SERVICE AGREEMENT
This Service Agreement outlines the roles and responsibilities of the Parties, as per and in accordance with the Applicable Law and the terms and conditions agreed to herein below.
BACKGROUND
Paymob is engaged in the business of providing retail payment services by virtue of holding a Retail Payment Service Provider (“RPSP”) license in the UAE. Whereas, Tabby is engaged in the business of providing multiple payment options to online and in-store merchants including Pay in Installments, Pay in Full and Pay Later etc. Together, Tabby and Paymob have agreed to integrate the payment methods with the Payment Services, whereby Tabby will serve as the technical services provider to facilitate the provision of Payment Services to the Merchant, in order to allow it to accept payments made through online credit and debit cards by its Customer(s) including any alternate payment methods as agreed between the Parties from time to time.
Acquirer: means Paymob or a third party/bank in the United Arab Emirates used by Paymob for authorization, clearance and settlement of TransactionAED: means the lawful currency of the United Arab Emirates (being the UAE Dirhams).
Agreement: means this Tripartite Services Agreement and any other document, annexures and schedules referred to herein, including any subsequent amendments thereof
Applicable Laws: means the law of United Arab Emirates
Business Day: means any day other than the weekend or a public holiday in the UAE
Card Scheme means payment network that facilitates the use of payment cards, such as debit and credit cards, through the establishment of rules and standards for card issuance, transaction processing, and settlement among participating financial institutions, merchants, and cardholder. Such Card Scheme includes but not limited to MasterCard, Visa inc., AMEX, Discover.
Card Scheme Rules means the operating rules, regulations, and standards established by payment networks, including but not limited to Mastercard, Visa, and other similar Card Schemes."
Chargebacks: means any disputed Transaction that is forcibly reversed by the cardholder’s issuing bank. This typically happens after a cardholder claims a transaction was the result of fraud or any other reason
Confidential Information: means any data or information, whether in written, electronic, or oral form, that is disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party") and is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, customers’ transactions, customers’ personal data, business plans, financial records, customer lists, trade secrets, technical data, product designs, software, and marketing strategies
Customer: means the Merchant’s customer who use their cards to do the Transactions
DIFC: means Dubai International Financial Centre.
Effective Date: means the date as stipulated in the Principal Terms.
KYB: means Know Your Business screening process
Merchant means the individual or entity as detailed in the Principal Terms
Merchant Bank Account: means the Merchant’s Bank Account details as provided in the Principal TermsMerchant’s Digital Platform: means the customer-facing interface available, allowing Customers to view and purchase goods and services
Merchant Systems: means any hardware or software used by Merchant to access the Payment Services
Paymob means the company registered under the laws of UAE, and licensed as a Retail Payment Service Provider holding trade license no. [ XX] issued by the Central Bank of the UAE
Representative: means an employee, officer, agent, contractor or sub-contractor who is appointed from time to time as a representative to act on behalf of a Party.
Settlement: means the payment of Transaction Amounts, minus any fees, charges to be settled by Paymob to the Merchant under the terms of this Agreement.
Transaction: means an action of transferring funds by the Customer to the Merchant as per the terms of the agreement of sale of goods or services between them.Transaction Amount: means the funds paid for a good or service on a Merchant website, mobile application or via payment links by a Customer, using the Payment Services.
Tabby means the company registered under the laws of UAE, holding trade license no. 2426038.01 and licensed as a store value facility by the Central Bank of the UAE
Tabby’s Systems: means the back-office and administrative systems of Partner, that are used for merchant setup, analytics, POS integrations, payment integrations, and more.
Payment Services: means the payment gateway, acquiring, processing and settlement services offered to merchants in order to receive payments through online acceptance of credit and debit cards used by their customers.
Paymob System: means the infrastructure technology system which shall be utilized by Tabby and the Merchant for the Payment Services.
2.1 Any conflict, ambiguity or inconsistency between the provisions of any part of the Principal Terms shall be resolved as per the following order of preference: (i) Principal Terms and (iii) Service Agreement.
2.2 Capitalised words have the meaning given to them in the Principal Terms or Clause 1 above, except where expressly defined somewhere else in this Agreement.
