Agreement Overview This document, along with the Privacy Policy, constitutes a legal agreement ("Agreement") between you ("Sub Merchant") and Paydial.ae ("Paydial," "we," "our," or "us"). This Agreement governs your relationship with Paydial and outlines the terms for using Paydial’s Online Payment Gateway Services, including the collection and transfer of payments made through online transactions.

By working up with Paydial, or using any part of the service, you expressly agree to be bound by these Terms and Conditions. If the parties have agreed in writing to any specific terms for individual services, those will take precedence for those specific arrangements.

This Agreement is deemed to have been entered into at Paydial's administrative office located in C 1801-17 Ontario Tower, Business Bay, Dubai, UAE. We reserve the right to modify these Terms and Conditions at our discretion, with any changes taking effect immediately upon posting on our website. It is your responsibility to review this Agreement periodically. Continued use of the services following any changes implies acceptance of the revised terms. If you disagree with the amended terms, you must stop using the services immediately. Violation of these Terms may result in suspension or termination of your access to the services.

This Agreement is an electronic document under UAE law, and it does not require a physical signature. It is governed by the laws of the UAE and follows the rules and guidelines set by the Central Bank of the UAE, financial institutions, and card companies.

Scope of Services Paydial facilitates the use of online payment gateways through partnerships with acquiring banks, financial institutions, card companies, payment instrument providers, issuing banks, software vendors, and third-party service providers (collectively referred to as "Facility Providers"). These services include electronic commerce solutions such as internet banking, online payment gateways, and payment settlement services. Paydial processes payment instructions made by customers on Sub Merchants’ websites or apps.

In partnership with Facility Providers, Paydial helps authorize, settle, and transfer funds from customers’ bank accounts to Sub Merchants, ensuring smooth transaction processes.

Paydial has also established a website under the domain name www.paydial.ae to allow Sub Merchants to connect with various payment gateways and Facility Providers. This enables customers to place orders and make payments securely online.

Sub Merchants must follow the approval and registration process as specified by Paydial in order to access these services.

1. Definitions:
• Acquiring Bank refers to the financial institutions and banks that are licensed to handle, authorize, and authenticate online payment transactions on behalf of Paydial and its merchants.

• Agreement means this document, including any declarations, indemnities, schedules, appendices, or annexes incorporated within, governing the relationship between Paydial and the Sub Merchant.

• Authentication is the process of verifying a customer’s identity, typically performed by the card company, issuing bank, or payment instrument provider, to ensure secure transactions.

• Authorization refers to the approval process by which an issuing bank, acquiring bank, payment instrument provider, or card company approves a charge for a transaction initiated by a customer on a Sub Merchant’s platform, including their website, app, or payment link.

• Business Days means any day when Paydial and its Facility Providers are operational in Dubai, excluding Fridays and public holidays observed in Dubai.

• Card Company/ies includes national or international payment networks, such as MasterCard, Visa, American Express, Diners, Maestro, and Rupay, that authenticate, authorize, and facilitate card transactions.

• Chargeback refers to the approved reversal of a transaction made by the customer due to reasons such as unauthorized use of card information, duplicate transactions, erroneous charges, or deficiencies in the product or service provided by the Sub Merchant.

• Customer means an individual holding a valid payment instrument, seeking to purchase products or services from the Sub Merchant and completing payment via the Internet using the available payment methods.

• Customer Order refers to an order placed by a customer on the Sub Merchant’s platform for purchasing a product or service, which is identified by a unique Customer Order number, enabling tracking and review of the order's status by the customer.

• Customer Charge refers to the total amount payable by a customer, which includes the sale price of the product or service, any applicable taxes, shipping charges, and additional fees related to the transaction.

 o For products, it means the total cost, including taxes, shipping fees, and any other charges associated with delivering the product.

 o For services, it means the service price along with all applicable taxes, costs, and fees.

• Delivery means:

 o For products, it involves delivering the purchased product to the customer’s specified address using a recognized courier service.

 o For services, it means the fulfillment of the service as requested by the customer, with proof of delivery being submitted electronically to Paydial via their merchant backend system. Paydial and Facility Providers may request physical proof of delivery for verification purposes.

• Effective Date refers to the date the Agreement is executed by the Sub Merchant, marking the start of the relationship.

• Facility Providers refers to acquiring banks, financial institutions, card companies, issuing banks, payment instrument providers, software vendors, and third-party service providers that assist in the authorization, authentication, and processing of online payments. These providers allow Paydial to use their internet payment gateways to process customer transactions.

• Financial Institutions means banks or non-banking financial entities, aside from acquiring banks and card companies, that are authorized to issue online payment instruments or facilitate online transactions.

• Issuing Bank/Institution refers to the bank or institution that issues the customer’s payment card or other payment instrument used to complete a transaction on the Sub Merchant’s platform.

