving the claim from Pay10.

17.3 If settlement fund is not available, the refund request will be rejected by Pay10 and Merchant will have to initiate a new refund request

          18      RESERVE FUND

 18.1 The Merchant acknowledges Pay10’s right, at its sole discretion, to set the Reserve Fund to be applied by Pay10 to account for and cover for the potential indebtedness of Merchant, including but not limited to, fees, fines, and regulatory penalties, or other financial risks payable from Merchant to Pay10, based on Pay10’s reasonably assessed based on transaction volume, historical performance, potential fine exposure and other potential liabilities. Pay10 has the right to adjust the Reserve Fund level in its discretion from time-to-time to bring it in line with its then current estimates. Upon Merchant’s first request Pay10 will inform Merchant of the information, estimations and assumptions and calculations used by Pay10 to establish the then current Reserve Fund level.

18.2 After termination of this Agreement, the Reserve Fund shall be released by Pay10 in monthly steps to the Merchant to account for any financial exposure by Pay10. The Reserve Fund will as standard be fully released to the Merchant 12 months after processing of Transactions for Merchant has stopped unless specifically identified potential liabilities still exist at that point in time.

 19      DISPUTES

 19.1 Any dispute, disagreements, complaints arising solely from alleged failure by Pay10 to meet its obligations under this agreement or any applicable law or any associated error in the provision of Pay10 Services (Service Disputes), should in the first instance be referred to Pay10’s Support Centre by contacting merchant.support@pay10.ae. We will ensure that all Service Disputes are handled and addressed in a fair and timely manner. We aim to communicate with Merchant regarding the Service Dispute within a period of seven (7) Days from the date of receipt. We aim to respond to Merchant with a decision regarding the Service Dispute within fourteen (14) Days from the date we receive the complaint. 

           20      WARRANTY DISCLAIMER

 20.1 Pay10 Services are provided on an “as is” and “as available” basis without any representations or warranties.

20.2 Pay10 and its Third-Party Service Providers do not represent or warrant that the Pay10 Services will be available, accessible           uninterrupted, timely, secure, accurate, complete, or entirely error free. Merchant may not rely upon any representation or              warranty regarding the Pay10 Services by any Third-Party in contravention of the foregoing statements, including, but not limited to representations by Third-Party Service Providers.

20.3 Pay10 and its Third-Party Service Providers do not make any warranty of any kind, express, implied, statutory or otherwise, including: (i) fitness for a particular purpose; (ii) the Customer Data being complete or accurate, or will meet Merchant’s requirements; or (iii) that Pay10 Services are free from any defects.

20.4 Save as expressly set out in this Agreement, Pay10 does not give any representation or warranty (express or implied) in respect of the subject matter of this Agreement and all warranties and representations which may be implied by statute or otherwise are hereby excluded to the maximum extent permitted by Applicable Law.

 

21      LIMITATION OF LIABILITY

 21.1 Pay10 and its Third-Party Service Providers expressly disclaim any liability or loss, however occurring including negligence, arising from or related to:

21.1.1 disruption of Pay10 Services, systems, server or web site by any means, including without limitation, dos attacks,      software viruses, trojan horses, worms, time bombs, or any other technology;

21.1.2 actions or inactions by any Third-Party, including a Third-Party Service Provider;

21.1.3 unauthorized access to Data or Customer’s Data; or

21.1.4 Merchant’s sale of products or services (including without limitation any risk associated with ach fraud, check fraud,      transaction rating, improperly authorized transactions, legitimate but unauthorized transactions, data transmission     errors, or any action or omission by a Third-Party).

21.2 Neither Party nor any of its parents, affiliates or Third-Party providers, or any of its officers, directors, employees or agents, shall be liable to the other for any indirect, incidental, consequential, special or exemplary damages however or whenever arising, including, without limitation, damages for lost revenue, lost profits, anticipated profits, lost business or injury to business reputation, cost of procurement of substitute services, under any theory of liability or cause of action whether in tort, including negligence, contract or otherwise, regardless of whether it has been advised of the possibility of such damages. Any fines, fees,          penalties, or assessments are direct damages and will not be deemed to be special, incidental, consequential, or punitive damages.

