Merchant terms and conditions

TABBY TERMS AND CONDITIONS

1. Definitions

1.1 “Acquired Claim” means a Guaranteed Payment and/or Authorised Credit.

1.2 "Affiliate" means, in relation to a Party, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with, that Party from time to time.

1.3 “Applicable Law” means applicable laws, enactments, decrees, orders (having the force of law), regulations, regulatory policies and guidelines, industry codes, regulatory permits and licences which are in force.

1.4 “Authorised Credit” means the acceptance of a customer’s request for instalment payments by Tabby whereby a Claim is transferred from the Merchant to Tabby, including any credit and other (fraud) risks.

1.5 “Claim” means the right of the Merchant to fulfill a payment obligation by a customer that made a Payment with the Merchant.

1.6 "Control" means, in relation to a person, the direct or indirect ownership of more than fifty per cent (50%) of the voting capital or similar right of ownership of that person or the legal power to direct or cause the direction of the general management and policies of that person whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be interpreted accordingly.

1.7 “Failed Claim” means any Guaranteed Payment or Authorised Credit that no longer fulfils the conditions as set forth in clause 3.3 and for which reason Tabby withdraws its guarantee or credit, resulting in the Merchant becoming/ remaining liable (again) for any Claims.

1.8 “Guaranteed Payment” means the transfer of a Claim from the Merchant to Tabby, including any credit and other (fraud) risks.

1.9 “Liabilities” – shall refer to any and all fees charged by Tabby, any Failed Claims and any and all actual and reasonably anticipated Losses incurred by Tabby as a result of: (i) negligence, fraud, dishonesty or wilful misconduct by the Merchant or its Affiliates, officers, directors, employees, agents, representatives or customers of the Merchant; and/or (ii) any breach of the Merchant Terms, including but not limited to any Payments that are refunded, reversed, withdrawn or refused for any reason.

1.10 "Losses" means all loss, damages, liabilities, costs and expenses (including all reasonable legal fees and expenses).

1.11 “PSP” means a payment services provider.

1.12 “Payment” means the payment for a good and/or service by a customer from the Merchant, with a Payment Method provided by Tabby.

1.13 “Payment Method” means the payment after delivery, instalment, and all other payment options offered by Tabby, entitled “Tabby after Delivery”, “Tabby Pay in Full” and “Tabby Instalments” and/or any other name as solely determined by Tabby.

1.14 “Regulatory Authority” any applicable national, regional, local or government authority or regulator exercising any authority with respect to (https://www.lawinsider.com/clause/with-respect-to) the Payment Methods, the Services or the activities contemplated under these Merchant Terms.

1.15 “Sales Channel” means the online website(s) and/or the physical store(s) of the Merchant, approved by Tabby for integration with the Payment Methods.

1.16 “Services” means the payment processing services for each Payment Method, execution, reporting, communication, collection and settlement of the Payments.

1.17 “Tabby Card” means the physical or digital card issued by Tabby utilizing VisaNet.

1.18 “Tabby Merchant Portal” means the software provided by Tabby to monitor and download information on Transactions, invoices, and other order related functionality.

1.19 “Tabby Mark” means as defined in clause 7.1 of the Tabby Terms.

1.20 “Tabby Purchase” means a purchase of a good and/or service by a customer from the Merchant using a Tabby Card.

1.21 “Transaction” means a purchase of a good and/or service by a customer from the Merchant, with a Payment Method provided by Tabby.

1.22 “Transaction Evidence” means such evidence as Tabby reasonably requires, including the names and prices of the good(s) sold, together with relevant proof that the good(s) have been properly delivered to the customer, billing and shipping details, and the Transaction receipt and the name and contact information of the customer who made payments for the product(s).

1.23 “VisaNet” means the electronic payment network which processes VISA card Transactions.

1.24 “Unauthorised Refund” means any refund that is outside the scope of the Tabby Card network or through any process that is not mentioned in these Merchant Terms.

