Terms & Conditions

DEFINITIONS AND INTERPRETATION

1.1

DEFINITIONS

In this Agreement, the various terms and phrases used shall be understood to have the meaning or description attributed to them as described herein below:
Acquirer: An institution that has Card Associations authorization for transaction processing services and Merchant will be required to enter into an Agreement as a part of the onboarding process.
Authorization: The electronic process by which a payment transaction is transmitted for approval or decline by the issuing bank through Card Association using TotalPay Services;
Authorized Person/s: An employee of the Merchant authorized by the Merchant to access any software relating to the payment gateway for acceptance of E- Commerce Transactions;
Business Day: A Day (other than a Saturday, Sunday or public holiday) on which TotalPay open for general business in the UAE;
Card: A valid payment card issued by a licensed issuer which bears any of the internationally recognized logos of the card schemes such as Visa International, MasterCard International or any other valid credit and/or debit cards approved by UAE banks from time to time;
Card Associations: Also known as Card Network, is an organization that facilitates payment card transactions. It regulates who, where, and how cards are used. Examples of card associations include Visa, Mastercard, American Express, Diners Club (Discover), China UnionPay and JCB.
Cardholder: An individual who is authorized to use the card and whose name is embossed/printed on the Card;
Card Transaction Data: Details of an E-commerce Transaction in a form approved by acquirer using TotalPay services;
Country of Domicile: The country in which the Merchant or Cardholder reside;
E-commerce Transaction: A transaction between the Merchant and Cardholder over the Internet processed by acquirer using TotalPay Services through Merchant’s website with respect to the Purpose;
Fees and Charges: All fees, costs, expenses, levies or taxes including VAT payable by the Merchant to TotalPay in connection with TotalPay Service as agreed in the Merchant Application Form or otherwise stipulated in the Agreement;
Merchant Application Form: Shall mean the form as appended in Annexure 1;
PCI-DSS: The Payment Card Industry Data Security Standards;
Record/s: An electronic record containing full information of the E- commerce Transaction Processed by TotalPay. TotalPay Service: Online payment application to send E-commerce transaction via acquirer to verify, accept or decline and manage the financial data gathered from merchant e-commerce site or received from any other manual or automatic sales management system on behalf of the Merchant using internet within the framework of this agreement;

1.2

INTERPRETATION

1.2.1	Any reference to the Parties includes, when appropriate, their authorized representatives as well.
1.2.2	Except where the context otherwise requires, words denoting the singular include the plural and vice versa.
1.2.3	Unless otherwise stated, a reference to an article is to an Article of this Agreement.
1.2.4	Side headings in this Agreement are for ease of reference only and do not affect the construction of any provisions.
1.2.5	The Preamble, statement of Parties, Recitals, Appendices and Annexures, if any, shall form part of the Agreement.

APPOINTMENT

2.1

TotalPay hereby appoints the Merchant for accepting the Cards using TotalPay Services as a means of payment for an E-commerce Transaction for the Purpose in a Card not present environment and the Merchant accepts such appointment, subject to the terms of this Agreement.

2.2

This Agreement shall become effective when signed by both the Parties and shall remain in effect until terminated by written notice in accordance with the terms of this Agreement.

2.3

During the term of this Agreement, the Merchant may appoint TotalPay as a provider of the services offered hereunder. Nothing in this Agreement shall restrict the Merchant or its affiliates from engaging other service providers to perform similar services, provided that the Merchant ensures compliance with applicable card scheme rules and laws in respect of each provider engaged.