21.3 In any event, it is expressly agreed that each party’s maximum aggregate liability under the Agreement for all types of causes and damages, principal, interests and expenses shall not exceed the amount, excluding taxes, Pay10 received for providing the Pay10 Services to Merchant during the thirty (30) Days preceding the date on which the claim arose or AED1,000.00, whichever is less. 

          22      INDEMNIFICATION

22.1 Each Party hereby undertakes and agrees to defend, indemnify and hold harmless the other Party, its affiliates, employees,             officers and directors (“Indemnified Party”) from and against any and all claims, actions, suits, proceedings, judgments, damages,         liabilities, costs, losses and expenses, including reasonable attorney’s fees, arising directly or indirectly from:

22.1.1 breach of this Agreement, negligent acts or omissions, or wilful misconduct including all its employees;

22.1.2 any breach of representations and warranties;

22.1.3 any violation of Applicable Laws regulations, or industry standards (including but not limited to data protection laws, anti-money laundering obligations, or sanctions compliance), in performing its obligations under this Agreement except for violations of Applicable Law that may be cured;

22.1.4 any act, negligence, default or fraud by the Party, or its employees or representatives;

22.1.5 any Data Breach or any unauthorized access, use, or disclosure of Confidential Information and Data.

22.1.6 any claim or proceeding initiated by any person against Indemnified Party in respect of any Services; or

22.1.7 Any infringement or alleged infringement of Intellectual Property Rights, misuse of branding, or unauthorized use or                    disclosure of confidential information. 

          23      CHANGE OF TERMS AND CONDITIONS

23.1 Pay10 may, from time to time, amend these Terms and Conditions or any other term of the Agreement by providing the Merchant with at least thirty (30) calendar days’ prior notice of the relevant amendment. If the Merchant does not accept the amended terms within such notice period, Pay10 may suspend the Merchant’s access to and use of the Services, subject to the terms of the Agreement and applicable law.

Notwithstanding the foregoing, Pay10 may amend these Terms and Conditions or any other term of the Agreement with immediate effect and without prior notice to the Merchant where such amendment is required to comply with any applicable law, regulation, directive or binding order of a competent authority.

           24      TERMINATION

 

24.1 This Agreement may be terminated at any time and for no    reason by either Party by giving thirty (30) Days’ prior written notice  to the other Party.

24.2 This Agreement may be terminated by either Party with immediate effect without the need for any notice in the following events:

   24.2.1 If any Party violates or does not strictly adhere to any of the terms or conditions of this Agreement, the Special Terms and Conditions of the Services and/or any other agreement entered into between the Parties and such violation is not    remedied within seven (7) days of a written notification.

  24.2.2 If the Merchant is found through an audit or investigation to be participating in any fraudulent activities, or in violation of  the applicable AML and Compliance regulations.

  24.2.3 if Pay10 determines, in its sole discretion, that Merchant’s business practices are detrimental to the achievement of                       Pay10’s business objectives, or if a Pay10’s relationship with its Third-Party Service Provider terminates or the Third-Party Service Provider otherwise ceases supplying Pay10 with services necessary for the delivery of the Pay10     Services.

  24.2.4 If the other Party is at any time declared insolvent or is made subject to similar proceedings leading to insolvency,                 receivership or bankruptcy with the exception of a voluntary liquidation purporting a restructuring or a merger or change of control due to restructuring at conditions accepted beforehand by the other Party.

  24.2.5  If material changes occur in the nature or place of business of the other Party in a manner that substantially impairs the other Party.

24.3 Upon termination of this Agreement for any reason whatsoever, all rights and interests under this Agreement shall be        extinguished and shall be given no further force or effect except that:

   24.3.1 all accrued payment obligations under this Agreement shall survive such expiration or termination;

  24.3.2  the rights and obligations of the parties under Clause 27.11 (SURVIVAL) shall survive termination.