• Payment Instrument refers to any valid physical or digital payment method, such as a credit card, debit card, or digital wallet, issued by a recognized card company, financial institution, or payment provider, which customers use to complete online transactions for products or services.

• Payment Instrument Provider refers to any authorized entity that issues online payment instruments, such as prepaid cards or digital wallets. This definition excludes card companies, acquiring banks, and financial institutions.

• Product refers to a tangible item that is manufactured or distributed by the Sub Merchant and purchased by the customer using a valid payment instrument.

• Proof of Delivery refers to sufficient documentation proving that:

 o For products, the item was delivered to the customer, including evidence like charge slips or bills. These records must be retained by the Sub Merchant for at least one year and made available for inspection by Paydial or its Facility Providers if requested.

 o For services, evidence such as invoices or bills indicating that the service was rendered must be maintained for at least one year and provided to Paydial or its Facility Providers upon request.

• Payment Mechanism means the entire system used by Paydial and its Facility Providers to process and facilitate online payments, utilizing internet banking, e-commerce, and payment gateways, as well as any other methods introduced by Paydial from time to time.

• Refund refers to the process where a Sub Merchant issues a refund to a customer through the merchant panel provided by Paydial, returning the amount paid for a product or service.

• Service refers to any tangible or intangible service provided by the Sub Merchant to the customer, with payment made via a valid payment instrument.

• Transaction Discount Rate (TDR) refers to the non-refundable fee charged by Paydial to the Sub Merchant for each transaction processed through Paydial’s payment gateway. The TDR includes fees charged by card companies, banks, and other processing partners, and may be revised periodically. Paydial will notify Sub Merchants of any changes to the TDR at least seven days prior to implementation.

• Transaction means any customer order resulting in the delivery of products or services by the Sub Merchant, where payment is processed successfully through Paydial's payment mechanism.

• Paydial’s Website/Site refers to the website operated by Paydial, located at https://www.paydial.ae designed to enable Sub Merchants to manage transactions and process payments from their customers.

• Sub Merchant’s Website/Site refers to the Sub Merchant’s own website, app, or other online platform where customers can place orders and complete payments for products and services through Paydial's payment gateway.

2. Term; Non-Exclusive
• Term: This Agreement shall take effect from the Effective Date and will remain valid until it is either terminated by Paydial or the Sub Merchant, or until it is otherwise ended as provided under the terms of this Agreement.

• Non-Exclusive: Paydial reserves the right to provide similar services to other parties, including competitors of the Sub Merchant, without any restrictions or exclusivity.

3. Payment Terms Subject to the terms outlined in this Agreement, Paydial will transfer the Customer Charge collected from transactions on the Sub Merchant’s platform to the Sub Merchant’s designated bank account. These payments will be made after deducting applicable fees, including the Transaction Discount Rate (TDR) as outlined in Annexure A, any invalidated payments, chargebacks, refunds, refund processing fees, bank charges, penalties related to excessive chargebacks, applicable taxes, and any other outstanding amounts owed by the Sub Merchant to Paydial.

If there are insufficient funds in the Sub Merchant’s account, Paydial reserves the right to claim the shortfall from the Sub Merchant. The Sub Merchant must pay any outstanding amounts to Paydial without delay once a claim has been received.

Rejection of Payment:
Paydial and its Facility Providers have the right to reject payments related to Customer Orders in the following cases:

• The Sub Merchant has not obtained the necessary authorization for the transaction.
• The product or service was not delivered as promised, or the customer refuses to pay due to dissatisfaction with the product or service.
• The issuing bank of the customer card indicates that the card number does not match any number on record.
• Payment for the customer order or relevant installment has already been made.
• Products or services are offered by the Sub Merchant without prior written approval from Paydial.
• The Sub Merchant fails to confirm the Customer Order within the allowable time frame on the Paydial merchant panel.
• Any outstanding amounts owed by the Sub Merchant to Paydial.
In cases where Paydial or its Facility Providers are entitled to reject payment or demand a refund, Paydial has the right to offset the amount owed by the Sub Merchant through the following actions:
• Directly debit the Sub Merchant’s account held with Paydial.
• Deduct the outstanding amount from future payments to the Sub Merchant.
• If there are insufficient funds, Paydial may claim the amount from the Sub Merchant, who is required to make immediate payment for the outstanding amount related to the rejected payment or refund.

Payment of Customer Charge:
Payments related to Customer Charges will be processed in accordance with the TDR and other charges, as agreed upon by both parties through written electronic communication. Payments will be made to the bank account designated by the Sub Merchant, following receipt of Proof of Delivery of the corresponding product or service. Paydial will disburse payments to the Sub Merchant as soon as practicable after the relevant dates. Please note that the TDR charged by Paydial is non-refundable, although the Sub Merchant may be responsible for refund-related charges required by Facility Providers.