OBLIGATIONS OF MERCHANT

The Merchant hereby covenants and undertakes to TotalPay the following:

3.1

Merchant has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby;

3.2

Merchant maintains and shall at all times during the term of this Agreement maintain applicable licenses, consents and permissions necessary to perform its obligations under this Agreement;

3.3

Merchant shall comply with all TotalPay’s reasonable instructions that it may receive in relation to, or in connection with, this Agreement;

3.4

Merchant shall honor the Cards presented as a means of payment for an E-Commerce Transaction by accepting them

3.5

Merchant shall not participate in the promotion and acceptance of payment in relation to online businesses restricted and prohibited by laws of United Arab Emirates;

3.6

Merchant shall accept payments made by a Cardholder as per Merchant’s internal policies on Merchant’s website;

3.7

Merchant shall not specify any minimum E-commerce Transaction amount for acceptance of Cards;

3.8

For each E-commerce Transaction, the Merchant shall obtain an Authorization using TotalPay Services;

3.9

Any claim or dispute regarding return of services shall be settled directly between the Merchant and the Cardholder;

3.10

In the event of the return of services which comply with the Merchant’s published refund policy, the Merchant will obtain a confirmation from the Cardholder and forward the request to TotalPay in order to process the refund;

3.11

Merchant shall retain copies of all complete online transaction records for minimum of 24 months from the date of the E-commerce Transaction or for period as required under the applicable law, regardless of the expiry or early termination of this Agreement;

3.12

Merchant must provide the copies of complete online transaction records as and when requested by acquirer to TotalPay within period of 7 calendar days from the date of request. If Merchant fails to make available any such copies, the Merchant agrees to indemnify TotalPay in full for all damages, losses or costs which TotalPay may sustain as a result of being unable to obtain such records;

3.13

Merchant shall not request or use any Card or Cardholder information for any purpose that it known or should have known to be fraudulent or in violation of the law or any rules, operation regulations, procedures, or policies which are communicated by TotalPay;

3.14

Merchant shall not add any surcharges to E-commerce Transactions unless the applicable law expressly allows that the Merchant to impose a surcharge. Any surcharge amount, if allowed, must be included in the E-commerce Transaction and may not be collected separately;

3.15

Merchant shall comply with all rules, instructions and procedures contained in this Agreement, and any other procedure or guidelines which may be supplied by ac TotalPay from time to time. TotalPay may issue from time-to-time amendments in connection with this Agreement and procedures. Such amendments shall become an integral part of this Agreement without the need to enter into a separate addendum and the Merchant undertakes to comply with such amendments that do not conflict with the Purpose of the Merchant under this Agreement;

3.16

Merchant shall not submit to TotalPay for Authorization any other data relevant to any transaction other than the E-commerce Transaction contemplated under this Agreement;

3.17

Merchant shall not sell, purchase, provide, or exchange any Card or Cardholder information in any form to any third party other than TotalPay Authorized Persons or pursuant to an official court order. The Merchant therefore must keep all systems containing Cardholder and E-commerce Transaction information in a secure manner and in compliance with PCI-DSS standards to prevent access by or disclosure to any third party other than TotalPay;

3.18

Merchant shall not use E-commerce Transaction Data for any other purpose except for determining whether or not the Merchant should accept Cards in connection with this Agreement;

3.19

Merchant shall not make any cash refund to a Cardholder for E-commerce Transaction made with a Card. All credits will be issued to the same Card used for the relevant E-commerce Transaction using refund option;

3.20

Merchant shall not charge a Cardholder more than the amount the Cardholder would pay if payment were made by cash;

3.21

Merchant shall notify TotalPay of any intended or proposed or actual change in the nature or size of its activity;

3.22

Merchant shall use its best endeavour to assist TotalPay, if requested from time to time, in preventing or detecting fraud and undertakes to inform TotalPay, as soon as reasonably practicable, of any fraudulent activity the Merchant becomes aware or any such activities which, in the opinion of the Merchant would involve fraud;

3.23

Merchant is solely responsible for monitoring its transactions and the actions of its officers, directors, employees, agents, business invitees, third party vendors and other person who, with out or without Merchant’s consent or cooperation, obtains access to transactions for fraudulent or other improper use. Additional fraud-prevention, risk-mitigating and other operational procedures, shall be put in place by the Merchant and shall inform and update TotalPay from time to time on this.

3.24

TotalPay shall have the right to verify and investigate all E-commerce Transaction and Merchant’s records covered by the terms of this Agreement.

3.25

Merchant accepts full liability for and hereby agrees to indemnify TotalPay for any losses or expenses incurred or sustained in connection to any disputes arising out of any E-commerce Transaction for which an authorization was made on Card not present to the Merchant.