        24.3.3  If the Merchant is deemed “Inactive”, meaning that it processes      fewer than five (5) Transactions in any thirty (30)  consecutive days, for two (2) consecutive months (or such other threshold as Pay10 may determine and notify the Merchant in writing). In such case, Pay10 shall first initiate a review and re-engagement process with the Merchant. If, following such review, the Merchant remains Inactive and no satisfactory resolution is reached, Pay10 may, at its discretion, terminate this Agreement.

24.4 Termination of this Agreement shall terminate all Special Terms and Conditions and all Services provided to Merchant.

    25      AUDITS

 25.1 Pay10 and its Third-Party Service Providers, or their designees, may, during the Term of this Agreement and for a period of 12 months thereafter, conduct an audit of Merchant’s books, records, and operations to verify the accuracy of fees, Merchant’s proper use of the Pay10 Services, and compliance with this Agreement and with Applicable Laws. The auditing party will use reasonable efforts to provide at least five Days’ advance notice of any such audit and will use reasonable efforts to ensure that the audit does not unreasonably disrupt Merchant’s business. Merchant will provide all reasonable cooperation with any such audit and will provide all requested information and records and reasonable access to Merchant’s premises, computer systems, databases, equipment, and personnel. Each party will bear its own costs in connection with any such audit, except that if an audit reveals a material breach of this Agreement by Merchant, Merchant will reimburse Pay10 or the Third-Party Service Provider for its costs incurred in connection with such audit, and where applicable, Merchant will be liable for any and all losses and/or damages arising from such material breach. If the audit identifies that Merchant has underpaid any fees due under this Agreement, Merchant will pay all such amounts within seven (7) calendar days.

          26      GENERAL PROVISIONS

26.1 Non-exclusivity

Each Party acknowledges and agrees that the rights granted to the other Party in this Agreement are non-exclusive, and that, without limiting the generality of the foregoing, nothing in this Agreement shall be deemed or construed to prohibit either Party from participating in similar business arrangements as those described in this Agreement.

26.2 Prohibited Activities

The Merchant acknowledges and agrees that it will not at any time: (i) conduct its business or be engaged in any prohibited activity directly or indirectly; (ii) use Pay10 Services to carry out any illegal or fraudulent activities or to process payments for products or services which is unlawful or violates any applicable local, state, federal, national or international law, statute, ordinance, or regulation including, without limitation, consumer protection laws, unfair competition, antidiscrimination or false advertising.

26.3 Use of logo

The Parties agree that, during the Term of this Agreement, each Party shall be entitled to include the other Party’s logo for reasonable usage in advertisement and marketing relating to Pay10 Services, subject always to the terms of this Agreement such usage complying with that Party’s visual identity, along with any applicable branding rules and guidelines. 

26.4 Notices

All notices to Merchant shall be given electronically, sent to the electronic email address provided by or for Merchant during registration for the Pay10 Services and/or posted in the Merchant Control Panel of Merchant Account. All notices to Pay10 shall be given electronically by sending an email to Pay10’s email address listed within the Merchant Control Panel of Merchant Account.

26.5 Relationship of the Parties

The Parties are independent contractors and nothing in this Agreement shall make them joint venture, partners, employees, agents or other representatives of the other Party. Neither Party shall make any representation that suggests otherwise.

26.6 English Language

If any counterpart of this Agreement is written in a language other than English, the English language version of the executed Agreement shall prevail.

26.7 Electronic Signatures

The Parties acknowledge and agree that this Agreement (including the Enrolment Form), may be executed by electronic signature using UAE PASS, DocuSign or any other electronic signature system agreed by the Parties in writing. Any electronic signature, including an original signature transmitted and received electronically by scanned document, secure email or through an electronic signature service, shall be valid and legally binding and shall have the same force and effect as an original handwritten signature for all purposes of this Agreement.