2.3 Unless the context otherwise requires, a reference to a Clause is to a Clause of this Agreement, and any annexes which form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.
2.3 A reference in this Agreement to “include”, “including”, or “including without limitation” shall be an illustrative and non-exhaustive list.
2.4 Headings are for convenience only and shall not affect the construction or interpretation of this Agreement; references to recitals, clauses and schedules are to recitals and clauses of, and schedules to, this Agreement and the Principal Terms.
3.1 Paymob and Tabby have agreed to integrate their systems, whereby Tabby shall serve as a technical services provider to facilitate Payment Services to the Merchant which would allow the Merchant to accept online debit and credit card payments made by its Customers, including any alternate payment methods as agreed between the Parties from time to time. While Tabby shall provide the technical services to the Merchant and shall be the main point of contact with the Merchant, Paymob shall (directly itself or indirectly through an Acquirer) be solely responsible for acquiring, processing and settling funds to the Merchant Bank Account in a seamless manner, as per the service level agreed to between Tabby and Paymob.
3.2 In consideration of using the Payment Services, the Merchant acknowledges and agrees that Paymob provides the Payment Services on an “as is” basis following its integration with Tabby and the both Paymob and Tabby make no warranties, express or implied, regarding the accuracy, reliability, or suitability of the Payment Services to the Merchant. Paymob and/or Tabby shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages arising from the provision of Payment Services. The Merchant assumes all risks associated with using the Payment Services, including but not limited to inaccurate Settlement amounts being credited into the Merchant Bank Account, or any other harm resulting from the use of the Payment Services.
4.1 Tabby shall ensure a smooth integration of the Tabby System with Paymob’s System in order to facilitate the Payment Services to the Merchant. It is agreed between the Parties that Tabby shall bear no risk in relation to the Payment Services offered to the Merchants.
4.2 Tabby shall facilitate the onboarding of the Merchant along with collecting all necessary documents from the Merchant for the KYB process.
4.3 Tabby shall remain the main point of contact with the Merchant in relation to the status of the Transactions conducted using the Payment Services.
4.4 Tabby shall assist Paymob to the extent necessary for the Settlement to occur. It is agreed between the Parties that Tabby itself shall not undertake the Settlement to the Merchant and shall not be held liable to the Merchant in this regard.
4.5 Tabby shall endeavour to avoid any interruption of the Tabby System and the provision of Payment Services by Paymob to the Merchant. Tabby shall use its best efforts and means to restore the IT system, access to the payment method as soon as reasonably possible, unless the interruption is due to a third party (including but not limited to Card Scheme network and / or internet provider) or is part of Force Majeure Event.
4.6 Tabby may at its sole discretion provide support to Paymob with respect to the provision of Payment Services to the Merchant and may terminate such support at any time upon reasonable notice.
5.1 Paymob shall provide the Payment Services to the Merchant through Tabby, upon integrating with the Tabby System. Such Payment Services shall be provided in accordance with the service levels and process flow agreed between Tabby and Paymob.
5.2 By virtue of holding a RSPS license, Paymob shall acquire (directly or through a third party Acquirer), process and settle funds owed to the Merchant for a Transaction conducted by the Customer on/through the Merchant’s Digital Platform.
5.3 Paymob may reject the Merchant if upon submission of the relevant KYB documents, Paymob suspects the Merchant of being engaged in fraud or any illegal activities.
5.4 Paymob shall be responsible for handling all Chargeback cases directly with Merchant as outlined in Clause 9 below.
5.5 Paymob shall ensure that there would be minimum disruption to the Paymob System and Payment Services delivered by Paymob and shall at all times make its best efforts to prevent loss of use and/or access to the Payment Services. In the event, Paymob fails to restore the Payment Services and/or access provided to Merchants promptly as a result of its negligence, action, fraud, infringement, breach of this Agreement and/or an act or omission, Tabby shall not be liable for any damages and/or losses to the Merchant.
6.1 The Merchant shall co-operate with Tabby and Paymob in all matters relating to the provision of Payment Services and authorizes Paymob to receive and pay out the Settlement owed to the Merchant in the MerchantBank Account.