2. Payment Services

2.1 In consideration of payment of the Fees by Merchant to Tabby as set forth herein, Tabby hereby agrees to make available the Payment Methods and to provide and perform the Services, as the same may be amended from time to time, in accordance with these Merchant Terms.

2.2 Tabby agrees to provide the Services based on the information supplied by Merchant, and the Merchant’s use of the Services shall be strictly dependent upon and in accordance with the information provided.

2.3 Tabby reserves the right to enhance, update, change, suspend or discontinue any aspect of the Services provided (each a “Service Change”) at any time upon written notice to the Merchant. In the case of a Service Change required to comply with any Applicable Law or a direction from a Regulatory Authority, Merchant agrees Tabby may implement the Service Change prior to notifying the Merchant, on the basis Tabby will notify the Merchant as soon as reasonably practicable if such Service Change will adversely impact the Services.

2.4 Tabby reserves the right to automatically amend any aspect of its Services and associated Fees Commencing from a date as notified to the Merchant, as solely determined by Tabby. Tabby may, at its sole discretion, choose to make exceptions for the Merchant as may be communicated in writing.

2.5 Tabby shall have the right to suspend or terminate any Payment Method or Service, either partially or wholly in accordance with any such rights granted under these Merchant Terms.

2.6 Without prejudice to clause 2.5 above, Tabby may amend the Fees once per calendar year upon notice to the Merchant.

2.7 Tabby will maintain all permits, licences, authorisations and consents necessary in accordance with Applicable Law to provide the Payment Methods and perform the Services.

2.8 Merchant shall present and market the Services to its customers in the Sales Channels by displaying the Tabby Marks in the website checkout area or at the cashier of the Sales Channel in accordance with clause 7.

2.9 Merchant warrants, represents, and maintains that it will maintain all permits, licences, authorisations and consents necessary in accordance with Applicable Law to present and market the Services to its customers in the Sales Channels and to perform any and all obligations under this Agreement.

2.10 Both Tabby and the Merchant hereby agree to actively safeguard the rights, interests, and welfare of customers utilising the services. Both parties shall ensure their adherence to Applicable Laws, ethical practices, and customer-centric policies aimed at protecting and promoting the welfare of customers throughout the duration of this Agreement

3. Tabby Card Services

3.1 The Tabby Card Services allows customers to pay for goods offered by the Merchant in their physical retail store locations.

3.2 For the purposes of Tabby Card Services, the Tabby Card feature will allow customers to take advantage of certain financing options made available by Tabby, and Tabby will disburse, or cause to be disbursed to the Merchant payment on behalf of the customer for the goods purchased from the Merchant via the Tabby Card.

3.3 With respect to each use of the Tabby Card feature by a customer, Tabby will make or cause payment to be made to the Merchant for the purchase of certain goods on behalf of that customer in accordance with the terms of this clause and the Merchant Terms, in exchange for the payment of Tabby Card Fee.

3.4 The Merchant will integrate with the Tabby Card Services by processing the Tabby Card via the Merchant’s PSP.

3.5 By authorizing the Tabby Card at the Merchants terminal, the Merchant communicates to Tabby that a customer is making a Tabby Purchase, and the goods have been or will be delivered to the customer for a total sale price, plus any applicable charges such as shipping costs and taxes (the “Authorization Amount”).

3.6 The successful authorization of that Transaction through the card network constitutes a payment confirmation to the Merchant.

3.7 Merchant will capture any portion of the Authorization Amount to complete the Tabby Purchase, based on the dollar value of goods that the Merchant has delivered to the customer (the aggregate amount of such Authorization Amount so captured being the “Purchase Amount”).

3.8 If the Merchant does not capture the full Authorization Amount of the Tabby Purchase (i.e., if the Purchase Amount for a given Tabby Purchase is less than the Authorization Amount for that Tabby Purchase), Tabby reserves the right to void and refund to the Customer the difference between the Authorization Amount and the Purchase Amount after the Tabby Purchase date.