OBLIGATIONS OF TOTALPAY

TotalPay undertakes to Merchant the following:

4.1

The Agreement has been duly authorized by, and upon execution will constitute a valid and legally binding agreement of TotalPay in accordance with its terms;

4.2

TotalPay has been duly incorporated and validly exists under the laws of the jurisdiction of its incorporation;

4.3

TotalPay Services will comply with all relevant Card schemes requirements, in addition to PCI- DSS standards;

4.4

TotalPay warrants it is qualified to provide the Services in full compliance with the terms and conditions of this Agreement;

4.5

Merchant acquirer is (subject and without prejudice to Our obligations under the Agreement) responsible for payment of processed transaction amount to the Merchant’s designated bank account maintained by Merchant with any bank(s) in the United Arab Emirates and in accordance with acquirer’s Merchant Agreement:

4.5.1	After receiving the agreed charges and fees as set out in acquirers Merchant Agreement;
4.5.2	After receiving any amounts related to chargebacks, fines and penalties imposed by the Acquirer to the merchant after the settlement period;

TOTALPAY SERVICES

5.1

Merchant agrees to use the TotalPay services for management of card details to accept and obtain authorization for all their E-commerce transactions:

5.2

TotalPay shall maintain and update the TotalPay Services component provided to the merchant during the terms of this Agreement.

5.3

The Merchant shall install TotalPay Services to send payment details to capture transaction data and transmit an Authorization of E-commerce Transaction using acquirer.

5.4

The Merchant shall include a reference number for every E-commerce Transaction alone with any description of services using TotalPay services.

5.5

TotalPay will send back the status of the E-commerce Transaction to the Merchant with the reference number.

5.6

The Merchant should maintain the connectivity with TotalPay services using TLS technology to capture and transmit transaction data and Authorizations of E-commerce Transactions securely. (128-bit TLS data encryption for cryptographic applications should be used).

5.7

Merchant confirms and agrees that they have entered into this Agreement at its sole risk and responsibility and shall be fully and solely responsible for any fraud or infringement claims filed by Cardholders, the issuer bank, or third parties except when there is any liability that arises due to any error on the part of TotalPay.

WEBSITE OF THE MERCHANT

6.1

Merchant hereby agrees to display at its website the following information:

6.1.1	A complete and precise description of the Purpose;
6.1.2	Contact information for customer service including the telephone number and electronic mail address;
6.1.3	The currency in which the E-commerce Transaction will be made;
6.1.4	Consumer data privacy policy;
6.1.5	Security capabilities and policy for transmission of E-commerce Transaction;
6.1.6	The Merchant’s Country of Domicile;
6.1.7	The logos of Card accepted in the format provided to Merchant by TotalPay.

6.2

Merchant shall ensure that, for each E-commerce Transaction made, the Cardholder enters the billing address of the Cardholder;

6.3

Merchant shall provide cardholder a receipt for E-commerce Transaction with the following:

6.3.1	Merchant name and online address;
6.3.2	Transaction amount and currency;
6.3.3	Reference number;
6.3.4	Authorization code;
6.3.5	Transaction date.
6.3.6	Description of services.

6.4

The Merchant declares that in the event the Purpose of the Merchant changes and/or additions to such Purpose are made, then such changes shall be notified to TotalPay in writing.

6.5

Merchant shall notify TotalPay and keep it informed in writing on any new site or banner which is linked to the official website of the Merchant used to initiate/accept E- commerce Transaction.

6.6

Merchant hereby authorizes TotalPay to hold service codes with respect to the Merchant’s website used for initiating the E-commerce Transaction.

USAGE OF TOTALPAY SERVICES

In particular, without limiting the foregoing, the Merchant must not represent, permit, or allow any other person to utilize the systems and software in the operation of its business.

7.1

The Merchant must not, and must not permit or otherwise allow a third person to, copy or otherwise reproduce or to use, distribute, grant a sub-license of, transfer or reproduce the TotalPay Service, systems and software or documentation.