26.8 Governing Law and Jurisdiction

This Agreement and all matters arising from or relating to it, including its validity, construction, performance, and enforcement, shall be governed by the laws of UAE including the Federal Decree-Law No. (6) of 2025 Regarding the Central Bank, Regulation of Financial Institutions and Activities, and Insurance Business, as amended or replaced from time to time, and the regulations, standards, rules, circulars and notices issued by the Central Bank of the UAE (CBUAE).

The parties will attempt in good faith to negotiate a settlement to any claim or dispute between them arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination. If the dispute is not settled by negotiation within thirty (30) days of the commencement of such negotiation, or such further period as the Parties may agree in writing, the dispute shall be referred to and finally resolved under the exclusive jurisdiction of the courts of Dubai.

26.9 Assignment

Merchant will not have the right or the power to assign any of Merchant’s rights or delegate the performance of any of Merchant’s obligations under this Agreement without the prior written consent of Pay10, including in the case of a merger. Pay10 will have the right, without prior written notice to Merchant, to assign this Agreement to its successors and/or assigns, subsidiaries, affiliates, and/or Third-Party Service Providers.

26.10 Waiver

The failure of any Party to insist on or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. Waiver by either Party of a breach of any provision contained in this Agreement must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself.

26.11 Severability

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision.

26.12 Headings

Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement.

26.13 Force Majeure

Neither Party will be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, disease, strife, wars, strikes or other labour disputes, fires, interruptions in telecommunications, utility, or other catastrophes or any other occurrences which are beyond such parties’ reasonable control (each a “Force Majeure Event”), provided that the Party delayed will provide the other Party notice of any such delay or interruption as soon as reasonably practicable, will use commercially reasonable efforts to minimize any delays or interruptions resulting from the Force Majeure Event and in no event will any failure to pay any monetary sum due under this Agreement be excused for any force Majeure Event. If, despite the impacted Party’s best mitigation efforts, performance of its obligations is hindered or delayed for a continuous period of more than sixty (60) days, either Party may terminate the Agreement by giving fourteen (14) days’ written notice to the other Party.

26.14 Survival

The provisions of this Agreement relating to any fees or other amounts owed, payment of finance charge on unpaid fees, confidentiality, warranties, limitation of liability, indemnification, governing law, severability, headings, Third-Party beneficiary, and any other provisions that by their nature should survive termination shall survive termination or expiration of this Agreement.

26.15 Amendments

Any amendment of or supplement to this Agreement, shall be valid only if made in writing and signed by both Parties

26.16 Entire Agreement

Entire Agreement means the Agreement (as defined hereinabove), together with any document expressly incorporated into the Agreement by reference, and constitutes the entire agreement and understanding between Pay10 and the Merchant in relation to the subject matter of the Agreement, superseding all prior or contemporaneous agreements, understandings, representations, communications and arrangements, whether written or oral, relating to such subject matter.

26.17 Order of Precedence

In the event of any inconsistency or conflict between the documents comprising the Agreement, the following order of precedence shall apply, unless expressly stated otherwise in the relevant document:

 (a) the Merchant Enrolment Form, including any specific commercial terms or amendments expressly agreed therein;

 (b) the applicable Schedule(s) to the Merchant Enrolment Form;

 (c) these online Terms and Conditions; and

 (d) the Annexures to the online Terms and Conditions.

Notwithstanding the above, Annexure (C) Data Processing Agreement shall prevail in relation to the Processing of Personal Data to the extent of any conflict or inconsistency.

ANNEXURE A  – PROHIBITED ACTIVITIES

 

You agree that You will not at any time conduct Your business in any manner that directly or indirectly offers, sells, leases, licenses or displays, delivers, advertises, recommends, or promotes any product(s), service(s), data, information, image(s), text and/or any content which:

 

(i) is unlawful or violates any applicable local, state, federal, national or international law, statute, ordinance, or regulation including, without limitation, Card Association rules, consumer protection laws, unfair competition, antidiscrimination or false advertising;

 

(ii) is associated with any illegal form of adult, sexually oriented, or obscene materials or services, including without limitation, any material clearly designed to sexually arouse the viewer/reader with images of children less than 18 years old and/or escort services;