3.9 Tabby reserves the right to hold the Merchant liable for: (i) any amounts captured that exceed the Authorization Amount for a particular Tabby Purchase; and (ii) any amounts captured for a Tabby Purchase which do not correspond the associated Authorization Amount for that Tabby Purchase (collectively, the “Unauthorized Capture Amounts”). Tabby will invoice the Merchant the Tabby Card Fee.

3.10 Tabby will pay the Merchant for each Tabby Purchase an aggregate amount up to the full Purchase Amount to the Merchant’s PSP.

3.11 The Merchant acknowledges the amount received by the Merchant from the PSP in respect of any Purchase Amount may be less due to fees and other expenses which may be charged by a PSP for delivering the Purchase Amount to the Merchant, including without limitation, card networks and interchange fees.

3.12 The manner and the timings in which the Merchant receives the Purchase Amounts will depend on the Merchant’s arrangements with the PSP.

3.13 Tabby cannot guarantee against any delays of receipt of Purchase Amounts by the Merchant caused by credit card systems, the PSP, or any external factors.

3.14 The Purchase Amount received by the Merchant, which is paid by Tabby to the Merchant’s PSP, may be less due to fees and other expenses which may be charged by the Merchant’s PSP, including without limitation, card network fees and Interchange Fees.

3.15 10 Unless clause 3.16 applies, the Merchant will settle any Tabby Card Fee due to Tabby by transferring the corresponding amount within 5 (five) business days following receipt of an invoice for the same by Tabby.

3.16 Tabby may, at its sole discretion and at any time during the term of this agreement, notify the Merchant that it intends to collect the Tabby Card Fees directly from the Merchant’s PSP and/or Acquirer. In such a case, the Merchant authorises Tabby to instruct the applicable Merchant’s PSP and/or Acquirer to withhold the amount of any Tabby Card Fees from any amounts due by that PSP and/or Acquirer to the Merchant.

3.17 Tabby will pay the Merchant for each Tabby Purchase an aggregate amount up to the full Purchase Amount to the Merchant’s PSP, net of any Tabby Card Fees which that Merchant’s PSP is instructed to settle to Tabby in accordance with clause 3.16 above.

3.18 The Merchant acknowledges the amount received by the Merchant from the PSP in respect of any Purchase Amount may be less due to fees and other expenses which may be charged by a PSP for delivering the Purchase Amount to the Merchant, including without limitation, card networks and interchange fees.

4. Claims, Authorised Claims and Failed Claims

4.1 Tabby will take over the Claim of a Payment from the Merchant and designate such Claim as a Guaranteed Payment, on the moment the goods are delivered or shipped (for online purchases) or are collected by the customer (for offline purchases) and subject to fulfilment of the conditions of clause 4.4.

4.2 For Guaranteed Payments, Tabby shall, upon confirmed delivery or shipment by the Merchant, within the number of days mentioned in the cover sheet transfer the value of the underlying Payment to the Merchant minus fees. Tabby shall be responsible and liable for the collection of the payment from the customer and the relation between Tabby and the customer is regulated between Tabby and the customer.

4.3 Under the following circumstances, Tabby may take over the Claim of a Payment from the Merchant and designate such Claim as an Authorised Credit, on the moment the goods are delivered or shipped (for online purchases) or are collected by the customer (for offline purchases) and subject to fulfilment of the conditions of clause 4.4:

4.3.1 A customer sends a request for instalments to Tabby through the interface of Tabby with the Merchant’s Sales Channel(s).

4.3.2 Tabby performs a credit assessment of the customer and either accepts or declines the customer’s request for instalments.

4.3.3 Tabby shall at its own discretion determine any credit limit for each customer and it reserves the right to increase or reduce such credit limit at any time.

In the event of an Authorised Credit, Tabby shall, upon confirmed delivery or shipment by the Merchant, within the number of days mentioned in the cover sheet, transfer the value of the underlying Payment to the Merchant. Tabby shall be responsible and liable for the collection of the payment from the customer, which shall be undertaken in instalments.