6.2 The Merchant shall provide to Tabby and Paymob and (including their respective agents, sub-contractors, consultants and employees) in a timely manner and at no charge, access to Merchant’s information and any Merchant Systems as may be required by Tabby and Paymob in connection with the provision of the Payment Services and ensure that they are accurate and complete. The Merchant shall ensure the Merchant Systems function correctly and that they integrate with the Paymob System and Tabby System (as applicable), as updated from time to time (including, where necessary, installing or updating any software). Merchant acknowledges and accepts responsibility for all technical support, maintenance and integration-related issues related to the Merchant Systems, and shall be responsible for all its own development and implementation costs, if any, associated with the integrations, as required.
6.3 The Merchant shall obtain and maintain at all times all necessary trade licenses, regulatory permissions, authorizations, consents, and permits as may be required under Applicable Laws for the lawful operation of its business and the receipt of Payment Services. The Merchant shall ensure its business activities and use of the Payment Services remain in full compliance with all laws, regulations, and directives applicable in the United Arab Emirates and any other relevant jurisdiction, including those related to Anti-Money Laundering (“AML”), Countering the Financing of Terrorism (“CFT”), data protection, and consumer protection. The Merchant shall promptly notify Tabby in writing of any revocation, expiration, suspension, or termination of any such license or permit.
6.4 The Merchant shall be entitled to have the Settlement due to the Merchant, settled in the Merchant Bank Account. In the event of any error with respect to the Settlement, the Merchant shall reach out to Tabby promptly, no less than two (02) Business Days of becoming aware of such an error.
6.5 The Merchant is solely responsible for providing accurate and up-to-date details of the Merchant Bank Account to Tabby. The Merchant acknowledges and agrees that if it provides incorrect or outdated banking details, Paymob may, without fault, transfer Settlement amounts to the wrong account, in which case:
(i) such funds may not be recoverable, and
(ii) the Merchant shall bear full liability for any resulting losses.
The Merchant waives any claim or recourse against Tabby or Paymob for any erroneous
Settlement made due to incorrect information provided by the Merchant. Nevertheless,
Tabby and Paymob will use reasonable commercial efforts to recover any misdirected funds
where possible, without any obligation to guarantee recovery.
6.6 At any time during the term of this Agreement and the Merchant’s use of the Payment Services, Tabby and/or Paymob may request from the Merchant, and the Merchant shall provide, all relevant documentation or information required to comply with AML and CFT regulations, including but not limited to trade licenses, shareholder information, government-issued identification, and beneficial ownership data of its shareholders, partners, or ultimate beneficial owners (“UBOs”). The Merchant shall respond to such requests promptly and within any specified timelines. Failure to provide such information may result in the suspension or termination of services and/or reporting to the appropriate regulatory authorities.
6.7 The Merchant shall ensure that it complies with all guidelines for data security provided by Tabby and/or Paymob or as per local and international payment regulations from time to time.
6.8 Notwithstanding the specific entity with which the Merchant is onboarded, the Merchant expressly agrees and acknowledges that Tabby and its affiliated entities may collect, use, store, and share the Merchant’s data, including but not limited to business, transactional, and performance-related information, across such affiliated entities. This data sharing shall be for the purposes of operational efficiency, compliance, risk assessment, marketing, customer support, and other legitimate business purposes, in accordance with applicable data protection laws and internal privacy policies.
6.9 In connection with the Transaction(s) with Customers, the Merchant agrees:(i) The Merchant shall use the Payment Services solely for legitimate and lawful transactions with its Customers. The Merchant shall not use the services for cash equivalents (e.g., quasi-cash), gambling, money laundering, fraud, terrorism financing, or any other illegal or prohibited activity under Applicable Laws or Card Scheme Rules. The Merchant shall not engage in activities that may harm, misrepresent, or tarnish the reputation, trademarks, or goodwill of Tabby or Paymob.(ii) The Merchant is solely and fully responsible for the products or services it offers, including their quality, delivery, after-sales support, warranty, returns, and refunds. Tabby and Paymob shall bear no liability or responsibility for disputes arising between the Merchant and its Customers regarding any aspect of the products or services offered.(iii) The Merchant shall be responsible for providing first-level customer service to its Customers concerning transaction confirmations, delivery of goods or services, dispute resolution, returns, chargebacks, and any other post-sale support. Unless otherwise explicitly agreed in writing, Tabby and Paymob will not engage in customer service related to the Merchant’s products or services.