 

(iii) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party, including, but not limited to, the unauthorized copying and posting of trademarks, pictures, logos, software, articles, musical works and videos;

 

(iv) is threatening, abusive, harassing, defamatory, obscene, libelous, slanderous, deceptive, fraudulent, invasive of another’s privacy, tortuous, or otherwise violate Pay10’s rules or policies;

 

(v) victimizes harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

 

(vi) impersonates any person or entity;

 

(vii) contains harmful content, including, without limitation, software viruses, Trojan horses, worms, time bombs, cancel bots, spy-ware, or any other files, software programs, or technology that is designed or intended to disrupt, damage, surreptitiously intercept or expropriate the Pay10 Services or any system, program, data or personal information or limit the functioning of any software, hardware, or equipment or to damage or obtain unauthorized access to any data or other information of any Third-Party;

 

(viii) violates any applicable export or import laws;

 

(ix) offers or disseminates fraudulent goods, services, schemes, or promotions (i.e., make money fast schemes, chain letters, pyramid schemes) or engage in any unfair deceptive act or practice;

 

(x) is associated with any form of illegal gambling or illegal lottery type services;

 

(xi) is associated with illegal telecommunications or illegal cable television equipment or illegal satellite equipment;

 

                                                       (i)            Is associated with shell banks or shell entities operating as shell companies without physical presence.

                                                     (ii)            Is associated with designated or sanctioned individuals or entities under applicable local and international lists including but not limited to UN Security Council Resolutions

ANNEXURE ‘B’ – SERVICE LEVELS AND CRITICAL INCIDENT MANAGEMENT

 

Service Levels and Critical Incident Management

Pay10 shall maintain commercially reasonable availability and support standards for the Pay10 Services and where applicable Devices. To ensure operational stability and responsiveness, the following Service Levels shall apply:

 

1.   Incident Classification

Incidents will be classified by severity:

Priority	Definition	Example
P1	Full-service outage or complete payment failure affecting all Users	Entire platform down, no transactions process
P2	Degraded functionality impacting major processes or multiple Users	Delays in transaction confirmations
P3	Partial, non-critical issues impacting minor features or isolated cases	Device sync issues at one store
P4	Informational, cosmetic, or low-impact queries	Label misalignments, UI fixes

 

2. Service Level Commitments

Priority	Response Time	Resolution Target	Communication Cadence
P1	30 minutes	2 hours	Every 30 minutes
P2	1 hour	4 hours	Hourly updates
P3	4 business hrs	1 business day	Daily status if required
P4	1 business day	3–5 business days	As agreed

Note: These timelines apply during Working Days and Business Hours unless otherwise agreed.

 

3. Escalation and Oversight

 

In P1 or high-impact P2 scenarios, issues will be escalated to Pay10’s senior technical and account management teams. Both Pay10 and the Merchant agree to designate named SPOCs (Single Points of Contact) to coordinate resolution and ensure rapid decision-making.

 

Escalation Matrix

Level 1	24/7 Support                    (Calls and Emails)	800729110 merchant.support@pay10.ae
Level 2	Email Support If issue unresolved at Level 1	merchant.services@pay10.ae
Level 3	Email Support If issue unresolved at Level 2	escalations@Pay10.ae

 

4.  Monitoring and Reporting

 

Pay10 will maintain tracking logs of reported issues and provide incident reports for P1/P2 cases upon resolution. These may include root cause analysis and remediation steps if required by the Merchant or regulator.

 

ANNEXURE ‘C’ – DATA PROCESSING AGREEMENT

 

This Data Processing Agreement (“DPA“) forms part of the Agreement signed betweenPay10 and the Merchant

 

Pay10 and the Merchant are together referred to as the “Parties” and each a “Party”.

 

This DPA is effective from the Effective Date of the Agreement. If there is any conflict or inconsistency between this DPA and the Agreement in relation to the Processing of Personal Data, this DPA shall prevail.