7.2

The Merchant must not harmfully use, cause or permit harmful use of, or use the TotalPay Service, systems and software in a way that creates an unreasonable or unwarranted interference with the business operations of the Services.

7.3

On expiration or termination of the TotalPay Services software license for any reason, the Merchant will lose all rights under this software license, must immediately and securely destroy or return the software and documentation and all copies thereof supplied under this license. The Merchant must procure one of its officers to certify by statutory declaration that all copies of the TotalPay Services and documentation have been destroyed or returned as required under this Agreement.

7.4

The Merchant shall not, vary, alter or remove any copyright, trade mark or other protective notice in the TotalPay Services, systems and software or sample software.

7.5

TotalPay Service will provide the Merchant with online documentation to enable the Merchant to integrate the provided payment system into their website.

7.6

The Merchant shall not:

7.6.1	Reverse engineer, decompile or disassemble the TotalPay Service, systems and software or sample software except to the extent permitted by law;
7.6.2	Separate or alter any of TotalPay Service, systems and software or sample software component parts;
7.6.3	Copy or otherwise reproduce or to use, distribute, sell, grant a sub-license of, transfer or reproduce TotalPay Service, systems and software or any related documentation;
7.6.4	Harmfully use, cause or permit harmful use of TotalPay Service, systems and software in a way that creates an unreasonable or unwarranted interference with the related Processing Services;
7.6.5	Use TotalPay Service, systems and software at any site located in any country designated by TotalPay

7.7

The Merchant shall not, use any part of TotalPay Service, systems and software of any related documentation except as expressly authorized by this Agreement.

7.8

The Merchant shall not, vary, alter or remove any copyright, trade mark or other protective notice in TotalPay Service, systems and software and/or the Example Code.

7.9

Documentation may not be copied or used by the Merchant except to assist in the normal use of the software pursuant to the License. The Merchant is not permitted to copy or use the documentation for any other reason whatever.

7.10

Example Code is provided to illustrate aspects of TotalPay Service, systems and software. The Merchant acknowledges that the Example Code is not designed to demonstrate complete functionality of the software, and must not be used by the Merchant for production purposes.

7.11

A breach of this section, without limiting any other rights of TotalPay Service, systems and software will result in the automatic termination of the software license (without the prior notice) and entitle TotalPay Service to equitable relief (including injunctive relief) and any other legal action against the Merchant.

SERVICE FEES AND CHARGES

Merchant agrees and undertakes to pay all fees and charges as set out in Merchant Application Form.

8.1

Merchant acknowledges, to pay each invoice submitted by TotalPay in full within 7 days either through Bank Transfer or card payment link provided by TotalPay

8.2

The Fee will be applied to following type of transactions (successful or declined): Pre-authorization/Authorization, Sale, Capture, Credit, Refund, Reversal / Void, Registration, Re-Registration, De-Register, Scheduler, De-Schedule, Re-Schedule, 3D Secure/non 3D Secure.

8.3

Merchant agrees to pay TotalPay on demand all expenses and penalties imposed on TotalPay by acquirer / card schemes as result of or in connection to TotalPay Services initiated or made by Merchant for the processing of E-commerce Transaction.

8.4

Merchant shall during the period of this Agreement bear all taxes including VAT, as per applicable law and other charges levied from time to time by any Governmental Authority pertaining to or in respect of the service fees paid by the Merchant to TotalPay under this Agreement and/or any other amounts payable pursuant to this Agreement and pay the same on demand by TotalPay.

8.5

Merchant hereby authorizes TotalPay, during the term of this Agreement any and all amounts required by TotalPay to meet Merchant’s obligations arising out of chargeback claims, fees, penalties, expenses, adjustments or other charges that may be legally imposed on TotalPay by acquirer or card scheme or competent government authority in connection with the E-commerce Transactions made by the Merchant.