- REPRESENTATIONS AND WARRANTIES
7.1 The Parties represent and warrant that: (i) they have full power and authority to enter into, sign, perform and deliver this Agreement and obligations thereunder and that they are duly incorporated and authorized under the Applicable Laws to conduct its business activity, including having all requisite authority, approvals, certificates, authorizations and licenses to perform its obligations under this Agreement and to deliver and/ or utilize the Payment Services;(ii) this Agreement and its provisions are not in conflict with any other agreement entered into by either of the Parties and is binding on all Parties hereto;(iii) they shall use all information exchanged between the Parties in any form whatsoever, solely for the purposes of effecting the provisions of this Agreement; and(iv) they shall comply with all Applicable Laws at all times during the term of this Agreement.
7.2 Paymob represents and warrants that:(i) The Payment Services shall be provided in a professional and timely manner, in accordance with the timelines agreed to between Paymob, Tabby and the Merchant and any applicable industry standards and Tabby shall not be held responsible or liable in connection thereto; and(ii) the provision of the Payment Services to Merchants shall be strictly in compliance with all Applicable Laws, payment industry regulations and the terms & conditions of this Agreement and AML, CFT international regulations. In addition, Paymob shall remain compliant with all applicable rules, guidelines and directions issued by the card associations or any UAE Governmental Authority with reference to card transactions.
8.1 By utilizing the Payment Services, the Merchant shall be due the Settlement outlined in the Principal Terms, which shall be settled by Paymob within the Settlement Time (set out in the Principal Terms). Such Settlement shall be made by Paymob to the Merchant upon deduction of any commissions, charges, fees and taxes payable to Tabby and be paid out into the Merchant Bank Account set out in the Principal Terms, by Paymob. Any modification or change to the Merchant Bank Account details shall be notified to Tabby within two (02) Business Days of such modification or change. Paymob has the right to reverse such Settlement subject to the Chargeback Clause 9 below.
8.2 Paymob shall under no circumstances have the right to alter the Settlement due to the Merchant.
8.3 Invoices shall be sent by Paymob to the Merchant with a breakdown of the Settlement.
9.1 All Chargeback processes shall be directly handled by Paymob with the Merchant and Tabby shall bear no responsibility with regards to the chargeback process or any liability in this regard.
9.2 Upon receiving a chargeback notification, Paymob will promptly inform the Merchant and request all relevant information necessary to assess the claim. Paymob will review the information provided and may request any additional details it deems necessary to evaluate the chargeback. If Paymob determines that the chargeback is valid, the Merchant agrees to the corresponding debit from its account, enabling Paymob to process the refund to the customer.If the Merchant disputes the chargeback, it must submit all required supporting documentation to Paymob within the timeframe specified. Failure to respond within this timeframe will result in the chargeback being automatically treated as lost, and the customer will be refunded accordingly. The final outcome of the chargeback case—whether it is deemed won or lost—will be determined by the Acquirer based on the evidence submitted.
10.1 This Agreement shall come into force on the Effective Date and continue to remain in force unless terminated by either Party. Notwithstanding anything contained herein, either Party can terminate this Agreement for convenience by giving the other Party a prior written notice of at least sixty (60) calendar days.
102. Either Party may terminate this Agreement immediately by way of written notice at any time upon occurrence of any one of the following:
(i) Failure to cure a material breach of a term of this Agreement within sixty (60) days of receiving written notice;
(ii)Any fraud committed by either Party; and
(iii) The insolvency, bankruptcy, liquidation, administration or any equivalent state of either Party
10.3 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
11.1 The Parties are liable to keep all Confidential Information, including personal and financial data of the customers confidential and to process (where applicable), and maintain the same in accordance with the applicable Data Protection Laws in the UAE
11.2 The Parties acknowledge and agree that they may have access to Confidential Information (which includes Customer Transaction data and personal information), and that each Party shall not use such information except for the purpose of effecting this Agreement. Neither Party shall be permitted to disclose any such Confidential Information except as required by law or under this Agreement.