 

1. Definitions

Capitalised terms not defined in this DPA have the meanings given to them in the Agreement. In this DPA:

 

1.1   “Data Protection Laws” means all applicable privacy, data protection, and cybersecurity laws and regulations that apply to the Processing of Personal Data under the Agreement, including UAE Federal Decree-Law No. 45 of 2021 Regarding the Protection of Personal Data (UAE PDPL), and any Central Bank of the UAE regulatory requirements applicable to Pay10 and/or the Services (including those applicable to retail payment services, stored value facilities and open finance), and only where and to the extent applicable, GDPR and/or UK GDPR.

 

1.2   “CBUAE Regulatory Requirements” means any regulations, standards, directives, circulars, rulebooks, requirements or guidance issued by the Central Bank of the UAE and applicable to Pay10 and/or the Services (as amended or replaced from time to time), including those applicable to retail payment services and card schemes, stored value facilities, and open finance.

 

1.3    “DP” means Data Processing.

 

1.4   “Personal Data” has the meaning given under applicable Data Protection Laws.

 

1.5   “Process”/”Processing” has the meaning given under applicable Data Protection Laws.

 

1.6   “Controller”, “Processor”, and “Sub-processor” have the meanings given under applicable Data Protection Laws (including, where applicable, equivalent concepts under UAE PDPL and/or GDPR/UK GDPR).

 

1.7   “Cardholder Data” means cardholder Data

 

1.8   “PCI DSS” mean the Payment Card Industry Data Security Standard (as updated from time to time), where applicable to the Services.

 

1.9   “Independent Controller” means a Controller that Processes Personal Data for its own purposes and determines the purposes and means of such Processing (and includes “independent data controller” or equivalent concepts under applicable Data Protection Laws).

 

1.10“Security Incident” means any actual or reasonably suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data (or the equivalent concept under applicable Data Protection Laws).

 

2. Parties’ Roles

 

2.1    For Processing of Personal Data under the Agreement where the Merchant determines the purposes and means of Processing, the Merchant acts as Controller and Pay10 acts as Processor. Pay10 acts as an Independent Controller only to the extent set out in Clause 2.3.

2.2    Unless otherwise agreed in writing in the relevant statement of work/order form, and to the extent Pay10 Processes Personal Data on the Merchant’s documented instructions to provide the services under the Agreement, the Merchant acts as Controller and Pay10 acts as Processor.

2.3    Pay10 acts as an Independent Controller for Personal Data that Pay10 Processes to comply with its own legal and regulatory obligations (including AML/CFT, fraud prevention, record-keeping, regulatory reporting, and security monitoring) and for internal business administration, to the extent permitted by applicable law.

2.4    The Merchant is responsible for determining and documenting its lawful basis for Processing, providing required notices to data subjects, and obtaining any consents required under applicable law for the Processing of Personal Data in connection with the Merchant’s goods/services and its use of the services.

 

3. Details of Processing

The details of Processing shall be as follows:

3.1   Subject matter: Processing of Personal Data in connection with provision of payment services and related support under the Agreement, including (where applicable) card payment services, stored value services and open finance/pay-by-bank services.

3.2   Duration: For the term of the Agreement and as necessary thereafter for regulatory retention and dispute resolution, including to comply with Applicable Law and applicable CBUAE Regulatory Requirements (including any record-keeping/retention obligations applicable to the relevant Services).

3.3   Nature of Processing: Collection, recording, organization, structuring, storage, adaptation, retrieval, consultation, use, disclosure by transmission, alignment, restriction, erasure, and destruction, as applicable to provide the services.

3.4   Purpose(s):

3.4.1.  providing and administering the services;

3.4.2.  processing transactions and settlements;

3.4.3.  end-user support and Security Incident management;

3.4.4.  compliance, fraud prevention and security monitoring (including compliance with applicable CBUAE Regulatory Requirements); and

3.4.5.  reporting and auditing as required by law or contract.