8.6

In the event that Merchant fails to make timely payment for the TotalPay Services, based on the invoices shared by TotalPay:

8.6.1	TotalPay reserves the right to charge interest on the overdue amount at the prevailing market rates per annum or the maximum rate permitted by law, whichever is lower.
8.6.2	Notwithstanding the above, TotalPay may suspend the provision of Services under no obligation to provide any Services whilst any unpaid but overdue invoices (including any interest, administrative or other legal costs of collecting payment) remain unpaid; and/or
8.6.3	Terminate this Agreement, at TotalPay’s sole discretion, until all outstanding payments, including accrued interest, are fully settled in accordance with clause 12.

8.7

In the event of non-payment, Merchant shall be responsible for all costs incurred by TotalPay, including but not limited to collection costs, legal fees, and any other expenses associated with recovering the outstanding amount.

8.8

For any disputes regarding the payment, the Parties will settle such disputes within 3 days from the due date.

8.9

TotalPay may pass through bank or Card Scheme fee changes with ninety (90) days’ prior notice. Merchant may terminate if increases exceed five percent (5%) in any twelve (12) months.

PRIVACY AND CONFIDENTIALITY

9.1

Each Party acknowledges and agrees, this Agreement shall be treated as strictly confidential. All transactions, technical information, whether in written or oral form and including, but not limited to, technical know-how, specifications, opinions, advices, instructions and procedures, which either Party may disclose to the other Party or to any employee, agent or representative of the other Party (“Confidential information”), shall be received and retained by the other Party and its employees, agents and representatives as strictly confidential and, except as provided for herein, may not be disclosed to any third party.

9.2

Notwithstanding this Article, neither Party shall have an obligation of confidentiality with respect to information which:

9.2

Was in the public domain at the time of receipt from the other Party, or which comes into the public domain without breach of an obligation assumed hereunder; or

9.2

Was known and can be shown to have been known by the Party at the time of receipt from the other Party and was not acquired directly or indirectly from the other Party on a confidential basis; or

9.2

Becomes known to the Party on a non- confidential basis through a third source whose own acquisition and disclosure were entirely independent of the other Party, not in breach of any obligation hereunder and not on a confidential basis; or

9.2

Approved for disclosure by the disclosing Party in writing; or

9.2

Is required by law or by any applicable governmental or other regulatory authority.

9.3

Merchant hereby expressly allows TotalPay to disclose Confidential Information, whether in full or part, as it may be required by any of the card schemes within PCI-DSS standards.

9.4

The Merchant shall seek TotalPay consent to advertise or publicly announce it is providing or has provided services to TotalPay, or otherwise identify TotalPay in the Merchant’s marketing and publicity activities.

9.5

All originals and copies of documented information identified or reasonably identifiable as proprietary to any Party shall be and remain the exclusive property of such Party at all times and shall be returned to such Party upon the cancellation or termination of this Agreement or whenever mutually agreed upon.

9.6

The terms and conditions of this Agreement may be disclosed by either Party to their respective attorneys, accountants and tax preparers, on a need-to-know basis, or as may be required by legal process or contract.

LIABILITY AND INDEMNITY

10.1

All activities pursuant to this Agreement shall be carried out by Merchant and accordingly the Merchant shall assume all losses and liability relating thereto and arising therefrom and the Merchant hereby undertakes to protect, defend, hold harmless, and shall indemnify TotalPay, its employees and agents, against all claims, damages, costs, expenses and liabilities arising out of or in connection with the acts, omission, negligence and default of the Merchant or its employees, including:

10.1.1	The acts, omissions, negligence and default by Merchant in relation to TotalPay Services;
10.1.2	Failure or malfunction of any system or software used by Merchant in relation to TotalPay Services;
10.1.3	Failure or malfunction of any system or software due to the inadequacy of appropriate security measures by Merchant; and/or
10.1.4	Any failure by Merchant to observe or abide to its obligations under this Agreement.

10.2

Nothing in this Agreement shall exclude or limit liability of either Party in relation to:

10.2.1	Death or personal injury caused by negligence or wilful or reckless misconduct;
10.2.2	Any fraud or fraudulent misrepresentation; or
10.2.3	Any other losses which cannot be excluded by law.