Sub Merchant's Minimum Deposit Account Balance (if applicable): The Sub Merchant and Paydial may agree to retain a minimal amount, referred to as the "Reserve Deposit Amount," from amounts payable to the Sub Merchant. This reserve will help mitigate any potential risks, such as chargebacks or refunds. Paydial may, at its discretion, impose additional transaction limits or reserve amounts on the Sub Merchant’s account, either temporarily or permanently, to protect against the risk of loss.

4. Sub Merchant Commitments and Responsibilities
Paydial and its Facility Providers are not involved in disputes between the Sub Merchant and customers. Any disagreements about products or services, including incomplete or defective offerings, shall remain between the Sub Merchant and the customer. Paydial and its Facility Providers will not be party to any legal proceedings arising from such disputes.

The Sub Merchant agrees to settle any outstanding amounts, including chargebacks, refunds, or any excess payments, within seven (7) days of receiving a claim from Paydial. Furthermore, the Sub Merchant guarantees compliance with all applicable laws and regulations, including those set by the UAE Central Bank, Paydial, and its Facility Providers.

If the Sub Merchant violates any legal standards, resulting in penalties or fines imposed on Paydial, the Sub Merchant will promptly reimburse Paydial for these costs. The Sub Merchant must also refrain from requesting sensitive customer information such as passwords or PINs.

In case of any conflict between the terms of this Agreement and the standards of Facility Providers, the latter will take precedence. Additionally, Paydial and its Facility Providers do not guarantee any customer transactions, and the Sub Merchant acknowledges that customers must place orders independently, not on behalf of others. Paydial’s services should only be used for the Sub Merchant's approved platform and products/services. Any deviation from this will be subject to Paydial's discretion, including potential suspension of payouts or termination of services.

The Sub Merchant agrees to maintain the security of the payment link between its platform and Paydial’s systems. Any security breaches resulting in losses will be the responsibility of the Sub Merchant, and Paydial must be indemnified for such losses.

Furthermore, the Sub Merchant grants Paydial the right to use its trademarks and logos for marketing purposes. The Sub Merchant must ensure that it holds valid licenses and is authorized to sell products/services online. Any updates to the Sub Merchant’s business details must be shared with Paydial, and KYC documents must be provided annually.

5. Data Protection
Both Paydial and the Sub Merchant will comply with relevant data protection laws, including the General Data Protection Regulation (GDPR) and any applicable privacy regulations.

Paydial may collect and process personal information related to the Sub Merchant and its customers for the purpose of fulfilling its obligations under this Agreement. The Sub Merchant guarantees that it has obtained consent from its customers for such data collection and processing, and it will provide proof of such consent upon request.

If the Sub Merchant stores customer data, it must comply with PCI DSS standards. If it fails to do so, the Sub Merchant will be liable for any resulting claims or penalties and must indemnify Paydial.

6. Fair Use of Paydial Services
The Sub Merchant may only use Paydial's services to receive payments for approved products or services. Any unauthorized use may result in legal action, penalties, or suspension of payouts by Paydial. The Sub Merchant is also responsible for ensuring that the services are not used for fraudulent or illegal activities, such as the misuse of credit cards.

In the event of fraudulent activity, the Sub Merchant must cooperate with Paydial and provide necessary transaction details promptly. Transaction data will be stored by Paydial for up to one year from the transaction date, after which it will be automatically deleted.

If Paydial suspects that the Sub Merchant has committed fraud or violated the agreement, Paydial has the right to suspend payouts pending investigation. No interest will be paid on suspended funds during the inquiry, and Paydial may impose penalties or deduct amounts from future payouts if a breach is confirmed.

Similarly, if a customer commits fraud against the Sub Merchant, Paydial can suspend payouts related to the disputed amount until the issue is resolved. Authorization for transactions must be obtained in real-time through Paydial’s systems.

7. Chargebacks and Refunds
The Sub Merchant assumes full responsibility for any chargebacks or refunds requested by customers or issuing banks. These will be handled in accordance with the processes established by Paydial and its Facility Providers. Refund requests must be initiated within 90 days from the transaction date, and the Sub Merchant must make the payment of the chargeback or refund amount within 48 hours of receiving a request.

The Sub Merchant agrees to indemnify Paydial against any disputes, penalties, or costs arising from chargebacks or refunds. If chargebacks or refunds become excessive, Paydial may impose additional conditions, including higher processing fees, retention of reserves, delayed or blocked payouts, or suspension of services.

Paydial is authorized to deduct any outstanding amounts related to chargebacks or refunds from the Sub Merchant’s account. If funds are insufficient, the Sub Merchant must cover the shortfall within 48 hours. Failure to make timely payments will result in interest charges of 2-4% per month. The Sub Merchant fully indemnifies Paydial and its Facility Providers against claims arising from insufficient funds or non-payment of refunds.