3.5   Categories of data subjects: Merchant representatives and authorised users; the Merchant’s end customers/payers (where applicable); and other data subjects whose Personal Data is processed in connection with the services.

3.6   Types of Personal Data: Identification data (name, ID numbers where applicable), contact data, account and transaction data (including where applicable, card payment transaction data, stored value account data and open finance/pay-by-bank related transaction and account reference data), device and technical metadata, and any other data provided by the Merchant in connection with the services.

3.7   Special categories/sensitive data: Not intended to be processed unless expressly agreed in writing and required safeguards are implemented.

3.8   Processing operations requiring prior instruction: International transfers (Clause 8) and engagement of new Sub-processors (Clause 7).

4. Pay10 as Processor: Processing Obligations

4.1    Pay10 shall Process Personal Data only on documented instructions of the Merchant, including with regard to transfers of Personal Data to a third country or international organization, unless required to do so by applicable law.

4.2    If Pay10 considers that an instruction from the Merchant infringes applicable Data Protection Laws, Pay10 shall promptly inform the Merchant and is not required to carry out the instruction to the extent it is unlawful.

4.3    Pay10 shall ensure that persons authorised to Process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

4.4    Pay10 shall implement and maintain appropriate technical and organisational measures to protect Personal Data against Security Incidents, considering the state of the art, the costs of implementation, and the nature, scope, context and purposes of Processing. Pay10 shall also maintain security controls and governance measures required under applicable CBUAE Regulatory Requirements for the relevant Services. Minimum measures are described in Clause 5.

4.5    Pay10 may engage Sub-processors in accordance with Clause 7.

Considering the nature of the Processing and information available to Pay10, Pay10 shall provide reasonable assistance to the Merchant in:

4.6.1 responding to data subject requests;

4.6.2 conducting data protection impact assessments (where required); and

4.6.3 consulting with supervisory authorities, in each case to the extent required under applicable Data Protection Laws.

    4.6.4   Pay10 shall notify the Merchant as soon as reasonably practicable after becoming aware of a Security Incident affecting Personal         Data processed on behalf of the Merchant, and shall provide information reasonably required to assist the Merchant in meeting   its breach notification obligations. Where a Security Incident is reportable under applicable CBUAE Regulatory Requirements,               Pay10 shall comply with its regulatory reporting obligations and shall coordinate with the Merchant (to the extent permitted by       law and regulator directions) regarding relevant facts, impact and communications.

   4.6.5 Upon termination or expiry of the services, and at the Merchant’s written request, Pay10 shall (subject to applicable law and                    regulatory retention obligations) return or delete Personal Data processed on behalf of the Merchant and delete existing copies.

   4.6.6 Pay10 shall make available to the Merchant information reasonably necessary to demonstrate compliance with this DPA and shall allow for audits conducted by the Merchant or an auditor mandated by the Merchant, provided that:

4.6.7 audits are limited to once per 12-month period (unless required by a regulator or following a material Security Incident);

4.6.8 the Merchant provides at least 30 days’ prior written notice (unless a material Security Incident requires urgent verification);

4.6.9 audits are conducted during normal business hours and in a manner that minimizes disruption;

4.6.10 the auditor is bound by confidentiality; and

4.6.11 the Merchant bears its own audit costs. Pay10 may satisfy audit requests by providing appropriate third-party audit reports and certifications where reasonably sufficient.

 

5. TECHNICAL AND ORGANISATIONAL MEASURES

 

5.1.  Pay10 will maintain appropriate security measures, which may include (as applicable):

 

5.1.1   Information security policies and staff confidentiality obligations.

5.1.2   Access control, least privilege, and multi-factor authentication for administrative access.

5.1.3   Encryption in transit and at rest where appropriate.

5.1.4   Secure software development practices and vulnerability management.

5.1.5   Network security controls, logging, monitoring, and alerting.

5.1.6   Incident response procedures and Security Incident management.

5.1.7   Business continuity and disaster recovery measures.

5.1.8   Regular security testing and audits (internal/external), as appropriate.

5.1.9   Segregation of Merchant environments (where applicable) and data minimization practices.

 

       6.     MERCHANT’S OBLIGATIONS

 

6.1.  Merchant shall ensure that its instructions comply with applicable law and that it has a lawful basis to provide Personal Data to Pay10 for Processing.