10.3

Warranty disclaimer. TotalPay makes no warranties regarding the use, operation or performance or non-performance of any systems, or third-party processors utilized in connection with this agreement, whether express or implied, and TotalPay expressly disclaims all implied warranties, including any warranty of merchantability or fitness for a particular purpose. Processor similarly disclaims all warranties and conditions, either express or implied, including but not limited to any implied warranties or conditions of merchantability, non-infringement, or fitness for a particular purpose in relation to any product or services hereunder.

10.4

Limitation of Liability. Notwithstanding any other provision herein:

10.4.1	TotalPay’s liability with respect to any transaction under this Agreement may not exceed the amount paid by Merchant in connection with that transaction less any applicable fees and charges and
10.4.2	TotalPay is not liable for any special, incidental, indirect, punitive or consequential damages whatsoever (whether any such claim alleges breach of contract, tort or any other theory of liability). Merchant waives all claims against TotalPay for any loss, claim, demand, penalty, action, delay, cost or expense (including reasonable legal fees) of any kind.
10.4.3	Merchant will indemnify and hold TotalPay harmless from any claim relating to or arising out of any actions or omissions under this Agreement by Merchant or damages or losses that TotalPay may incur as a result of Merchant’s breach of this Agreement Further, Merchant will reimburse TotalPay for all expenses and costs, including legal fees, with regard thereto.

FORCE MAJEURE

11.1

For the purpose of this Agreement, a “force majeure event” means

11.2

An exceptional event or circumstance beyond the control of the Party giving notice of the same; and

11.3

Which such Party could not reasonably have foreseen or provided against before entering into the Agreement; and

11.4

Which, having arisen, such Party could not reasonably have avoided or overcome; and

11.5

Which is not substantially attributable to the other Party; and

11.6

Which prevents the observance or performance by the Party giving notice thereof of any one or more of its obligations under this Agreement.

11.7

Examples of Force Majeure Events may include: fire, storm, flood, earthquake, any natural disaster, explosion, accident, strikes, acts of a public enemy, war, insurrection, sabotage, epidemic, failure of internet connection, failure of any card scheme, acts of God, acts of any government whether national, municipal or otherwise, or any agency thereof.

11.8

The Parties agree that the viruses or other defects resulting from unauthorized access or non-authorized access to TotalPay Services or any type of hacking, including in particular DOS attacks, shall be considered a case of force majeure.

11.9

The Parties shall not be held responsible for delays or failings in the fulfilment of the TotalPay services if such delays or failings arise from facts or circumstances reasonably perceived to be above and beyond the control of either party, being unpredictable and inevitable.

11.10

Should any event of force majeure delay either Party’s obligations under this Agreement, such Party shall notify the other Party in writing within seven (7) calendar Days of such event. The future obligations of the Party issuing the notice shall cease until the event of force majeure has elapsed after which, the obligations will resume. Should an event of force majeure delay the performance of Agreement for a period exceeding thirty (30) calendar days, either Party may terminate this Agreement by giving one month’s written notice to the other Party.

TERM AND TERMINATION

12.1

The Agreement shall be valid for an initial period of one (1) year and shall be automatically renewed for similar consecutive periods, unless either Party shall have notified the other Party of its intention not to renew the Agreement or any extensions thereof within thirty (30) calendar days prior to the expiry of such term or extension.

12.2

Either Party may terminate the Agreement with or without any cause by providing other Party (60) sixty calendar days’ prior written notice of termination.

12.2.1	Without prejudice to other rights, TotalPay shall have the right to terminate the Agreement by written notice to Merchant and to claim for any resulting losses or expenses If:
12.2.2	Merchant fails to pay any amount due under this Agreement on the due date for payment in accordance with Clause Condition 8, and failed to rectify such default of non – payment within 15 days from the date of default;
12.2.3	The Merchant commits a breach or fails to comply with any terms or conditions of this Agreement for reasons not attributable to TotalPay and fails to remedy the breach within (7) calendar days of written notice;
12.2.4	The Merchant becomes bankrupt or insolvent or has a receiver appointed on the whole or any part of its assets or any substantial part thereof, or if a court decision is rendered to the seizure of its assets or any substantial part thereof;
12.2.5	The Merchant changes its nature of management activity;
12.2.6	TotalPay suspects fraud on the part of Merchant;

12.3

Any termination of this Agreement and/or parts thereof does not affect any accrued rights or liabilities of either Party and nor does it affect the coming into force or the continuance in force of any provision of the Agreement that is expressly or by implication intended to come into or continue in force on or after such termination.