11.3 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement shall be regarded as Confidential Information. Each Party shall maintain confidentiality of all such Confidential Information and shall not disclose any relevant Confidential Information to any third parties without obtaining the written consent of the other Party, except for the information that: (a) is or will be in the public domain (other than through the receiving party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the Applicable Laws or regulations, rules of or orders of the court or other government authorities; or (c) is required to be disclosed by any party to its [stakeholders, advisors, employees, or agents] regarding the transaction contemplated hereunder, provided that such individuals shall be bound by the confidentiality obligations similar to those set forth in this Clause.
11.4 Disclosure of any Confidential Information by the representatives of any party shall be deemed disclosure of such Confidential Information by such party, who shall be held liable for breach of this Agreement.
11.5 This Clause shall survive the termination of this Agreement.
The Parties shall not be liable for any failure or delay in its performance under this Agreement due to acts of God, acts or orders of government, civil or military authority, fires, pandemics, floods, earthquake or any other natural disasters, riots, sabotage system failure, hacking, Internet disruption, strikes, work stoppages due to labour disputes, or other industrial disputes provided that the affected party (“Force Majeure Event”): (a) gives the other Party written notice of such cause within seven (07) Business Days of discovery of the event; and (b) uses its reasonable efforts to remedy such delay in its performance. The affected Party shall use all reasonable efforts to mitigate the effects of a Force Majeure Event. In the event that the Force Majeure Event persists for more than thirty (30) days after receipt of a notice of a Force Majeure Event from the affected Party, the other Party may, at its option elect to terminate the Agreement by providing a written notice of fifteen (15) Business Days to the affected Party.
- ASSIGNMENTS Except as is permitted under this clause, neither Party shall assign or transfer this Agreement or any of its obligations under it, without the prior written consent of the other Party (not to be unreasonably withheld or denied).
- AMENDMENTNeither Party shall amend this Agreement without the prior written consent of the others. Any such amendments shall become effective from the date of the other Parties’ consent.
Nothing contained in this Agreement shall constitute or be deemed to constitute a partnership between the Parties, and no Party shall hold itself out as agent for the other Party, except with the express prior written consent of the other Party
Each Party shall retain all ownership rights, title and interest to its own intellectual property, except to the rights and licenses to use specifically granted hereunder, if any. Other than the express rights granted under this Agreement, neither of the Parties grants any license, rights by estoppel, implication or otherwise to its intellectual property.
The Merchant hereby agrees to hold harmless and indemnify Tabby and Paymob, its officers, directors, employees, shareholders, agents, consultants and other representatives, successors and assigns from any direct or indirect claim, demand, cost, charges, damages, fines, losses, costs and expenses (including reasonable legal fees) submitted or incurred by any third party resulting from or arising out of Merchant’s (including their representatives) breach or default of the terms and conditions of this Agreement, any action, omission, negligence, fraud, by the Merchant in relation to the Payment Services.
All notices hereunder shall be in writing and sent by hand delivery; or by first class mail, postage prepaid; or by expedited mail courier service; or by facsimile transmission to the addresses set out below. All notices will be sent to the address, e-mail address, or facsimile number indicated on this Agreement. All parties shall notify the other party immediately of any change in the notice address within two (02) Business Days thereof..Tabby’s Address: Paymob’s Address:Merchant’s Address: as provided above in the Principal Terms
- GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by, and constructed in accordance with, the laws of the Dubai International Financial Centre and without prejudice to this Agreement. In relation to dispute resolution, the Parties otherwise submit to the exclusive jurisdiction of the courts of the Dubai International Financial Centre. All disputes, difference and/or claims arising out of these presents or as to the construction, meaning or effect hereof as to the rights and liabilities of the Parties shall be settled by arbitration under the DIAC Rules to be held in the Dubai International Financial Centre and shall be referred to the arbitration of 3 person panel to be mutually nominated by the Parties. In the event of death, refusal, neglect, inability or incapability of the persons so appointed to act as an arbitrator, or inability or incapability of the persons so appointed to act as arbitrator, or inability of the Parties to agree mutually on arbitrators, each Party may appoint an arbitrator, where each Party appoints one arbitrator and the two appointed arbitrators appoint the third. The award, including any interim award(s), of the arbitrators shall be final and binding on the Parties.