6.2.  Merchant shall ensure that it provides all required notices to data subjects and obtains any required consents, authorizations, or permissions for the Processing contemplated by the Agreement.

6.3.  Merchant shall not instruct Pay10 to Process Special Category Data (as defined under GDPR) or sensitive personal data except where expressly agreed in writing and where required safeguards are implemented.

 

       7.     SUB-PROCESSORS

 

7.1    Merchant provides a general authorisation for Pay10 to engage Sub-processors to support delivery of the services.

7.2    Pay10 shall maintain a list of Sub-processors used for the services (including hosting, communications, KYC/AML screening, fraud monitoring, and payment network services), together with the location of processing where available; and provide upon request a list of Sub-processors used to support the services. Pay10 will provide reasonable prior notice of any material changes, allowing the Merchant to object on reasonable and documented data protection grounds. If the Parties cannot resolve an objection, the Merchant may terminate the affected service in accordance with the Agreement.

7.3    Pay10 shall impose data protection obligations on Sub-processors that are no less protective than those in this DPA, including appropriate security measures and breach notification obligations.

7.4    Pay10 remains responsible for the performance of its Sub-processors to the extent required under applicable Data Protection Laws.

 

       8.     INTERNATIONAL TRANSFERS

 

8.1    Where Data Protection Laws restrict transfers of Personal Data outside the country/region of origin, the Parties shall ensure an appropriate transfer mechanism is in place prior to such transfer (for example, standard contractual clauses, an adequacy decision, or another valid transfer tool) and subject to CBUAE Regulatory Requirements.

8.2    Merchant instructs Pay10 to transfer Personal Data internationally only where necessary to provide the services (including use of Sub-processors), and Pay10 shall implement appropriate safeguards for such transfers as required by applicable law.

8.3    Where UAE PDPL applies, international transfers shall be handled in accordance with UAE PDPL requirements and any applicable implementing regulations and CBUAE Regulatory Requirements, including applying appropriate safeguards and documenting the legal basis for transfer where required.

 

9.     PCI DSS AND PAYMENT DATA

 

9.1.   Where the services involve Processing, transmission, or storage of Cardholder Data, each Party shall comply with applicable PCI DSS requirements in relation to the systems, people, processes, and environments under its control.

9.2.   Pay10 shall maintain PCI DSS controls applicable to Pay10’s systems used to provide the services, where required. The Merchant remains responsible for PCI DSS compliance for Merchant-controlled environments (including the Merchant’s e-channels, devices, networks, and any systems not provided by Pay10) and for ensuring Cardholder Data is collected and transmitted to Pay10 using secure and compliant methods.

9.3.   Where Pay10 is required to maintain PCI DSS compliance for the relevant services, Pay10 shall, upon the Merchant’s reasonable written request, provide Pay10’s then-current PCI DSS attestation of compliance or equivalent evidence of compliance, subject to confidentiality restrictions.

9.4.   The Merchant must not store sensitive authentication data after authorisation (including the card security code (CVV/CVC), PIN data, or full track data). Any permitted storage of Cardholder Data must be encrypted and handled in accordance with PCI DSS and applicable law.

 

       10.     ORDER OF PRECEDENCE

 

10.1  In relation to Personal Data Processing, this DPA prevails over the Agreement. For all other matters, the Agreement shall prevail.

 

       11.     TERM

 

11.1  This DPA remains in effect for the duration of the Agreement, and survives termination to the extent necessary to comply with return/deletion and audit obligations, and any statutory/regulatory retention requirements.

 

       12.     GOVERNING LAW AND JURISDICTION 

 

12.1  This DPA is governed by the same governing law and jurisdiction provisions as the Agreement, unless required otherwise by mandatory Data Protection Laws.