4.4 For a Claim to be eligible for and to remain an Authorised Claim or Authorised Credit, the following conditions apply and shall continue to apply:

4.4.1 Merchant has not charged the customer a higher price for purchases made via the Payment Methods than the Merchant charges in connection with purchases via other card payment methods offered by the Merchant.

4.4.2 Tabby’s receipt of the Transaction Evidence.

4.4.3 There is no dispute between the customer and the Merchant (apart from any failure to pay by the customer), for example when the goods are claimed to be faulty or not delivered in full. In case of a dispute arising related to non-delivery of goods, proof of delivery will be required by Tabby for the Claim to remain Authorised.

4.4.4 The customer does not exercise any (statutory) rights to cancel the purchase and the Merchant has not extended a right to return the good(s).

4.4.5 The purchase complies with Applicable Laws and there is no suspicion of fraud or other illegal activity by the Merchant, and the Merchant is strictly prohibited from engaging in illegal activities including financing cash to customers.

4.4.6 For offline Payments only: The Merchant adheres, and ensures that its employees adhere, to the Transaction manual documentation provided by Tabby separately.

4.5 If any of the conditions under clause 4.3 are not fulfilled or cease to be fulfilled, Tabby reserves the right to re-transfer the Claim(s) back to the Merchant and designate any such Claims as Failed Claims. In the event of any frequently recurring failure of the conditions of clause 3.3

4.6 Tabby reserves the right to re-transfer all then-current Authorised Claims and Authorised Credits, suspend access to its Services or terminate the Merchant Terms and Merchant will immediately cease its offer of the Payment Methods. Any incurred costs by Tabby in relation to the re-transfer of Claims shall be borne by the Merchant.

4.7 Any Failed Claims and the related costs shall be deducted from any future settlement of funds to the Merchant.

4.8  In the event that Tabby reasonably considers that the Merchant has breached clause 4.4.1, without prejudice to all other rights and remedies afforded to Tabby, Tabby shall be entitled to charge liquidated damages in an amount not exceeding AED1000 for each instance of breach, up to a maximum of ten percent (10%) of the average monthly settlement amount calculated over the preceding six (6) months.

5. Fraudulent Activity

5.1 In the event of suspected or confirmed fraudulent activities by the Merchant, or activities deemed by Tabby (acting in its sole discretion) to breach the terms of this Agreement or detrimentally impact Tabby’s commercial interests or reputation, Tabby reserves the right to take necessary action.

5.2 Upon detection of such activities and notification to the Merchant regarding the nature of the fraudulent behaviour or breach, Tabby shall have the right to withhold all settlements to the Merchant for a maximum period of 180 days or until the full maturity of the last instalment of the latest customer purchase, whichever occurs earlier (“Withholding Period”).

5.3 During the Withholding Period, Tabby shall have the right to retain the settlement amount, deducting any incurred credit losses, commissions, and penalties resulting from the aforementioned activities. Should the losses arising from the Merchant's fraudulent conduct surpass the settlement amount withheld by Tabby, Tabby reserves the right to pursue legal action seeking full reimbursement from the Merchant. This legal action may extend to authorities for restitution of losses and any punitive damages incurred, including those affecting Tabby’s brand reputation, arising from said activities.

6. Refunds

6.1 If a Purchase is made and thereafter goods are accepted for refund (in whole or in part) by the Merchant, then any refunded amount due in relation to the return is owed by the Merchant to Tabby and not the Customer. The Merchant must promptly upon receipt of the returned goods, process a refund to Tabby of the associated Tabby Purchase(s). All Tabby Purchases that are Accepted for Refund (in whole or in part) must be refunded via Tabby.

6.2 Tabby will not accept or process a refund amount processed via the Tabby Merchant Portal or the Tabby API for Tabby Purchases. When the Merchant agrees to provide a customer with a refund, the Merchant will be liable to Tabby for the refund amount. Tabby will then cancel any future payments due by the customer to Tabby and/or refund to the customer.