NOTICES

13.1

All notifications, requests, consent, approvals or other communication to be given under this Agreement shall be in writing and shall be delivered to merchant designated email ID to the below recipient:

13.2

Any notice so served shall be deemed to have been served when delivered during working days and office hours.

COMPLIANCE WITH LAWS; TAXES

Merchant will comply with applicable laws, Merchant’s business and any Card Transaction. Merchant shall be liable for all taxes, except TotalPay’s corporate taxes, required to be paid or collected as a result of this Agreement.

RECORD RETENTION, AUDIT RIGHTS AND INSPECTION

15.1

Audit Rights:

15.1.1	TotalPay may conduct audits of the Merchant’s accounts and records relating to the TotalPay Services, as deemed necessary, to ensure compliance with this Agreement and applicable laws and regulations. Unless additional audits are required by other bodies such as banks, government entities, or Card Associations, TotalPay shall conduct such audits at its once a year, exce.
15.1.2	The Merchant agrees to provide TotalPay and its authorized auditors with all reasonable cooperation, access to relevant systems and data, and assistance necessary to facilitate the audit process. The Merchant shall ensure that all relevant records, documents, and information are made available in a timely manner and in a format reasonably acceptable to TotalPay.
15.1.3	In the event of an audit, if it is determined that the Merchant is in material breach of its obligations under this Agreement, the Merchant shall be responsible for reimbursing TotalPay for all costs and expenses reasonably incurred by TotalPay in connection with the audit, in addition to any indemnification under this Agreement or any applicable rules and regulations.

15.2

Retention:

15.2.1	The Merchant shall retain complete and accurate records of all transactions and related data for a minimum period of 18 months from the date of each transaction or as otherwise required by applicable laws and regulations.
15.2.2	In the event of a dispute, investigation, or audit, the Merchant and TotalPay shall cooperate in providing access to the necessary records and information to resolve the matter efficiently and in accordance with applicable laws and regulations.

THIRD-PARTY BENEFICIARY AND PARTNERSHIP.

Other than with respect to TotalPay or its affiliates, no person or entity may be deemed a third-party beneficiary of this Agreement. Nothing in this agreement shall be deemed to create a partnership, joint venture or any agency relationship between the parties.

AMENDMENT

Any modification or amendment of any of the provisions of this Agreement shall be effective only if made in writing and duly signed by each Party.

ASSIGNMENT; BINDING EFFECT

18.1

The Merchant may not assign or transfer any of its rights, interest or obligation under this Agreement or delegate the performance of any of its obligations under this Agreement to any third party without the prior written consent of TotalPay

18.2

TotalPay may at any time assign or transfer any of its rights, interest or obligations under this Agreement to third party with Merchant notification the Merchant.

ENTIRE AGREEMENT

This Agreement hereto and any amendment or modification to this Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, agreements and understandings, both written and oral, with respect to such subject matter.

GOVERNING LAW AND JURISDICTION

20.1

This Agreement shall be governed by and construed in accordance with the laws and the federal laws of the United Arab Emirates as applicable in the Emirate of Dubai.

20.2

In the event the Parties are unable to resolve their disputes by mutual discussions, each of TotalPay and the Merchant hereby irrevocably and unconditionally agree to submit their disputes in connection to the Agreement to the non- exclusive jurisdiction of the courts of Dubai to hear and determine any action or proceeding, and to settle any disputes, which may arise in relation to this Agreement.

20.3

Without prejudice to the foregoing, TotalPay shall have the right to take any action against the Merchant in any court of a competent jurisdiction. The Merchant hereby irrevocably waives (to the extent permitted by applicable law) any objection which, now or hereafter, it may have to the initiation of any action or proceeding in any such court of competent jurisdiction and any objection on the ground that any such action or proceeding in such court has been brought in an inconvenient forum.

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