To avoid issues with refunds due to insufficient account balances, the Sub Merchant may request a credit facility from Paydial. If granted, the Sub Merchant will have up to seven days to arrange funds for refunds. The Sub Merchant agrees to the terms governing this credit facility and acknowledges that Paydial's transaction fees (TDR) will not be refunded, regardless of the outcome of the chargeback or refund.

8. Indemnity
The Sub Merchant agrees to indemnify, defend, and hold harmless Paydial, its Facility Providers, and their officers, directors, and agents against any actions, claims (including third-party claims), liabilities, penalties, demands, or expenses arising directly or indirectly from:

• Breach of any obligations, warranties, or commitments by the Sub Merchant.
• Breach of confidentiality or intellectual property rights.
• Claims from Customers or third parties relating to Products or Services offered by the Sub Merchant.
• Any act of negligence, misrepresentation, fraud, or misconduct by the Sub Merchant, its employees, or agents.
• Chargebacks, refunds, or the Sub Merchant’s failure to pay any amount owed to Paydial.
• Breach of legal regulations, including those imposed by the Central Bank of the UAE.
• Any fines, penalties, or interest imposed on Paydial due to the Sub Merchant’s actions or transactions.

This indemnity will continue even after the termination of the agreement.

9. Warranty
Paydial and its Facility Providers offer no warranties, whether express or implied, regarding the services, including but not limited to merchantability or fitness for a particular purpose. The Sub Merchant acknowledges that services may not always be uninterrupted or error-free and may be discontinued without notice due to actions by Facility Providers.

In case of service interruptions, Paydial’s sole obligation is to make reasonable efforts to restore access to the services as quickly as possible.

If a Customer raises a claim against Paydial or its Facility Providers, the Sub Merchant agrees to release Paydial from all claims or damages arising out of these disputes. Paydial will not be liable for any loss or damage, whether direct or indirect, arising from the use of its services.

10. Limitation of Liability
Paydial will not be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits or revenue, even if advised of such damages. Paydial shall not be responsible for any claims from Customers or third parties under any circumstances.

11. Termination
Immediate Termination:
• Breach: Either party may terminate the Agreement immediately if the other party breaches any terms.
• Violation of Law: The Agreement can be terminated without notice if the Sub Merchant is found to be violating any law, rule, or regulation, or if any criminal or civil action is initiated due to their use of Paydial services.
• Disruption: If the services are disrupted or terminated by a Facility Provider, Paydial may immediately terminate the Agreement.
• Notice: Either party can terminate the Agreement with 30 days' written notice.
• Non-Use: Paydial may terminate the Agreement if the Sub Merchant does not use the services for 180 consecutive days.
• Withholding Charges on Termination: Upon termination notice, Paydial can withhold 40% of the amounts payable to the Sub Merchant for 210 days. In cases of breach by the Sub Merchant, Paydial may withhold 100%.

12. Intellectual Property
Each party retains ownership of its products, services, and intellectual property unless otherwise agreed in writing.

13. Force Majeure
Paydial and its Facility Providers are not liable for non-performance caused by events beyond their control (e.g., natural disasters, wars, government actions, or technological failures). Obligations will be suspended during the force majeure event, and both parties must seek mutually acceptable solutions.

14. Sub-ID Creation
Sub Merchants may refer Business Associates to receive online payments. Paydial will create sub-IDs for these associates, and the Sub Merchant will provide necessary documents for onboarding. The Sub Merchant is responsible for any claims, chargebacks, or refunds associated with Business Associates' sub-IDs. Paydial reserves the right to approve or reject any sub-ID requests. Termination of the Agreement will automatically terminate all sub-IDs.

15. General Provisions
• Entire Agreement: This Agreement replaces all prior agreements between the parties.
• Relationship: The Agreement does not create a partnership or joint venture between the parties.
• Severability: If any provision is unenforceable, the remaining provisions remain valid.
• Amendments: Paydial can amend the terms, which will become binding upon notification to the Sub Merchant. If not acceptable, the Sub Merchant must notify Paydial within five days.
• Assignment: The Sub Merchant cannot assign the Agreement without Paydial’s written consent.
• Rights and Remedies: All rights and remedies are cumulative. Failure to enforce any provision does not waive future enforcement.
• Survival: Certain provisions will remain in effect even after termination.
• Jurisdiction: The Agreement is governed by the laws of the UAE, and disputes will be settled in Dubai courts.
• Notices: Written notices must be delivered to Paydial’s office. Emails and registered mail are acceptable forms of notice.

16. Arbitration
Disputes will be settled through arbitration under the rules of the London Court of International Arbitration, to be held in the Dubai International Financial Centre. Arbitration will be conducted in English, and the award will be final and binding. The Agreement is governed by UAE law, and the courts of Dubai have exclusive jurisdiction.