6.3 If a Tabby Order is cancelled or refunded by Merchant, Tabby shall refund the Merchant Fee originally charged on the Tabby Order minus the “Transaction Process Fees” of 2% +1.5 AED. In case of partial refunds, Merchant Fee will be applied to the unrefunded amount and Tabby shall refund the Merchant Fee charged on the refunded amount, minus the Transaction Process Fee.

6.4 If a Tabby Purchase is made and thereafter goods are accepted for refund (in whole or in part) by the Merchant, then any refunded amount due in relation to the return is owed by the Merchant to Tabby (via the Tabby Card) and not the Customer. The Merchant must promptly upon receipt of the returned goods, process a refund to the Tabby Card of the associated Tabby Purchase(s). All Tabby Purchases that are accepted for refund (in whole or in part) must be refunded via the Tabby Card. Tabby will not accept or process a refund amount processed via the Tabby Merchant Portal or through a Tabby API for Tabby Purchases.

6.5 Tabby reserves the right to hold the Merchant liable for the refund amounts associated with the goods accepted for refund if they are refunded via any payment method or processed via any method except for the Tabby Card (“Non-Card Refunds”). When the Merchant agrees to provide a customer with a refund, the Merchant will be liable to Tabby for the refund amount. Tabby will then cancel any future payments due by the customer to Tabby and/or refund to the customer any amounts paid to Tabby.

7. Tabby Mark

7.1 Merchant hereby agrees that it shall not use Tabby’s name, trademarks, trade names, service marks, logos or other brand marks (including those of its partners and collaborators, collectively, the “Tabby Marks”) without Tabby’s prior written consent.

7.2 Merchant hereby warrants, represents and undertakes that any usage of the Tabby Marks shall be in accordance with the Tabby branding and usage guidelines and policies that may be provided by Tabby in writing to the Merchant from time to time.

8. Confidentiality

8.1 Each Party ("Recipient") undertakes to the other Party ("Disclosing Party") to treat as confidential all information in any medium or format (whether marked "confidential" or not) which the Recipient receives (either before or after the Commencement Date) from the Disclosing Party either directly or from any person, firm, company or organisation associated with the Disclosing Party, which concerns the business, operations or customers of any or all of the Disclosing Party, its Affiliates ("Confidential Information").

8.2 The Recipient may only use the Confidential Information for the purposes of these Merchant Terms.

8.3 The Recipient may, with the Disclosing Party's prior written consent (not to be unreasonably withheld or delayed), provide its employees, directors, subcontractors and professional advisers and, in the case of Tabby, any regulatory Authority and its employees, directors, subcontractors and professional advisers ("Permitted Users") with access to the Confidential Information on a strict "need-to-know" basis for the purposes of these Merchant Terms only. The Recipient shall ensure that each of its Permitted Users is bound to hold all Confidential Information in confidence to the standard required under these Merchant Terms.

8.4 The Recipient may disclose Confidential Information where required to do so by Applicable Law or by any Regulatory Authority. In these circumstances the Recipient shall give the Disclosing Party prompt advance written notice of the disclosure (where lawful and practical to do so) so that the Disclosing Party has sufficient opportunity (where possible) to prevent or control the manner of disclosure by appropriate legal means.

8.5 The obligations of this clause will remain in full force and effect until three (3) years after the termination or expiration of these Merchant Terms.

9. Data Protection

9.1 Within this clause 9 "Data Protection Law" means Federal Decree Law No. 45 of 2021 on personal data protection and the terms "Data Controller", "Data Processor", "Data Subject", "Personal Data" and "Processing" have the same meanings as defined in the Data Protection Law.

9.2 Both Parties hereby agree to comply with their obligations under Data Protection Law.

9.3 With respect to the Parties' rights and obligations under these Merchant Terms, the Merchant is the Data Controller and Tabby is the Data Processor.

9.4 Tabby shall only process Transaction Data under the terms of these Merchant Terms. In the event Tabby is provided with any Personal Data by the Merchant, Tabby agrees to:

9.4.1 only process Personal Data in accordance with instructions from the Merchant (which may be specific instructions or instructions of a general nature as set out in these Merchant Terms or as otherwise notified to Tabby during the life of these Merchant Terms).

9.4.2 only process Personal Data to the extent, and in such manner, as is necessary for the provision of the Services or as is required by Applicable Law or any Regulatory Authority.

9.4.3 implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from unauthorised or unlawful processing or accidental loss, destruction or damage to Personal Data and to the nature of the Personal Data which is to be protected.

10. Liability

10.1 Neither Party excludes or limits liability to the other Party for:

10.1.1 death or personal injury due to negligence; or

10.1.2 fraud or fraudulent misrepresentation; or

10.1.3 any other loss which cannot be excluded or limited under the governing law of these Merchant Terms.

10.2 The Merchant shall indemnify and keep Tabby indemnified and held harmless from and against all Losses or and Liabilities suffered by Tabby to the extent that such result from any act of or omission by the Merchant in connection with these Merchant Terms.

10.3 Subject always to clause ‎10.1, the total liability of Tabby arising out of or in connection with these Merchant Terms whether for negligence, misrepresentation, breach of contract or otherwise for direct loss or damage shall not exceed fifty per cent (50%) of the total Fees paid to Tabby under these Merchant Terms.

10.4 Neither Party shall be liable to the other Party for any indirect or consequential loss or damage including, without limitation, any loss of business or profits in each case whether arising from negligence, breach of contract or otherwise.

11. Termination

11.1 Tabby shall have the right to suspend or terminate its Services (either partially or wholly) and to terminate these Merchant Terms immediately if:

11.1.1 The Merchant is in material breach of any term of these Merchant Terms.

11.1.2 Merchant is in breach of, or is in the reasonable opinion of Tabby, at risk of being in breach of Applicable Law.

11.1.3 Merchant is in breach of the right to use the Tabby Marks.

11.1.4 such suspension or termination of Services or the Merchant Terms is mandated or required by either Applicable Law or any Regulatory Authority.

11.1.5 the Merchant’s activities, or any business conducted by the Merchant or any of its Affiliates, would, in the reasonable opinion of Tabby, damage or put at risk the business reputation integrity, good name, brand and/or the goodwill of Tabby.

11.1.6 the Merchant, its directors or ultimate beneficial owners is/are wilfully dishonest, engage(s) in misconduct with respect to its/their business or affairs and/or Tabby reasonably suspects or has evidence that Merchant is conducting fraudulent activities; and/or

11.1.7 any event or series of events (including, any adverse change in the Merchant’s business, assets or financial condition) or any acts or omissions by Merchant which in the sole but reasonable opinion of Tabby, may affect Merchant’s ability to comply with all or any of its obligations under the Merchant Terms.

11.2 Merchant shall be notified in the event of Tabby’s exercise of its rights under this clause, unless prohibited pursuant Applicable Laws.

11.3 Should any ground for suspension specified in the clause 11.1 subsist for more than ten (10) business days after any suspension, Tabby shall have the right to terminate some or all the suspended Services or these Merchant Terms.

11.4 Tabby excludes any and all liability for any Losses Merchant may attribute to any suspension of the Services or any termination of these Merchant Terms.

11.5 If a Party commits a material breach of these Merchant Terms and such breach is not cured within thirty (30) days of receipt of written notice by the other Party, giving the particulars of the breach and, where appropriate, requiring it to be cured, then the other Party has the right to terminate these Merchant Terms by written notice, which termination will be effective on the date set out in that notice.

11.6 If a Party is unable to pay its debts as and when such debts fall due or becomes bankrupt or insolvent, or has a receiver or manager, provisional liquidator, liquidator or administrator appointed in respect of any material part of its assets or suffers an execution in respect of any of its property, or if a petition is presented for the winding up and such petition is not released, satisfied or withdrawn within thirty (30) days, then the other Party has the right to terminate these Merchant Terms by written notice, which termination will be effective on the date set out in that notice.

11.7 Upon termination, Merchant agrees to: (i) complete all pending Transactions/ payment orders; (ii) stop accepting new Transactions/ issuing new payment orders through the Services; and (iii) immediately remove all Tabby’s logos from its website and/or store.

11.8 Termination of these Merchant Terms will not affect the liability of a Party towards the other Party, existing at such date of termination.

11.9 Notwithstanding any other provisions of these Merchant Terms, Tabby may terminate these Merchant Terms at any time by giving the Merchant thirty (30) days written notice.

12. Force Majeure.

12.1 Neither Party shall be liable to the other Party for any delay or non-performance of its obligations under these Merchant Terms (except for the Merchant’s obligation to pay the Fees) arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, change in law or regulation, war, fire, flood, explosion and civil commotion ("Force Majeure Event"). Subject to the affected Party promptly notifying the other Party in writing of the cause of the delay or non-performance and the likely duration of the delay or non-performance, and provided the affected Party uses its reasonable endeavours to limit the effect of that delay or non-performance on the other Party, the performance of the affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists.

12.2 If performance is not resumed within fourteen (14) days after that notice the other Party may terminate these Merchant Terms immediately by written notice to the affected Party (such termination to be effective upon deemed receipt of such notice).

13. General

13.1 No partnership or agency Nothing in these Merchant Terms shall be deemed to constitute a partnership between the Parties, nor constitute either Party the agent of the other Party for any purpose.

13.2 Waiver The rights of each Party under these Merchant Terms: (i) may be exercised as often as necessary; (ii) are cumulative and not exclusive of rights or remedies provided by law; and (iii)may be waived only in writing and specifically. Delay in exercising or non-exercise of any such right is not a waiver of that right. Delay in exercising or non-exercise of any such right is not a waiver of that right.

13.3 Severability If any term of these Merchant Terms is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: (i) the legality, validity or enforceability in that jurisdiction of any other term of these Merchant Terms; or (ii) the legality, validity or enforceability in other jurisdictions of that or any other provision of these Merchant Terms.

13.4 Further assurance Each Party undertakes, at the request and cost and expense of the other Party, to sign all documents and to do all other acts, which may be necessary to give full effect to these Merchant Terms.

13.5 Language. Any notice given in connection with these Merchant Terms must be in English.

13.6 Third Party rights Save as expressly set out in these Merchant Terms, a person who is not a Party to these Merchant Terms may not enforce any of its terms.

13.7 Whole agreement The Merchant Terms, the documents referred to in it and any agreements relating to these Merchant Terms contain the whole agreement between the Parties relating to the Services and the Transactions contemplated by these Merchant Terms and supersede all previous agreements between the Parties relating to those Services and Transactions. Merchant acknowledges that in entering these Merchant Terms it has not relied on any representation, warranty, collateral contract or other assurance.

13.8 Notices. All notices and other communications required by these Merchant Terms to be in writing must be sent to the recipient by hand, pre-paid post, courier or email to such address or email address as a Party may notify the other Party in writing.

14. Dispute Resolution

14.1 Any dispute arising out of or in connection with this Agreement ("Dispute") shall be referred by notice (“Dispute Notice”) by either party to a senior executive of each of Tabby and the Merchant for resolution. If the Dispute is not resolved by agreement in writing between the parties within fourteen (14) days after the date of the Dispute Notice, the Dispute shall be resolved in accordance with clause 15.2.

15. Governing Law and Jurisdiction.

15.1 The Merchant Terms are governed by and will be construed in accordance with the laws of the UAE as applicable in the Emirate of Dubai..

15.2 In the event any Dispute cannot be resolved under clause 14.1 above, each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the UA